POWER OF ATTORNEY FOR THE ORDINARY GENERAL MEETING OF 26 SEPTEMBER 2018

The undersigned

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residing at or having its registered office at

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being the holder of ......................................... shares of the limited liability company Etn. Fr. COLRUYT, with registered office at 1500 Halle, Edingensesteenweg 196 and company number 0400.378.485 (hereinafter referred to as "the Company") hereby appoints as 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 26 September 2018 at 4 p.m.,

with the following agenda:

-Annual reports of the Board of Directors and, for information purposes, the auditor's report. -Report of the Works Council (for information only). (All this on both the annual financial statements of Etn. Fr. Colruyt NV and the consolidated annual financial statements of Colruyt Group).

Proposed resolution: approval of the reports of the Board of Directors.

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INSTRUCTIONS
Number:

Remuneration report for financial year 2017-2018.

Proposed resolution: approval of the remuneration report 2017-2018.

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a. Adoption of the financial statements for the year ending 31 March 2018.

Proposed resolution: adoption of the company's annual financial statements.

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Number:

b. Adoption of the Colruyt Group's consolidated financial statements for the year ending 31 March 2018.

Proposed resolution: adoption of the Colruyt Group's consolidated financial statements.

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Distribution of dividend.

Motion to allocate a gross dividend of 1,22 EUR per share upon presentation of coupon no 8, made available for payment on 2 October 2018. The ex-dividend or ex-date takes place on 28 September 2018. The recorddate takes place on 1 October 2018.

Proposed resolution: approval of the proposed dividend.

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Proposal to approve the participation in the profit as submitted below:

* PROFIT TO BE APPROPRIATED: 1.140.655.443,09 EUR

* PARTICIPATION IN THE PROFIT:

ADDITION TO THE STATUTORY RESERVE:	+	1.015.786,20 EUR
ADDITION TO THE AVAILABLE RESERVE:	+	326.465.182,62 EUR
DISTRIBUTION OF DIVIDEND:	+	166.988.478,30 EUR
PROFIT SHARE REPORTING PERIOD 2017/2018:	+	5.963.586,89 EUR
BONUSES:	+	3.730.138,00 EUR
PROFIT CARRIED FORWARD:	+	636.492.271,08 EUR
TOTAL:	+	1. 140.655.443,09 EUR

* RETURN ON CAPITAL:

Coupon 8

--------------- 137.672.092 shares x 1,22 EUR =

167.959.952,24 EUR

Retained dividend of last reporting period (*): - 971.473,94 EUR

166.988.478,30 EUR

(*)The retained dividend covers last year's dividend with regard to the shares reserved for profit-sharing which Etn. Fr. Colruyt NV did not distribute. This amount is carried forward to this financial year.

* BASIS OF CALCULATION:

149.935.894 shares at 31/03/2017

- 260.458 shares at capital increase personnel on 18 December 2017
12.549.852 number of treasury shares at 13 June 2018
- 25.592 number of treasury shares reserved for profit-sharing (September 2018)

= 137.672.092 shares

The 'profit sharing' distribution concerns a distribution of profit to the employees of the company and of the companies belonging to Colruyt Group in Belgium, pursuant to the law of 22 May 2001 regarding participation in the capital and profit.

Proposed resolution: approval of the participation in the profit as submitted above.

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Proposal to approve that the profit share to be distributed to the company's employees who have elected to take their share in the profits as mentioned in item 5 above in the form of shares, be distributed by means of Etn. Fr. Colruyt NV treasury shares.

Proposed resolution: approval of this proposal.

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1. Reappointment of director.
a) Proposed resolution: to renew the directorship of Mr Jef Colruyt, national number 58.10.18-253.10, mentioned with its explicit approval) domiciled at 1670 Pepingen, Lossestraat 9, for a period of 4 years, to be reappointed after the General Meeting in 2022.

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1. Appointment of director.
a) Proposed resolution: to appoint as director, Korys Business Services III NV (company number 0422.041.357), with registered office in 1654 Huizingen, Guido Gezellestraat 126, permanently represented by Mr Wim Colruyt (national number 58.10.18-253.10, mentioned with its explicit approval), for a period of 4 years, to be reappointed after the General Meeting in 2022.

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1. Discharge to the directors.
a) Proposal to discharge Delvaux Transfer BVBA, permanently represented by Mr Willy Delvaux, former director of Etn. Fr. Colruyt NV, for his activities during the period 1/04/2017 - 27/09/2017.

Proposed resolution: to grant discharge to Delvaux Transfer BVBA.

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b) Proposal to discharge Korys Business Services III NV (formerly Herbeco NV), at the time permanently represented by Mr Piet Colruyt, former director of Etn. Fr. Colruyt NV, for his activities during the period 1/04/2017 - 27/09/2017.

Proposed resolution: to grant discharge to Korys Business Services III NV.

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c) Proposal to discharge the directors for their activities during the 2017-2018 reporting period.

Proposed resolution: to grant discharge to the directors.

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Discharge to the statutory auditor.

Proposal to discharge the statutory auditor for his activities during the 2017-2018 reporting period.

Proposed resolution: to grant discharge to the statutory auditor.

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Other business.

In order to attend this General Meeting or to be represented at it, the shareholders must comply with the stipulations of article 20 of the articles of association.

Participation

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

First condition: the shareholders, who wish to attend the General Meeting, should be holder of the number of shares with which they intend to take part in the meeting. To this end, the shareholders must have their shares registered in the books on 12 September 2018 (registration date) at the latest. Registration is done either by registration of the registered shares with the company, or in conformity with article 474 of the Companies Code by registration of dematerialised shares on an account with a certified account holder or settlement institution that will draw up a registration certificate.

Second condition: furthermore these shareholders must confirm in writing that they wish to attend the General Meeting by 20 September 2018 at the latest. On 20 September 2018 at the latest, the company must receive proof that the shareholders, who wish to attend the General Meeting, were holder of the number of shares with which they intend to take part 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 [email protected].

Holders of dematerialised shares can deposit this confirmation as well as the registration certificate mentioned above by 20 September 2018 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)

Powers of attorney

The designation of a proxy and the notification of this designation to the company must be done in writing by 20 September 2018 at the latest. To this end, a model of the mandate 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 above under the second condition.

When the company itself, an entity under its control, mandatary or employee, is appointed proxy holder, clear voting instructions must be given to ensure that the proxy forms can be considered as valid.

Right to add items on the agenda

In accordance with article 533ter of the Companies Code, one or more shareholders, who represent at least 3 % of the capital of the company together, can have new topics placed on the agenda of the General Meeting and submit proposals for resolutions until 4 September 2018 at the latest. In this case, the Company will publish an adapted agenda on 11 September 2018.

Written questions

In accordance with article 540 of the Companies 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 e-mail to [email protected] until 20 September 2018 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 statutory auditor, the annual accounts, and the annual report of Etn. Fr. Colruyt NV and of Colruyt Group will be available on our website 30 days prior to 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")

AI Terminal

Colruyt N.V.

3934_rns_2018-08-27_00ee294c-e8e1-457a-941f-007fa0c9293d.pdf