| As filed with the United States Securities and Exchange Commission
on July 8, 2024 |
Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN
DEPOSITARY RECEIPTS
Carrefour SA
(Exact name of issuer of deposited securities as
specified in its charter)
N/A
(Translation of issuer’s name into English)
France
(Jurisdiction of incorporation or organization
of issuer)
DEUTSCHE BANK
TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
1 Columbus Circle
New York, New York 10019
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Depositary Management
Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-4800
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250-9100
It is proposed that this filing become effective under Rule 466
| |
x |
immediately
upon filing |
¨ |
on
[date] at [time] |
If
a separate registration statement has been filed to register the deposited shares, check the following box.¨
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of
Securities to be
Registered |
Amount to be
Registered |
Proposed
Maximum
Aggregate Price
Per Unit* |
Proposed
Maximum
Aggregate
Offering Price** |
Amount of
Registration
Fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-fifth (1/5) of one (1) ordinary share of Carrefour SA |
250,000,000 |
$0.05 |
$12,500,000 |
$1,845.00 |
(1) Each
unit represents one American Depositary Share.
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing
American Depositary Shares. |
Explanatory Note
This Registration Statement or Form F-6 is being filed and the
ADSs are being registered in order to accommodate the issuance of additional ADSs upon the deposit of ordinary shares of Carrefour SA
This Registration Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
The Prospectus consists of the proposed form of
American Depositary Receipt, included as Exhibit A to the Deposit Agreement, and filed as Exhibit (a)(2) to this Registration
Statement and incorporated herein by reference.
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
CROSS REFERENCE SHEET
| Item Number and Caption |
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus |
| 1. |
Name of depositary and address of its principal executive office |
Face of Receipt, Introductory article and bottom center |
| 2. |
Title of Receipts and identity of deposited securities |
Face of Receipt, Top center |
| |
Terms of Deposit: |
|
| |
(i) |
The amount of deposited securities represented
by one American Depositary Share |
Face of Receipt, Upper right corner |
| |
(ii) |
The procedure for voting, if any, the deposited securities |
Paragraph (15) |
| |
(iii) |
The collection and distribution of dividends |
Paragraph (13) |
| |
(iv) |
The transmission of notices, reports and proxy soliciting material |
Paragraphs (12), (14) and (15) |
| |
(v) |
The sale or exercise of rights |
Paragraphs (2), (6), (13), (16) and (21) |
| |
(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Paragraphs (13) and (16) |
| |
(vii) |
Amendment, extension or termination of the
deposit arrangements |
Paragraphs (20) and (21) (no provision for extensions) |
| |
(viii) |
Rights of holders of Receipts to inspect the
transfer books of the depositary and the list
of holders of Receipts |
Paragraph (12) |
| |
(ix) |
Restrictions upon the right to deposit or
withdraw the underlying securities |
Paragraphs (2), (3) and (4) |
| |
(x) |
Limitation upon the liability of the depositary |
Paragraphs (6), (10), (15), (16), (17), (18) and (21) |
| 3. |
Fees and charges which may be imposed directly or
indirectly against holders of Receipts |
Paragraph (9) |
| Item 2. |
AVAILABLE INFORMATION |
Paragraph (12) |
| (a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Carrefour SA publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.carrefour.com) or through an electronic information delivery system generally available to the public in its primary trading market. |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS |
| Item 3. EXHIBITS |
| (a)(1) |
Form of Deposit Agreement, dated as of May 31, 2011, by and among Carrefour SA, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. – Previously filed as Exhibit (a) to Registration Statement No. 333-174370 and incorporated herein by reference |
| (a)(2) |
Form of American Depositary Receipt. – Filed herewith as Exhibit (a)(2). |
| (b) |
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable. |
| (c) |
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable. |
| (d) |
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d). |
| (e) |
Certification under Rule 466. – Filed herewith as Exhibit (e). |
| (f) |
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto. |
| Item 4. UNDERTAKINGS |
| (a) |
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) |
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and
among Carrefour SA, Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of American
Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 6, 2024.
| |
Legal entity created by the Deposit
Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one-fifth of one ordinary
share of Carrefour SA |
| |
|
| |
Deutsche Bank Trust Company Americas,
solely in its capacity as Depositary |
| |
By: |
/s/ Christopher Konopelko |
| |
|
Name: |
Christopher Konopelko |
| |
|
Title: |
Director |
| |
|
|
| |
By: |
/s/ Beverly George-Prowell |
| |
|
Name: |
Beverly George-Prowell |
| |
|
Title: |
Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Carrefour SA certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this registration statement or amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in Massy, France on May 24, 2024.
| |
Carrefour SA |
| |
|
|
| |
By: |
/s/ Alexandre Bompard |
| |
Name: |
Alexandre Bompard |
| |
Title: |
Chairman and Chief Executive Officer |
Know all persons by these
presents that each person whose signature appears below constitutes and appoints Alexandre Bompard and Matthieu Malige, jointly and severally,
his or her true lawful attorneys-in-fact and agents with full and several power of substitution and resubstitution for and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements
to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities
indicated on May 24, 2024.
| Signatures |
|
Capacity |
| |
|
|
| /s/ Alexandre Bompard |
|
Chairman and Chief Executive Officer |
| Alexandre Bompard |
|
| |
|
|
| /s/ Mattieu Malige |
|
Chief Financial Officer |
| Matthieu Malige |
|
| |
|
|
| /s/ Philippe Houzé |
|
Director |
| Philippe Houzé |
|
| |
|
|
| /s/ Stéphane Israël |
|
Director |
| Stéphane Israël |
|
| |
|
|
| /s/ Arthur Sadoun |
|
Director |
| Arthur Sadoun |
|
| |
|
|
| /s/ Cláudia Almeida e Silva |
|
Director |
| Cláudia Almeida e Silva |
|
| |
|
|
| /s/ Flavia Buarque de Almeida |
|
Director |
| Flavia Buarque de Almeida |
|
| |
|
|
| /s/ Stéphane Courbit |
|
Director |
| Stéphane Courbit |
|
| |
|
|
| /s/ Eduardo Rossi |
|
Director |
| Eduardo Rossi |
|
| |
|
|
| /s/ Aurore Domont |
|
Director |
| Aurore Domont |
|
| |
|
|
| /s/ Charles Edelstenne |
|
Director |
| Charles Edelstenne |
|
| |
|
|
| /s/ Frederic Barrault |
|
Director |
| Frederic Barrault |
|
| |
|
|
| |
|
Director |
| Marguerite Bérard |
|
| |
|
|
| /s/ Patricia Moulin-Lemoine |
|
Director |
| Patricia Moulin-Lemoine |
|
| |
|
|
| /s/ Sylvie Dubois |
|
Director |
| Sylvie Dubois |
|
| |
|
|
| /s/ Marie-Laure Sauty de Chalon |
|
Director |
| Marie-Laure Sauty de Chalon |
|
| |
|
|
| /s/ George Boychuk |
|
Authorized Representative in The United States |
| George Boychuk |
|
INDEX TO EXHIBITS
Exhibit Number
| (a)(2) | |
Form of American
Depositary Receipt |
| | |
|
| (d) | |
Opinion of counsel to the Depositary |
| | |
|
| (e) | |
Rule 466 Certification |
Exhibit (a)(2)
American Depositary Shares
(Each American
Depositary Share
representing one-fifth (1/5) of one (1) Fully
Paid Ordinary Shares of Carrefour SA)
EXHIBIT A
[FORM OF FACE OF RECEIPT]
AMERICAN DEPOSITARY RECEIPT
FOR
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
Of
CARREFOUR SA
(A Société Anonyme organized under the laws of France)
DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary
(herein called the “Depositary”), hereby certifies that _____________ is the owner of ______________ American Depositary Shares
(hereinafter “ADSs” or “American Depositary Shares”), representing deposited ordinary shares, including evidence
of rights to receive such ordinary shares (the “Shares”) of Carrefour SA (the “Company”), a société
anonyme organized under the laws of France (the “Company”). As of the date of the Deposit Agreement (hereinafter referred
to), and as of the date of the filing of the Registration Statement to which this form of receipt is Exhibit (a (2), each ADS represents
one-fifth of one Share deposited under the Deposit Agreement with the Custodian which at the date of execution of the Deposit Agreement,
and as of the date of the filing of the Registration Statement to which this form of receipt is Exhibit (a (2), is Deutsche Bank
AG, Amsterdam Branch (the “Custodian”). The ratio of ADSs to Shares is subject to subsequent amendment as provided in Article IV
of the Deposit Agreement. The Depositary’s Principal Office is located at 1 Columbus Circle, New York, New York 10019, U.S.A.
1. The
Deposit Agreement. This American Depositary Receipt is one of an issue of American Depositary Receipts (“Receipts”), all
issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of May 31, 2011 (as amended from
time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from
time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and becomes bound by
all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of
Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property
and cash from time to time, received in respect of such Shares and held thereunder (such Shares, other securities, property and cash are
herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Principal Office of the Depositary
and the Custodian.
Each owner and each Beneficial Owner, upon acceptance
of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall be deemed for
all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and applicable ADR(s), and (b) appoint the
Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the
Deposit Agreement and applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action
as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the
applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.
The statements made on the face and reverse of
this Receipt are summaries of certain provisions of the Deposit Agreement and the Company’s Articles of Association (statuts)
(as in effect on the date of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement,
to which reference is hereby made. All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed
thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited Securities.
The Depositary has made arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely
on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The Receipt evidencing
the ADSs held through DTC will be registered in the name of a nominee of DTC. So long as the ADSs are held through DTC or unless otherwise
required by law, ownership of beneficial interests in the Receipt registered in the name of DTC (or its nominee) will be shown on, and
transfers of such ownership will be effected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants
(or their nominees).
2. Surrender
of Receipts and Withdrawal of Deposited Securities. Upon surrender, at the Principal Office of the Depositary, of ADSs evidenced by
this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees and
charges of the Depositary for the making of withdrawals and cancellation of Receipts (as set forth in Article (9) hereof or
in Section 5.9 of the Deposit Agreement) and (ii) all applicable taxes and/or governmental charges payable in connection with
such surrender and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Company’s Articles of Association
(statuts) , Section 7.8 of the Deposit Agreement, Article (22) of this Receipt and the provisions of or governing the
Deposited Securities and other applicable laws, the Holder hereof is entitled to Delivery, to him or upon his order, of the Deposited
Securities represented by the ADS so surrendered. Subject to the last sentence of this paragraph, such Deposited Securities may be delivered
in certificated form or by electronic delivery. ADSs may be surrendered for the purpose of withdrawing Deposited Securities by delivery
of a Receipt evidencing such ADSs (if held in certificated form) or by book-entry delivery of such ADSs to the Depositary.
A Receipt surrendered for such purposes shall,
if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the
Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause
the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order.
Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) at the designated office of the Custodian
(subject to the terms and conditions of the Deposit Agreement, to the Company’s Articles of Association (statuts) , and to
the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect) or through a book entry Delivery
of the Shares, to or upon the written order of the person or persons designated in the order delivered to the Depositary as provided above,
the Deposited Securities represented by such ADSs, together with any certificate or other proper documents of or relating to title for
the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such
person.
The Depositary may, in its discretion, refuse to
accept for surrender a number of ADSs representing a number of Shares other than a whole number of Shares. In the case of surrender of
a Receipt evidencing a number of ADSs representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate
whole number of Shares to be delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) issue
and deliver to the person surrendering such Receipt a new Receipt evidencing ADSs representing any remaining fractional Share, or (ii) sell
or cause to be sold the fractional Shares represented by the Receipt so surrendered and remit the proceeds thereof (net of (a) applicable
fees and charges of, and expenses incurred by, the Depositary and (b) taxes and governmental charges) to the person surrendering
the Receipt. At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary
shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held in respect
of, and any certificate or certificates and other proper documents of or relating to title to, the Deposited Securities represented by
such Receipt to the Depositary for delivery at the Principal Office of the Depositary, and for further delivery to such Holder. Such direction
shall be given by letter or, at the request, risk and expense of such Holder, by cable, telex, electronic or facsimile transmission. Upon
receipt by the Depositary, the Depositary may make delivery to such person or persons at the Principal Office of the Depositary of any
dividends or distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends,
distributions or rights, which may at the time be held by the Depositary.
3. Transfers,
Split-Ups and Combinations of Receipts. Subject to the terms and conditions of the Deposit Agreement, the Registrar shall register
transfers of Receipts on its books, upon surrender at the Principal Office of the Depositary of a Receipt by the Holder thereof in person
or by duly authorized attorney, properly endorsed (in the case of a certificated Receipt) or accompanied by proper instruments of transfer
(including signature guarantees in accordance with standard industry practice) and duly stamped as may be required by the laws of the
State of New York and of the United States of America and of any other applicable jurisdiction. Subject to the terms and conditions of
the Deposit Agreement, including payment of the applicable fees and charges of the Depositary, the Depositary shall execute a new Receipt
or Receipts (and if necessary, cause the Registrar to countersign such Receipt(s)) and deliver the same to or upon the order of the person
entitled to such Receipts evidencing the same aggregate number of ADSs as those evidenced by the Receipts surrendered. Upon surrender
of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts upon payment of the applicable
fees and charges of the Depositary, and subject to the terms and conditions of the Deposit Agreement, the Depositary shall execute and
deliver a new Receipt or Receipts for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt
or Receipts surrendered.
4. Pre-Conditions
to Registration, Transfer, Etc. As a condition precedent to the execution and delivery, registration of transfer, split-up, subdivision
combination or surrender of any Receipt, the delivery of any distribution thereon or withdrawal of any Deposited Securities, the Depositary
or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse
it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or
charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as
provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness
of any signature or any other matters and (iii) compliance with (A) any laws or governmental regulations relating to the execution
and delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations of the Depositary
consistent with the Deposit Agreement and applicable law.
The issuance of ADSs against deposits of Shares
generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares
may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer of
Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed
necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of
law, any government or governmental body or commission or any securities exchange upon which the Receipts or Shares are listed, or under
any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the
Company or for any other reason, subject in all cases to Article (22) hereof. Notwithstanding any provision of the Deposit Agreement
or this Receipt to the contrary, the Holders of Receipts are entitled to surrender outstanding ADSs to withdraw the Deposited Securities
at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit
of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes
and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the
withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Section I.A.(l) of the
General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing,
the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or other Deposited Securities required to
be registered under the provisions of the U.S. Securities Act, unless a registration statement is in effect as to such Shares.
5. Compliance
With Information Requests. Each Holder and Beneficial Owner agrees to (a) promptly provide such information as the Company or
the Depositary may request from time to time pursuant to any applicable laws, regulations or the organizational or corporate documents
of the Company (including, without limitation, French law, any applicable law of the United States, the Articles of Association (statuts)
of the Company, any resolutions of the Company’s Board of Directors adopted pursuant to such Articles of Association (statuts),
the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any
electronic book-entry system by which the ADSs or Receipts may be transferred), and (b) be bound by and subject to such laws, regulations,
and organizational and corporate documents, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case
irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made. The Depositary agrees to use its
reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to
the Holders and to forward to the Company any such responses to such requests received by the Depositary. Without limiting the generality
of the foregoing, each Holder and Beneficial Owner, acting alone or in concert, agrees to comply with the Company’s Articles of
Association (statuts) and any other organizational document, as the same may be amended from time to time, and French law, with
respect to disclosure requirements regarding ownership, and the potential for ownership (including through any derivative instruments),
of Shares including through ADSs, which is deemed to include inter alia requirements to make notifications and filings within the required
time frames to the Company and the French Autorité des Marchés Financiers.
6. Liability
of Holder for Taxes, Duties and Other Charges. If any present or future tax or other governmental charge shall become payable by the
Company, the Depositary or the Custodian with respect to any Shares held hereunder, Deposited Securities, Receipts or ADSs, such tax or
other governmental charge shall be payable by the Holders and Beneficial Owners to the Company or the Depositary, as the case may be,
and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold
or deduct from any distributions made in respect of Deposited Securities and may sell for the account of the Holder and/or Beneficial
Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable
interest and penalties) or charges, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition
to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse
to issue ADSs, to deliver ADSs, register the transfer, split-up or combination of ADRs and (subject to Article (22) hereof) the withdrawal
of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received.
Holders understand that in converting Foreign Currency,
amounts received on conversion are calculated at a rate which may exceed the number of decimal places used by the Depositary to report
distribution rates (which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary as
an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment.
Holders and Beneficial Owners of American Depositary
Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership
(as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or
documents, as the Company, the Depositary or the Custodian may deem necessary or proper to fulfill the Company’s, Depositary’s
or the Custodian’s obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company,
the Custodian and any of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless
from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund
of taxes, reduced rate of withholding at source or other tax benefit obtained.
7. Representations
and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant
that (i) such Shares (and the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares, have been validly waived
or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free
and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the ADSs issuable upon such
deposit will not be, Restricted Securities and (v) the Shares presented for deposit have not been stripped of any rights or entitlements.
Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance, cancellation and transfer of
ADSs. If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and
expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.
8. Filing
Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required,
and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer
status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs
and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing,
the Deposited Securities or other information; to execute such certifications and to make such representations and warranties, and to
provide such other information and documentation, in all cases as the Depositary may deem necessary or proper or as the Company may reasonably
require by written request to the Depositary consistent with its obligations hereunder. The Depositary and the Registrar, as applicable,
may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or distribution
of rights or of the proceeds thereof, or to the extent not limited by the terms hereof or of Section 7.8 of the Deposit Agreement,
the delivery of any Deposited Securities, until such proof or other information is filed or such certifications are executed, or such
representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and
the Company’s satisfaction. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary
pursuant to this paragraph which information Holders and Beneficial Owners agree shall be true, accurate and correct.
9. Charges
of Depositary. The Depositary shall charge the following fees for the services performed under the terms of the Deposit Agreement;
provided, however, that no fees shall be payable upon distribution of cash dividends so long as the charging of such fee is prohibited
by the exchange, if any, upon which the ADSs are listed:
(i) to
any person to whom ADSs are issued or to any person to whom a distribution is made in respect of ADS distributions pursuant to stock dividends
or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash), a fee
not in excess of U.S. $ 5.00 per 100 ADSs (or fraction thereof) so issued under the terms of the Deposit Agreement to be determined by
the Depositary;
(ii) to
any person surrendering ADSs for cancellation and withdrawal of Deposited Securities including, inter alia, cash distributions
made pursuant to a cancellation or withdrawal, a fee not in excess of U.S. $ 5.00 per 100 ADSs (or fraction thereof) so surrendered;
(iii) to
any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 2.00 per 100 ADSs held for the distribution
of cash proceeds, including cash dividends or sale of rights and other entitlements, not made pursuant to a cancellation or withdrawal;
(iv) to
any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs (or portion thereof) issued
upon the exercise of rights; and
(v) for
the operation and maintenance costs in administering the ADSs an annual fee of U.S. $ 2.00 per 100 ADSs.
In addition, Holders, Beneficial Owners, persons
depositing Shares for deposit and persons surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required to
pay the following charges:
(i) taxes
(including applicable interest and penalties) and other governmental charges;
(ii) such
registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities with the Foreign
Registrar and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or
any nominees upon the making of deposits and withdrawals, respectively;
(iii) such
cable, telex, facsimile and electronic transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at
the expense of the person depositing or withdrawing Shares or Holders and Beneficial Owners of ADSs;
(iv) the
expenses and charges incurred by the Depositary in the conversion of Foreign Currency;
(v) such
fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory
requirements applicable to Shares, Deposited Securities, ADSs and ADRs;
(vi) the
fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities, including any fees of a central
depository for securities in the local market, where applicable; and
(vii) any
additional fees, charges, costs or expenses that may be incurred from time to time by the Depositary and/or any of the Depositary’s
agents, including the Custodian, and/or agents of the Depositary’s agents in connection with the servicing of Shares, Deposited
Securities and/or American Depositary Shares (such fees, charges, costs or expenses to be assessed against Holders of record as at the
date or dates set by the Depositary as it sees fit and collected at the sole discretion of the Depositary by billing such Holders for
such fee or by deducting such fee from one or more cash dividends or other cash distributions).
Any other charges and expenses of the Depositary
under the Deposit Agreement will be paid by the Company upon agreement between the Depositary and the Company. All fees and charges may,
at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable
by Holders or Beneficial Owners, only in the manner contemplated by Article (20) of this Receipt.
10. Title
to Receipts. It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents
and agrees, that title to this Receipt (and to each ADS evidenced hereby) is transferable by delivery of the Receipt, provided it has
been properly endorsed or accompanied by proper instruments of transfer, such Receipt being a certificated security under the laws of
the State of New York. Notwithstanding any notice to the contrary, the Depositary may deem and treat the Holder of this Receipt (that
is, the person in whose name this Receipt is registered on the books of the Depositary) as the absolute owner hereof for all purposes.
The Depositary shall have no obligation or be subject to any liability under the Deposit Agreement or this Receipt to any holder of this
Receipt or any Beneficial Owner unless such holder is the Holder of this Receipt registered on the books of the Depositary or, in the
case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner’s representative is the Holder registered on the books
of the Depositary.
11. Validity
of Receipt. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose,
unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the
Depositary, (iii) if a Registrar for the Receipts shall have been appointed, countersigned by the manual or facsimile signature of
a duly authorized signatory of the Registrar and (iv) registered in the books maintained by the Depositary or the Registrar, as applicable,
for the issuance and transfer of Receipts. Receipts bearing the facsimile signature of a duly-authorized signatory of the Depositary or
the Registrar, who at the time of signature was a duly- authorized signatory of the Depositary or the Registrar, as the case may be, shall
bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the execution and delivery of
such Receipt by the Depositary or did not hold such office on the date of issuance of such Receipts.
12. Available
Information; Reports; Inspection of Transfer Books. As of the date of the Deposit Agreement, the Company publishes information in
English required to maintain the exemption from registration under Rule 12g3-2(b) under the Exchange Act on its Internet Web
site (www.carrefour.com) or through an electronic information delivery system generally available to the public in its primary trading
market. Should the Company become subject to the periodic reporting or other informational requirements under the Exchange Act, it will
be required in accordance therewith to file reports and other information with the U.S. Securities and Exchange Commission. The Depositary
does not assume any duty to determine if the Company is complying with the current requirements of Rule 12g3-2(b) under the
Exchange Act or to take any action if the Company is not complying with those requirements.
The Depositary shall make available during normal
business hours on any Business Day for inspection by Holders at its Principal Office any reports and communications, including any proxy
soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either
of them as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by
the Company.
The Depositary or the Registrar, as applicable,
shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection
by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the Registrar’s
knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business
of the Company or other than a matter related to the Deposit Agreement or the Receipts.
The Depositary or the Registrar, as applicable,
may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it
in good faith in connection with the performance of its duties hereunder, subject, in all cases, to Article (22) hereof.
| Dated: |
DEUTSCHE BANK TRUST |
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COMPANY AMERICAS, as Depositary |
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By: |
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Vice President |
The address of the Principal Office of the Depositary
is 1 Columbus Circle, New York, New York 10019, U.S.A.
[FORM OF
REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT
13. Dividends
and Distributions in Cash, Shares, etc. Whenever the Depositary receives confirmation from the Custodian of receipt of any cash
dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights securities or
other entitlements under the Deposit Agreement, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign
Currency can, in the judgment of the Depositary (upon the terms of the Deposit Agreement), be converted on a practicable basis, into Dollars
transferable to the United States, promptly convert or cause to be converted such dividend, distribution or proceeds into Dollars and
will distribute promptly the amount thus received (net of applicable fees and charges of, and expenses incurred by, the Depositary and
taxes and governmental charges withheld) to the Holders of record as of the ADS Record Date in proportion to the number of ADSs representing
such Deposited Securities held by such Holders respectively as of the ADS Record Date. The Depositary shall distribute only such amount,
however, as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amounts shall be rounded
to the nearest whole cent and so distributed to Holders entitled thereto. If the Company, the Custodian or the Depositary is required
to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account
of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall
be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental
authority. Any Foreign Currency received by the Depositary shall be converted upon the terms and conditions set forth in the Deposit Agreement.
If any distribution upon any Deposited Securities
consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and
registered, as the case may be, in the name of the Depositary, the Custodian or their nominees. Upon receipt of confirmation of such deposit,
the Depositary shall, subject to and in accordance with the Deposit Agreement, establish the ADS Record Date and either (i) distribute
to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent
in aggregate the number of Shares received as such dividend, or free distribution, subject to the terms of the Deposit Agreement (including,
without limitation, the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes), or (ii) if additional
ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth
also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of the
applicable fees and charges of, and the expenses incurred by, the Depositary, and taxes and governmental charges). In lieu of delivering
fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds
upon the terms set forth in the Deposit Agreement.
In the event that (x) the Depositary determines
that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated
to withhold, or, (y) if the Company, in the fulfillment of its obligations under the Deposit Agreement, has either (a) furnished
an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed
to Holders (and no such registration statement has been declared effective), or (b) fails to timely deliver the documentation contemplated
in the Deposit Agreement, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor)
in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary
shall distribute the net proceeds of any such sale (after deduction of taxes and/or governmental charges and fees and charges of, and
expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of the Deposit Agreement. The Depositary shall hold and/or
distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.
Upon timely receipt of a notice indicating that
the Company wishes an elective distribution to be made available to Holders upon the terms described in the Deposit Agreement, the Depositary
shall, upon provision of all documentation required under the Deposit Agreement, (including, without limitation, any legal opinions the
Depositary may reasonably request, to be furnished at the expense of the Company) determine whether such distribution is lawful and reasonably
practicable. If so, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish an ADS Record Date according
to Article (14) hereof and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash
or in additional ADSs. If a Holder elects to receive the distribution in cash, the dividend shall be distributed as in the case of a distribution
in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be distributed as in the case
of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not lawful or reasonably
practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall,
to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in France in respect of the Shares
for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon
the terms described in the Deposit Agreement. Nothing herein shall obligate the Depositary to make available to the Holder hereof a method
to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that the Holder hereof will be given the
opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.
Upon receipt by the Depositary of a notice indicating
that the Company wishes rights to subscribe for additional Shares to be made available to Holders, the Company shall determine whether
it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available
to any Holders only if the Company shall have timely requested that such rights be made available to Holders, the Depositary shall have
received the documentation required by the Deposit Agreement, and the Depositary shall have determined that such distribution of rights
is lawful and reasonably practicable. If such conditions are not satisfied, the Depositary shall sell the rights as described below. In
the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date and establish procedures (x) to
distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of
the applicable fees and charges of, and expenses incurred by, the Depositary and taxes and other governmental charges). Nothing herein
or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe
for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders
or if the Company requests that the rights not be made available to Holders, (ii) the Depositary fails to receive the documentation
required by the Deposit Agreement or determines it is not lawful or reasonably practicable to make the rights available to Holders, or
(iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful
and reasonably practicable to sell such rights, in a riskless principal capacity or otherwise, at such place and upon such terms (including
public and/or private sale) as it may deem proper. The Depositary shall, upon such sale, convert and distribute proceeds of such sale
(net of applicable fees and charges of, and expenses incurred by, the Depositary and taxes and governmental charges) upon the terms hereof
and in the Deposit Agreement. If the Depositary is unable to make any rights available to Holders or to arrange for the sale of the rights
upon the terms described above, the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any
failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular,
(ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials
forwarded to the Holders on behalf of the Company in connection with the rights distribution.
Notwithstanding anything herein to the contrary,
if registration (under the Securities Act and/or any other applicable law) of the rights or the securities to which any rights relate
may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by
such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the
Securities Act (and/or such other applicable law) covering such offering is in effect or (ii) unless the Company furnishes to the
Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country
in which rights would be distributed, in each case satisfactorily to the Depositary, to the effect that the offering and sale of such
securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act
or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold
from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed
to the Holders shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including
Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold,
the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and
in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes and charges.
There can be no assurance that Holders generally,
or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares
or to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares
or other securities to be acquired upon the exercise of such rights.
Upon receipt of a notice regarding property other
than cash, Shares or rights to purchase additional Shares, to be made to Holders, the Depositary shall determine whether such distribution
to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested
the Depositary to make such distribution to Holders, (ii) the Depositary shall have received the documentation required by the Deposit
Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. Upon satisfaction
of such conditions, the Depositary shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion
to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such
distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary,
and (ii) net of any taxes and governmental charges withheld. The Depositary may dispose of all or a portion of the property so distributed
and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary
to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.
If the conditions above are not satisfied, the
Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it
may deem proper and shall distribute the proceeds of such sale received by the Depositary (net of (a) applicable fees and charges
of, and expenses incurred by, the Depositary and (b) taxes and governmental charges) to the Holders upon the terms hereof and of
the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems
reasonably practicable under the circumstances.
14. Fixing
of Record Date. Whenever necessary in connection with any distribution (whether in cash, Shares, rights or other distribution), or
whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary
shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary
or convenient in connection with the giving of any notice, or any other matter, the Depositary shall fix a record date (“ADS Record
Date”) as close as practicable to the record date fixed by the Company with respect to the Shares (if applicable) for the determination
of the Holders who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such
meeting, or to give or withhold such consent, or to receive such notice or solicitation or to otherwise take action, or to exercise the
rights of Holders with respect to such changed number of Shares represented by each ADS or for any other reason. Subject to applicable
law and the terms and conditions of this Receipt and the Deposit Agreement, only the Holders of record at the close of business in New
York on such ADS Record Date shall be entitled to receive such distributions, to give such voting instructions, to receive such notice
or solicitation, or otherwise take action.
15. Voting
of Deposited Securities. As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled
to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Securities, the Depositary shall (a) fix
the ADS Record Date in respect of such meeting or solicitation of consent or proxy and (b) if requested by the Company in writing
and at the Company’s expense and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic
mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute to Holders
as of the ADS Record Date: (A) a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which
shall contain (i) such information as is contained in such notice of meeting or solicitation or proxy, and (ii) a statement
that the Holders as of the close of business in New York on a record date established by the Depositary pursuant to the terms of this
Deposit Agreement will be entitled, subject to any applicable provisions of French law and the Company’s by-laws and the terms of
the Deposited Securities (which provisions, if any, will be summarized by the Company and provided to the Depositary for inclusion in
such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Deposited Securities
represented by such Holder’s American Depositary Shares, (B) a voting instruction card to be prepared by the Depositary and
the Company (a “Voting Instruction Card”) setting forth, inter alia, the date established by the Depositary for the receipt
of such Voting Instruction Card (the “Cut-off Date”) and (C) copies or summaries in English of any materials provided
by the Company for the purpose of enabling such Holders to give instructions for the exercise of such voting rights, including an express
indication that, if no instruction is received from any Holder or a Holder’s Voting Instruction Card is not properly completed,
instructions may be given or deemed given to the Depositary to provide a discretionary proxy (procuration en blanc) to a person designated
by the Company. Voting instructions may be given only in respect of a number of ADSs representing a whole number of Shares.
Upon receipt by the Depositary from a Holder of
a properly completed Voting Instruction Card on or before the Cut-off Date, the Depositary will, endeavor to vote or cause to be voted
the Deposited Securities represented by the ADSs evidenced by such Holder’s ADRs in accordance with such instructions, insofar as
practicable and permitted under any applicable provisions of French law and the Company’s by-laws. Subject to the next paragraph
hereof, the Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented
by ADSs in respect of which a properly completed Voting Instruction Card has been received.
If the Depositary timely receives a signed Voting
Instruction Card from a Holder which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented
by such Holder’s ADSs on one or more matters at a meeting or a Holder does not return a Voting Instruction Card, to the extent not
prohibited by applicable law, rule or regulation (as confirmed by the Company’s counsel to the Depositary prior to each meeting),
such Voting Instruction Card shall constitute, or in the case of a Holder not providing a Voting Instruction Card, such failure to provide
such Voting Instruction Card shall constitute, a procuration en blanc and shall be counted as a vote in favor of resolutions approved
by the Board of Directors; provided, however that no such procuration en blanc shall be given with respect to any matter as to which the
Company informs the Depositary (and the Company agrees to provide such information promptly in writing) or the Depositary reasonably believes
(in the case of (y) or (z) below) that (x) the Company does not wish such proxy given, (y) substantial opposition
exists or (z) materially affects the rights of holders of Shares.
According to French law, voting rights may not
be exercised in respect of fractional shares.
Under French law, shareholders at ordinary and
extraordinary shareholders’ meetings may, subject to certain conditions, modify the resolutions presented by the Board of Directors
to the shareholders for their approval. In such case, Holders who have given a discretionary proxy (“procuration sans indication
de mandataire” as provided for in Article L.225- 106 of the French Commercial Code) to vote on such resolutions shall be deemed
to have given instructions to vote against the revised resolutions; provided, however, that in the event such revised resolutions have
been approved by the Board of Directors of the Company, Holders who have provided a discretionary proxy shall be deemed to have given
instructions to vote in favor of such revised resolutions approved by the Board of Directors.
The Depositary and the Company may revise the voting
procedures set forth in this Article (15) as they deem necessary or advisable in order to comply with applicable law, the statuts
of the Company or market practice. Notice of such revised procedures shall be provided in any distribution to Holders provided for above
and shall not be considered an amendment to the Deposit Agreement or the ADR.
Neither the Depositary nor the Custodian shall,
under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise
the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities
represented by American Depositary Shares except pursuant to and in accordance with such written instructions from Holders.
Notwithstanding the above, save for applicable
provisions of French law, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable
for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the
effect of any such vote.
There can be no assurance that Holders or Beneficial
Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable
the Holder to return voting instructions to the Depositary in a timely manner or at all.
16. Changes
Affecting Deposited Securities. Upon any change in par value, split-up, subdivision cancellation, consolidation or any other reclassification
of Deposited Securities, or upon any recapitalization, reorganization, merger, amalgamation or consolidation or sale of assets affecting
the Company or to which it otherwise is a party, any securities which shall be received by the Depositary or a Custodian in exchange for,
or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated
as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit Agreement and
applicable law, evidence ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the
Company’s approval, and shall, if the Company shall so request, subject to the terms of the Deposit Agreement and receipt of satisfactory
documentation contemplated by the Deposit Agreement, execute and deliver additional Receipts as in the case of a stock dividend on the
Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of
newly deposited Shares, with necessary modifications to this form of Receipt specifically describing such new Deposited Securities and/or
corporate change. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or
all Holders, the Depositary may, with the Company’s approval, and shall if the Company requests, subject to receipt of satisfactory
legal documentation contemplated in the Deposit Agreement, sell such securities at public or private sale, at such place or places and
upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred
by, the Depositary and taxes and governmental charges) for the account of the Holders otherwise entitled to such securities and distribute
the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to the Deposit Agreement.
The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities
available to Holders in general or any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with
such sale, or (iii) any liability to the purchaser of such securities.
17. Exoneration.
Neither the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions
of the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling
persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed
in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Receipt, by reason of any provision of
any present or future law or regulation of the United States or any state thereof, France or any other country, or of any other governmental
authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraints or by reason
of any provision, present or future of the Company’s Articles of Association (statuts) or any provision of or governing any
Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control, (including, without limitation,
nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer
failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the
Company’s Articles of Association (statuts) or provisions of or governing Deposited Securities, (iii) for any action
or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice
of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized
representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for
any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available
to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADS or (v) for
any special, consequential, indirect or punitive damages for any breach of the terms of the Deposit Agreement. Every Holder and Beneficial
Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors,
employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including
applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit
obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agents, any Custodian and the Company,
its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document
believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Company, the Depositary
nor the Custodian shall be liable to Holders and Beneficial Owners for the failure by any Holder or Beneficial Owner to obtain the benefits
of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability. No disclaimer
of liability under the Securities Act is intended by any provision of the Deposit Agreement.
18. Standard
of Care. The Company and the Depositary and their respective agents assume no obligation and shall not be subject to any liability
under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company’s and the Depositary’s
obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their
respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence
or willful misconduct. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of
the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or
the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may
be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders
or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities,
for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or
Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement
or for the failure or timeliness of any notice from the Company. Neither the Company, the Depositary nor the Custodian is, nor shall be,
under any obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. Neither the
Company, the Depositary nor the Custodian shall incur any liability to Holders or Beneficial Owners for any tax consequences that may
be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation,
tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company”
(as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Company or the
Depositary or any of their respective directors, officers, employees, agents (including, without limitation, the Depositary’s Agents)
and/or Affiliates, or any of them, be liable for any Special Damages to the Company, the Holders, Beneficial Owners or any other person.
19. Resignation
and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the
Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the
90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit
Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time
shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary,
and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation
as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal which
notice shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, or (ii) upon the appointment
of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement save that, any amounts, fees, costs
or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing
between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the
Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary which
shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon
such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations
of its predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute
and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated
in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such
successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts and such other information relating
to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its
appointment to such Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of
the Depositary without the execution or filing of any document or any further act.
20. Amendment/Supplement.
Subject to the terms and conditions of this Article (20), and applicable law, this Receipt and any provisions of the Deposit Agreement
may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect
which they may deem necessary or desirable without the consent of the Holders or Beneficial Owners. Any amendment or supplement which
shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and
other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing
right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until 30 days after notice of such
amendment or supplement shall have been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit Agreement
or form of Receipts shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific
amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the
Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from
the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto
agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order
for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs or Shares to be traded solely in
electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall
be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the
time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADS, to consent and agree to such amendment
or supplement and to be bound by the Deposit Agreement as amended or supplemented thereby. In no event shall any amendment or supplement
impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in
order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new
laws, rules or regulations which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the
Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws,
rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice
of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, or rules or
regulations.
21. Termination.
The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination
to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided
that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit
Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time
to time, before such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to
the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice
of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment
as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination
to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of
termination of the Deposit Agreement, the Holder will, upon surrender of such Holder’s Receipt at the Principal Office of the Depositary,
upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the
Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental
charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any
Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the
registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall
not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall
continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with
any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in
exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the
Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the
Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months
from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account,
without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered.
After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts
and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as
the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder
in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments).
Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except
as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial
Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged
only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement
and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement
obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective
date of termination).
22. Compliance
with U.S. Securities Laws; Regulatory Compliance. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary,
the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted
by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under
the Securities Act.
23. Certain
Rights of the Depositary; Limitations. Subject to the further terms and provisions of this Article (23), the Depositary, its
Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in
ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares. Such
evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof.
Unless requested in writing by the Company to cease doing so at least two Business Days before a proposed deposit, in its capacity as
Depositary, the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 of the Deposit Agreement
and (ii) deliver Shares prior to the receipt and cancellation of ADSs pursuant to Section 2.6 of the Deposit Agreement, including
ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release
Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above.
Each such Pre-Release Transaction will be (a) accompanied by or subject to a written agreement whereby the person or entity (the
“Applicant”) to whom ADSs or Shares are to be delivered (1) represents that at the time of the Pre- Release Transaction
the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (2) agrees
to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary
until such Shares or ADSs are delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary
or the Custodian, as applicable, such Shares or ADSs and (4) agrees to any additional restrictions or requirements that the Depositary
deems appropriate; (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary
deems appropriate; (c) terminable by the Depositary on not more than five (5) Business Days’ notice; and (d) subject
to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number
of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without
giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change
or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs
and Shares involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may
retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above,
but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). Nothing contained in Article II
of the Deposit Agreement or in any term governing the Receipt shall prevent or hinder the Company from dealing in its own securities,
including without limitation the Receipts and the Shares.
24. Ownership
Restrictions. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Articles of Incorporation
of the Company or applicable French law as if they held the number of Shares their ADSs represent. The Company shall inform the Holders,
Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time.
French law provides that any individual or entity
(including a holder of ADSs), acting alone or in concert with others, that acquires, directly or indirectly, more than one-twentieth (5%),
one-tenth (10%), three twentieth (15%), one-fifth (20%), one-quarter (25%), three tenth (30%), one-third (33%), one-half (50%), two-thirds
(66.66%), eighteen twentieth (90%) and nineteen twentieth (95%) of the share capital or the voting rights of the Company, or whose holdings
fall below any such threshold, must notify the Company and the Autorité des marchés financiers, the administrative agency
that has general regulatory authority over the French stock exchanges (no later than the close of the trading session of the fourth trading
day following the crossing, upwards or downwards, of the relevant threshold), in particular, of the number of equity securities it holds
and the voting rights attached thereto. In the case of a violation of the notification requirements provided for under French law, the
undeclared share capital interest in excess of the required notification threshold will be deprived of voting rights until the end of
a two-year period following the date on which the owner thereof has complied with such notification requirement. In addition, any shareholder
who fails to comply with the above requirements may have all or part of its voting rights suspended for up to five years by the commercial
court at the request of the Company’s chairman, any shareholder or the Autorité des marchés financiers.
In addition, the Company’s statuts provide
that every shareholder (including a holder of ADSs) who, directly or indirectly, acting alone or in concert with others, acquires ownership
of control of equity securities representing 1%, or any multiple of 1%, of the Company’s share capital or voting rights, or whose
holdings fall below any such limit, shall be required to notify the Company of such fact and of the securities giving access to the capital
or the voting rights potentially attached to these securities, within 5 trading days of such acquisition or disposition by letter with
acknowledgement of receipt. Failure to comply with such notification provisions will result in the application of the penalties provided
for under French law in the case of a violation of a legal notification requirement (as described above) if requested (and recorded in
the minutes of the relevant general meeting of shareholders) by one or more shareholders holding equity securities representing at least
5% of the Company’s share capital or voting rights. Holders of ADSs should provide any required notifications to the Company at
its principal address as set forth on its website.
25. Waiver.
EACH PARTY TO THE DEPOSIT AGREEMENT INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN
ADRS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR
OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH
HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).
26. Exclusive
Jurisdiction. By holding an ADR or an interest therein (including, without limitation, any ADSs), each Holder and Beneficial Owner
agrees that it may not raise, bring or pursue any suit, action or proceeding against the Company or the Depositary, or any of their respective
directors, officers, employees, agents and Affiliates other than in a federal or state court located in the County of New York, State
of New York and that, irrespective of the location or jurisdiction in which such Holder and/or Beneficial Owner resides or is organized,
only a court located in such County of New York jurisdiction shall have jurisdiction to hear and determine any suit, action or proceeding
and to settle any dispute that may arise out of or in connection with the Deposit Agreement, the ADRs, the ADSs or anything related thereto
or arising therefrom, and, for such purposes, each Holder and Beneficial Owner irrevocably submits to the exclusive jurisdiction of such
courts.
(ASSIGNMENT AND TRANSFER SIGNATURE LINES)
FOR VALUE RECEIVED, the undersigned
Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is
__________________________ and whose address including postal zip code is ____________________________________, the within Receipt and
all rights thereunder, hereby irrevocably constituting and appointing ____________________________attorney-in-fact to transfer said Receipt
on the books of the Depositary with full power of substitution in the premises.
| |
NOTICE: The signature of the Holder to this assignment must
correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any
change whatsoever. |
| |
|
| |
If the endorsement be executed by an attorney, executor,
administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence
of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. |
Exhibit (d)
 |
The Chrysler Building
405 Lexington Avenue, NY, NY 10174-1299
Tel: 212.554.7800 Fax: 212.554.7700
www.mosessinger.com |
Deutsche Bank Trust Company Americas, as Depositary
1 Columbus Circle
New York, New York 10019
American Depositary Shares
evidenced by American Depositary Receipts
for deposited ordinary shares of
Carrefour SA
Dear Sirs:
Referring to the Registration Statement on Form F-6,
to which this opinion is filed as Exhibit (d) thereof, relating to the above-entitled American Depositary Shares ("ADSs")
evidenced by American Depositary Receipts ("ADRs") each ADS representing one-fifth (1/5) of one (1) ordinary share of Carrefour
SA (the "Company"), a corporation incorporated under the laws of France. Capitalized terms used herein that are not herein defined
shall have the meanings assigned to them in the Deposit Agreement (the "Deposit Agreement") incorporated by reference, in Exhibit (a)(1) to
the Registration Statement.
In rendering the opinions set forth herein, we
have assumed that (i) the Deposit Agreement will have been duly authorized, executed and delivered by the Company and will constitute
a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, (ii) the relevant Deposited
Securities will have been duly deposited with a Custodian under and in accordance with all applicable laws and regulations, (iii) that
the choice of New York law contained in the Deposit Agreement is legal and valid under the laws of France and (iv) that insofar as
any obligation under the Deposit Agreement is to be performed in, or by a party organized under the laws of, any jurisdiction outside
of the United States of America, its performance will not be illegal or ineffective in any jurisdiction by virtue of the law of that jurisdiction.
Based upon and subject to the foregoing, we are
of the opinion that the American Depositary Shares covered by the Registration Statement, when issued in accordance with the terms of
the Deposit Agreement and the Registration Statement, will be legally issued and will entitle the registered holders thereof to the rights
specified in the Deposit Agreement and those ADRs.
The foregoing opinion is limited to the laws of
the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as
Exhibit (d) of the above-mentioned Registration Statement. In giving such consent, we do not admit thereby that we are within
the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
| |
Very truly yours, |
| |
|
| |
/s/ Moses & Singer LLP |
Exhibit (e)
Certification under Rule 466
The depositary, Deutsche Bank Trust Company Americas,
represents and certifies the following:
(1) That
it previously had filed a registration statement on Form F-6 (Carrefour SA 333-174370) that the Commission declared effective, with
terms of deposit identical to the terms of deposit of this registration statement.
(2) That
its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.
| By: | DEUTSCHE BANK TRUST COMPANY |
| | | AMERICAS, Depositary |
| |
By: |
/s/ Christopher Konopelko |
| |
Name: |
Christopher Konopelko |
| |
Title: |
Director |
| |
|
|
| |
By: |
/s/ Beverly George-Prowell |
| |
Name: |
Beverly George-Prowell |
| |
Title: |
Vice President |
Carrefour (PK) (USOTC:CRRFY)
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