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Colruyt N.V.

Pre-Annual General Meeting Information Sep 8, 2025

3934_rns_2025-09-08_792bfbf2-fc1b-4254-8822-25070609d2d4.pdf

Pre-Annual General Meeting Information

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Colruyt Group NV

Limited liability company Registered office: Edingensesteenweg 196, 1500 Halle VAT number BE 0400.378.485 RPR (Register of Legal Entities) Brussels, Dutch-speaking section

The shareholders are invited to attend an extraordinary general meeting of Colruyt Group NV to be held on 9 October 2025 at 10 a.m. at the registered office of Colruyt Group NV in 1500 Halle, Edingensesteenweg 196 (hereinafter the 'Extraordinary General Meeting').

The Extraordinary General Meeting will be held in person only. Alternatively, those who wish to do so may exercise their rights by granting a proxy.

Agenda:

  • I. Increase of capital with public issue reserved for the employees, by virtue of article 7:204 of the Code on Companies and Associations
      1. Acknowledgement of the report of the board of directors of 12 June 2025 in accordance with articles 7:179 and 7:191 of the Code on Companies and Associations, setting out the purpose of and justification for the proposal for an increase of capital in cash with the waiver of the pre-emptive rights of the shareholders in the company's interest, for the benefit of the employees of Colruyt Group NV who fulfil the criteria defined in the said report.

Acknowledgement of the report of Ernst & Young Bedrijfsrevisoren BV, represented by Ms Eef Naesens, statutory auditor of Colruyt Group NV, drawn up on 26 August 2025 in accordance with articles 7:179 and 7:191 of the Code on Companies and Associations (for information purposes).

  1. Proposal for the issuance of a maximum of 1.000.000 new registered shares without stated nominal value, in accordance with the terms and conditions set out in the board of directors' report referred to above.

Proposed resolution: to approve the issuance of a maximum of 1.000.000 new registered shares with no stated nominal value.

  1. Setting of the issue price:

Proposal to set the issue price based on the average stock exchange price of ordinary Colruyt shares over the 30 days preceding the Extraordinary General Meeting which is to decide on this issuance, with a maximum discount of up to 20% potentially applicable.

Proposed resolution: to approve the setting of the issue price in accordance with the criteria specified above.

  1. Proposal to waive, in the interest of the company, the pre-emptive right to subscribe to these shares granted to the shareholders pursuant to article 7:191 et seq. of the Code on Companies and Associations, in favour of the employees as provided above.

Proposed resolution: to approve the waiver of the pre-emptive right as specified above.

  1. Increase of the capital

Proposal to increase the capital in favour of the employees of Colruyt Group NV pursuant to article 7:204 of the Code on Companies and Associations, subject to the suspensive condition of subscription, through the issuance of the aforementioned new shares under the terms set out above and at the issue price determined by the Extraordinary General Meeting.

Proposal to set the maximum amount by which the capital may be increased following subscription, by multiplying the issue price of the new shares as determined by the Extraordinary General Meeting by the maximum number of new shares to be issued. The right to subscribe to the new shares is reserved for the employees of Colruyt Group NV and its affiliated companies, as specified above.

The capital shall only be increased in the event of subscription and by the amount of such subscription, whereby, in the event that the number of subscriptions exceeds the set maximum number of new shares to be issued, an allocation shall take place, allowing, in the first place, for the possibility of obtaining the maximum tax benefit per employee, and providing, in a further stage, for a pro rata reduction to be applied based on the number of subscriptions per employee.

Proposed resolution: to approve the increase of the capital under the terms set out above.

  1. Subscription period

Proposal that subscriptions shall open on 20 October 2025 and close on 19 November 2025.

Proposed resolution: to approve the opening of subscriptions on 20 October 2025 and closure on 19 November 2025.

  1. Granting of powers to the board of directors:

Proposal for the granting of powers to the board of directors to determine the issue price under the terms set out in point 3 above, to approve the documentation relating to the offering, to receive applications for subscription, to request and receive contributions, to establish at the end of the subscription period the number of subscriptions as well as the amount subscribed, to determine the amount of the increase of capital accordingly, within the maximum set by the Extraordinary General Meeting, to implement the increase of capital within that same limit, to record its paying up in

cash, to have the resulting change in the amount of the capital and the number of shares mentioned in the current article 5 'Capital and number of securities issued' of the articles of association recorded by a notary and to implement the resolutions of the Extraordinary General Meeting with respect to all of these actions, to determine all terms insofar as they are not set by the Extraordinary General Meeting, to enter into all agreements and, in general, to take all steps necessary to this end.

Proposed resolution: to approve the granting of powers to the board of directors for the aforementioned actions.

To attend or be represented at this Extraordinary General Meeting, shareholders must comply with the provisions of the current article 27 et seq. of the articles of association.

Participation

Shareholders will be admitted to the Extraordinary General Meeting and be able to exercise their right to vote only if the two following cumulative conditions are met:

1 st condition: shareholders wishing to participate in the Extraordinary General Meeting must hold 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 no later than midnight on 25 September 2025 (registration date). Registration is effected either by registration of the registered shares with Colruyt Group NV, or in conformity with article 7:134, § 2 of the Code on Companies and Associations by registration of the dematerialised shares in an account with a certified account holder or settlement institution, which will issue a registration certificate.

2 nd condition: furthermore, these shareholders must confirm in writing by 3 October 2025 at the latest that they wish to participate in the Extraordinary General Meeting. By 3 October 2025 at the latest, Colruyt Group NV must receive proof that the shareholders wishing to participate in the Extraordinary General Meeting, held the number of shares with which they intend to participate in the meeting. For their registered shares, shareholders can send the confirmation to the registered office of Colruyt Group NV (for the attention of the secretariat of the board of directors) or by email to [email protected].

Holders of dematerialised shares can deposit this confirmation as well as the above-mentioned registration certificate by 3 October 2025 at the latest at the registered office of Colruyt Group NV (for the attention of the secretariat of the board of directors) or by email to [email protected] or at the various registered offices, branches and agencies of:

BNP Paribas Fortis Bank (Principal paying agent).

Proxies

The designation of a proxy and the notification of such designation to Colruyt Group NV must be made in writing no later than 3 October 2025. To this end, a proxy template available at the registered office and on the website of Colruyt Group NV must be used. Notification may be given on paper or electronically as described under the 2nd condition above.

The above formalities regarding the registration date also apply to shareholders participating by proxy.

The appointed proxy need not necessarily be a shareholder of Colruyt Group NV. If Colruyt Group NV or one of its branches, representatives or employee is designated as a proxy, clear voting instructions must be provided in order for the proxy forms to be considered valid.

Right to add items to the agenda and submit new proposed resolutions.

In accordance with article 7:130 of the Code on Companies and Associations, one or more shareholders who together represent at least 3% of the capital of Colruyt Group NV, can have items added to the agenda of the Extraordinary General Meeting and submit proposed resolutions until 17 September 2025 at the latest. In such case, Colruyt Group NV will publish an amended agenda no later than 24 September 2025.

Right to ask questions

In accordance with article 7:139 of the Code on Companies and Associations, shareholders who comply with the admittance conditions are entitled to ask questions regarding the items on the agenda to the directors and the statutory auditor of Colruyt Group NV in writing prior to the Extraordinary General Meeting.

These questions can be addressed by letter to the registered office of Colruyt Group NV (for the attention of the secretariat of the board of directors) or by email to [email protected] until 3 October 2025 at the latest. The questions will be answered only if the shareholder has complied with the foregoing registration and confirmation procedure for the Extraordinary General Meeting.

Availability of the documents

This convening notice, the proxy form, the reports of the board of directors and the report of the statutory auditor will be made available on the website of Colruyt Group NV 30 days prior to the Extraordinary General Meeting.

(https://www.colruytgroup.com/en/investor-relations/stakeholder-information/generalmeetings)

Protection of personal data

Colruyt Group NV is responsible for the processing of personal data which it receives from shareholders and proxies in connection with the Extraordinary General Meeting; for information regarding the processing of such data, it refers to its 'Privacy statement', which can be consulted at the bottom of the website of Colruyt Group NV (www.colruytgroup.com).

For the board of directors

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