EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines on EU MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments (as amended, "EU MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that:

  1. the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive EU MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

1

Final Terms dated 24 November 2022

Carrefour

Legal Entity Identifier (LEI): 549300B8P6MUJ1YWTS08

Issue of Euro 350,000,000 4.125 per cent. Sustainability-Linked Notes due 12 October 2028

to be assimilated and form a single Series with the existing

Euro 500,000,000 4.125 per cent. Sustainability-Linked Notes due 12 October 2028

issued on 12 October 2022 under the €12,000,000,000

Euro Medium Term Note Programme

Series No.: 62

Tranche No.: 2

Issue Price: 101.668 per cent. plus accrued interest from the Interest Commencement Date to but

excluding the Issue Date

BofA Securities Europe SA

Goldman Sachs Bank Europe SE

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions set forth in the Base Prospectus dated 25 May 2022 which received approval no. 22-182 from the Autorité des marchés financiers ("AMF") in France on 25 May 2022, the first supplement to the Base Prospectus dated 27 September 2022 which received approval no. 22-400 from the AMF on 27 September 2022 and the second supplement to the Base Prospectus dated 14 November 2022 which received approval no. 22-444 from the AMF on 14 November 2022 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as may be amended from time to time, the "EU Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus, the supplement to the Base Prospectus and the Final Terms are available for viewing on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.carrefour.com).

1.

(i)

Series Number:

62

(ii)

Tranche Number:

2

  1. Date on which the Notes become fungible:

The Notes will be assimilated (assimilées) and form a single series with the existing €500,000,000 4.125 per cent. Sustainability-Linked Notes due 12 October 2028 issued by the Issuer on 12 October 2022 (the Existing Notes) as from the date of assimilation which is expected to be on or about 40 calendar days after the Issue Date.

2.

Specified Currency:

Euro ("€")

3. Aggregate Nominal Amount of Notes admitted to trading:

(i)

Series:

€850,000,000

(ii)

Tranche:

€350,000,000

2

4.

Issue Price:

101.668 per cent. of the Aggregate Nominal

Amount plus an amount of €531.16 per Note

corresponding to accrued interest from the Interest

Commencement Date to but excluding the Issue

Date (47 days accrued).

5.

Specified Denomination(s):

€100,000

6.

(i)

Issue Date:

28 November 2022

(ii)

Interest Commencement Date:

12 October 2022

7.

Maturity Date:

12 October 2028

8.

Interest Basis:

4.125

per

cent.

Fixed

Rate

as may be adjusted from time to time in accordance

with Condition 5(d) and paragraph 15 below

(further particulars specified below)

9.

Change of Interest Basis:

Not Applicable

10.

Put/Call Options:

Redemption of Residual Outstanding Notes at the

Option of the Issuer

Residual Maturity Redemption at the Option of the

Issuer

Make-Whole Redemption by the Issuer

Change of Control Put Option

(further particulars specified below)

11.

(i)

Status of the Notes:

Unsubordinated Notes

(ii) Date of the corporate authorisations for issuance of the Notes:

Resolution of the Board of Directors (Conseil d'administration) of the Issuer dated 16 February 2022, as amended by the resolution of the Board of Directors (Conseil d'administration) of the Issuer dated 26 October 2022 and decision of Matthieu Malige, Directeur Exécutif Finances et Gestion of the Issuer dated 21 November 2022

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12. Fixed Rate Note Provisions (Condition 5(a))

  1. Rate of Interest:

Applicable

4.125 per cent. per annum payable in arrear on each Interest Payment Date, subject as set out in Condition 5(d) and paragraph 15 below.

(ii)

Interest Payment Dates:

12 October in each year, commencing on 12

October 2023 and ending on the Maturity Date

(iii)

Fixed Coupon Amount:

€4,125 per Specified Denomination, subject to

adjustment as a result of the application of

Condition 5(d) and paragraph 15 below.

3

(iv)

Broken Amount:

Not Applicable

(v)

Day Count Fraction (Condition 5(j)):

Actual/Actual-ICMA

(vi)

Determination Dates (Condition 5(j)):

12 October in each year

13.

Floating Rate Note Provisions (Condition

Not Applicable

5(b))

14.

Zero

Coupon

Note

Provisions

Not Applicable

(Conditions 5(e) and 6(b))

15.

Sustainability Interest Step Up Option

Applicable

(i)

Key Performance Indicator(s):

Packaging KPI and Food Waste KPI

(ii)

Sustainability Performance Target(s):

21,500 tonnes of packaging saved or plastic

avoided by 2027 (cumulative since 2017) in

respect of the Packaging KPI

Reduction of food waste by 55% by 2027 (using

2016 as the base year) in respect of the Food Waste

KPI

(iii)

External Verifier:

Mazars or such other independent qualified

assurance provider with relevant expertise,

appointed by the Issuer.

(iv)

Baseline Date(s):

2017 in respect of the Packaging KPI

2016 in respect of the Food Waste KPI

(v)

Target Observation Date:

31 December 2027

(vi)

Step Up:

0.25 per cent. per annum (i.e. €250 per Specified

Denomination) per Key Performance Indicator

with respect to the Target Observation Date falling

on 31 December 2027.

(vii)

Interest Step Up Payment Date(s):

Interest Payment Date falling on the Maturity Date

PROVISIONS RELATING TO REDEMPTION

16.

Call Option (Condition 6(d))

Not Applicable

17. Redemption of Residual Outstanding Applicable

Notes at the Option of the Issuer (Condition 6(e))

(i)

Minimum Percentage:

75.00 per cent.

(ii)

Notice period:

As per Conditions

18. Residual Maturity Call Option Applicable

(Condition 6(f))

(i)

Residual Maturity Redemption Dates:

at any time, no earlier than 3 months before the

4

  1. Notice period:

19. Make-Whole Redemption by the Issuer (Condition 6(g))

  1. Reference Security:

Maturity Date

As per Conditions

Applicable

0.25 per cent. Federal Government Bund of Bundesrepublik Deutschland DBR due 15 August 2028 with ISIN: DE0001102457

(ii)

Reference Dealers:

As per Conditions

(iii)

Redemption Margin:

0.40%

(iv)

Make-Whole Calculation Agent:

As specified in the Make-Whole Call Notice

20.

Put Option (Condition 6(h))

Not Applicable

21 Change of Control Put Option Applicable (Condition 6(j))

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22.

Form of Notes:

Dematerialised Notes

(i)

Form of Dematerialised Notes:

Applicable

Bearer dematerialised form (au porteur)

(ii)

Registration Agent:

Not Applicable

(iii)

Temporary Global Certificate:

Not Applicable

(iv)

Applicable TEFRA exemption:

Not Applicable

23.

Financial Centre (Condition 7(h)):

TARGET 2

24.

Talons for future Coupons to be attached to

Not Applicable

Definitive Materialised Notes (and dates on

which such Talons mature) (Condition

7(f)):

25. Details relating to Instalment Notes Not Applicable (Condition 6(a)):

26. Representation of holder of Notes/Masse:

Condition 11 applies.

MASSQUOTE S.A.S.U.

RCS 529 065 880 Nanterre

33, rue Anna Jacquin

92100 Boulogne Billancourt

France

Represented by its Chairman

For the entire Series referred to herein, the

Representative will be entitled to a remuneration of

€450 per year (VAT excluded) on each Interest

Payment Date (excluding the Maturity Date) with

5

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Carrefour SA published this content on 25 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 November 2022 10:53:09 UTC.