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Colruyt N.V.

Audit Report / Information Aug 28, 2017

3934_rns_2017-08-28_32efc23b-7575-4e6c-91a7-916e13dfaaab.pdf

Audit Report / Information

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Frnst & Young Réviseurs d'Entreprises Bedriifsrevisoren De Kleetlaan 2 B - 1831 Diegem

Tel: +32 (0) 2 774 91 11 Fax: +32 (0) 2774 90 90 ev.com

Statutory auditor's report to the general meeting of the company Etn. Fr. Colruvt NV for the year ended 31 March 2017

In accordance with the legal requirements, we report to you in the context of our statutory auditor's mandate. This report includes our opinion on the consolidated statement of financial position as at 31 March 2017, the consolidated income statement and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended 31 March 2017 and the notes (all elements together "the Consolidated Financial Statements"), and includes as well our report on other legal and requiatory requirements.

Report on the Consolidated Financial Statements - Unqualified opinion

We have audited the Consolidated Financial Statements of Etn. Fr. Colruyt NV ("the Company") and its subsidiaries (together "the Group") as of and for the year ended 31 March 2017, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union. The total of the consolidated statement of financial position amounts to $\epsilon$ (million) 4.094,8 and the consolidated statement of comprehensive income shows a profit for the year of € (million) 344,1.

Responsibility of the Board of Directors for the preparation of the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with the International Financial Reporting Standards as adopted by the European Union. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation of Consolidated Financial Statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the given circumstances.

Responsibility of the statutory auditor

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Group's preparation and presentation of the Consolidated Financial Statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

Société civile sous la forme d'une société coopérative à responsabilité limitée

Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid RPM Bruxelles - RPR Brussel - B.T.W. - T.V.A. BE 0446.334.711 - IBAN Nº BE71 2100 9059 0069 agissant au nom d'une société/handelend in naam van een vennootschap

Audit report dated 12 July 2017 on the Consolidated Financial Statements of Etn. Fr. Colruyt NV as of and for the year ended 31 March 2017 (continued)

We have obtained from the Board of Directors and the Company's officials the explanations and information necessary for performing our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Unqualified opinion

In our opinion, the Consolidated Financial Statements of the Group as at 31 March 2017 give a true and fair view of the consolidated net equity and financial position, as well as its consolidated results and its consolidated cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the European Union.

Report on other legal and regulatory requirements

The Board of Directors is responsible for the preparation and the content of the Board of Director's report on the Consolidated Financial Statements, in accordance with article 119 of the Belgian Company Code.

In the context of our mandate and in accordance with the additional standard issued by the 'Instituut van de Bedrijfsrevisoren/Institut des Réviseurs d'Entreprises' as published in the Belgian Gazette on 28 August 2013 (the "Additional Standard"), it is our responsibility to perform certain procedures to verify, in all material respects, compliance with certain legal and regulatory requirements, as defined in the Additional Standard. On this basis, we make the following additional statement, which does not modify the scope of our opinion on the Consolidated Financial Statements.

The Board of Director's report to the Consolidated Financial Statements includes the information required by law, is consistent with the Consolidated Financial Statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.

Diegem, 12 July 2017

Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by Daniel Wuyts Partner* * Acting on behalf of a BVBA/SPRL

Ref: 17/DW/0211

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