The shareholders of Carrefour, meeting today in an Extraordinary General Assembly, have approved the capital increase for the funding of the public tender offer launched by Carrefour for the shares of Centros Comerciales Carrefour, its Spanish subsidiary.

In the event all of the Centros Comerciales Carrefour shares are tendered, and after using the 12.7 million shares already held by Carrefour, a maximum of 7.9 million shares would need to be issued, representing 1.1% of existing capital.

The public tender offer proposes to exchange 10 Centros Comerciales Carrefour shares for 3 Carrefour shares, and applies to 68.5 million Centros Comerciales Carrefour shares, representing 20.3% of the capital of Centros Comerciales Carrefour.

This exchange offer, which was approved by the CNMV on November 20, 2002, commenced on November 21, 2002 and will be open until December 27, 2002.

A prospectus relating to the listing of the Carrefour shares to be issued received a COB visa n° 02-1231 on December 11, 2002.

This transaction will not have any impact on the EPS of Carrefour in 2002, and will be slightly EPS relutive before and after the amortization of goodwill as from 2003.

According to Daniel Bernard, PDG of Carrefour:

"The capital increase approved today by our shareholders permits a simplification of the Carrefour structures and represents an opportunity for shareholders of Centros Comerciales Carrefour to participate in the future development of the group."

The Carrefour group also confirmed its objectives for 2002: an increase in sales of approximately 5% at constant exchange rates, and an increase in the EPS of 10% to 15%.

Contacts Presse : Christian d'Oléon - Christian Honoré 01 40 70 11 89
Relations Investisseurs : Vincent Barucq - Patrice Moulin 01 53 70 19 00
Relations Actionnaires : Véronique Kretz N° vert : 0805 902 902