Colruyt N.V.

AGM Information • Aug 28, 2023

POWER OF ATTORNEY FOR THE ORDINARY GENERAL MEETING OF 27 SEPTEMBER 2023

The undersigned

.

.............................................................................................................................................................................

residing at or having its registered office at

owner of ......................................... shares of ETN. FR. COLRUYT NV with registered office in 1500 Halle, Edingensesteenweg 196 and company number 0400.378.485 (hereinafter "the Company") hereby appoints as his/her special attorney:

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in order to represent the undersigned (company) at the ORDINARY GENERAL MEETING of shareholders, to be held at the registered office of the Company at 1500 Halle, Edingensesteenweg 196, on 27 September 2023 at 4 p.m.,

with the following agenda:

• 1. Communication of the annual reports of the Board of Directors and reports of the statutory auditor for the financial year ended 31 March 2022; also for information purposes the report of the works council. On both the financial statements of Etn. Colruyt NV and the consolidated financial statements of Colruyt Group for the financial year ended 31 March 2023.
• 1. Remuneration report for financial year 2022/23.

Proposed resolution: that the 2022/23 remuneration report be approved.

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1. a. Adoption of the financial statements for the year ending 31 March 2023.

Proposed resolution: that the company's financial statements be adopted.

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b. Adoption of Colruyt Group's consolidated financial statements for the year ending 31 March 2023.

Proposed resolution: that the consolidated financial statements of Colruyt Group be adopted.

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1. Distribution of dividend.

Motion to allocate a gross dividend of EUR 0.80 per share upon presentation of coupon no 13, made available for payment on 3 October 2023. The ex-dividend or ex-date is 29 September 2023. The record date is 2 October 2023.

Proposed resolution: that this dividend be approved.

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• 1. Proposal to approve the appropriation of profits as submitted below:
     -

ADDITION TO THE STATUTORY RESERVE:	+ 542.587,50 EUR
ADDITION TO THE UNAVAILABLE RESERVE	+ 48.079.710,74 EUR
DISTRIBUTION OF DIVIDEND:	+ 99.567.089,90 EUR
PROFIT CARRIED FORWARD:	+ 2.882.265.212,05 EUR
TOTAL:	+ 3.030.454.600,19 EUR

-

-

Proposed resolution: that the appropriation of profits as submitted above be approved.

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1. Reappointment of directors.

a. Proposal to renew the directorship of the Company for a period of two years expiring at the General Meeting of 2025: 7 Capital BV, with registered office in 1380 Lasne, Rue de Payot 14, RPR Brabant Wallon, with company number 0895.361.369 and having as permanent representative Ms. Chantal de Vrieze.

Proposed resolution: that the directorship of the Company be reappointed for a period of two years expiring at the General Meeting of 2025: 7 Capital BV, with registered office in 1380 Lasne, Rue de Payot 14, RPR Brabant Wallon, with company number 0895.361.369 and having as permanent representative Ms. Chantal de Vrieze.

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b. Notification of the expiry of the term of office as independent director of Dirk JS Van den Berghe BV, with registered office in 1640 Sint-Genesius-Rode, Sept-Fontaines 24, RPR Brussels, with company number 0767.628.603 and having as permanent representative Mr. Dirk Van den Berghe. The company's mandate will not be renewed.

c. Proposal to appoint in this regard as independent director of the Company for a period of two years expiring at the General Meeting of 2025: RUDANN BV, with registered office in 3000 Leuven, Familie de Bayostraat 83, RPR Leuven, with company number 0765.433.631 and having as permanent representative Mr. Rudi Peeters. The CV of Mr. Rudi Peeters is published for perusal at www.colruytgroup.com.

Proposed resolution: appointment as director of the Company for a period of two years expiring at the General Meeting of 2025: RUDANN BV, with registered office in 3000 Leuven, Familie de Bayostraat 83, RPR Leuven, with company number 0765.433.631 and having as permanent representative Mr. Rudi Peeters.

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1. Discharge to the (former) directors.

Proposal to grant the directors discharge for their activities during the 2022/23 reporting period. Proposed resolution: that the directors be granted discharge.

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1. Discharge to the statutory auditor.

Proposal to grant discharge to the statutory auditor for his activities during the 2022/23 reporting period.

Proposed resolution: that the statutory auditor be granted discharge.

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1. Other business

In order to attend this General Meeting or to be represented at it, the shareholders must comply with the provisions of article 27 and following of the articles of association.

Participation

The shareholders will only be admitted to the General Meeting and be able to exercise their voting right if the following two conditions are fulfilled:

1st condition: the shareholders, who wish to participate in the General Meeting, must be holder of the number of shares with which they intend to participate in the meeting. To this end, the shareholders must have their shares registered in the books on 13 September 2023 at midnight (registration date) at the latest. Registration is done either by registration of the registered shares with the company, or in conformity with article 7:134, § 2 of the Companies and Associations Code by registration of dematerialised shares on an account with a certified account holder or settlement institution that will draw up a registration certificate.

2nd condition: furthermore these shareholders must confirm in writing that they wish to participate in the General Meeting by 21 September 2023 at the latest. On 21 September 2023 at the latest, the company must receive proof that the shareholders wishing to participate in the General Meeting, held the number of shares with which they intend to participate in the meeting. For their registered shares, the shareholders can send the confirmation to the registered office of the Company (for the attention of the secretariat of the Board of Directors) or by mail to heidy.vanrossem@colruyt.be.

Holders of dematerialised shares can deposit this confirmation as well as the above-mentioned registration certificate by 21 September 2023 at the latest at the registered office of the company or at the different registered offices, branches and agencies of:

BNP Paribas Fortis Bank (Principal paying agent)

Proxies

The designation of a proxy holder and the notification of this designation to the company must be done in writing by 21 September 2023 at the latest. To this end, a model of the proxy that is available at the registered office and on the website of the company should be used. Notification can be done on paper or electronically as described in the 2nd condition above.

If the company or one of its branches, representatives or employees is designated as proxy holder, clear voting instructions must be given for the proxy forms to be considered valid.

Right to add items to the agenda

In accordance with article 7:130 of the Companies and Associations Code, one or more shareholders who represent at least 3 % of the capital of the company together, can have items added to the agenda of the General Meeting and submit proposed resolutions until 5 September 2023 at the latest. The company will in that case publish an amended agenda on 12 September 2023 at the latest.

Written questions

In accordance with article 7:139 of the Companies and Associations Code, the shareholders who comply with the admittance conditions are entitled to ask questions in writing to the directors and the auditor. These questions can be addressed by letter to the registered office of the Company (for the attention of the secretariat of the Board of Directors) or by email to heidy.vanrossem@colruytgroup.com until 21 September 2023 at the latest. The questions will only be answered if the shareholder has observed the registration and confirmation procedure for the General Meeting as mentioned above.

The reports of the Board of Directors, the reports of the auditor, the financial statements and the annual report of the Etn. Fr. Colruyt NV and of Colruyt Group will be available on our website 30 days before the General Meeting.

(https://www.colruytgroup.com/wps/portal/cg/En/home/investors/shareholders/general-meetings)

Done at ......................................................................................., on ...........................................

The undersigned,

(N.B.: Date and precede the signature by the handwritten mention "GOOD FOR POWER OF ATTORNEY")