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Colruyt N.V.

Proxy Solicitation & Information Statement Sep 8, 2025

3934_rns_2025-09-08_b5f952a1-0d1a-481f-9417-08875b2953e2.pdf

Proxy Solicitation & Information Statement

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PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF COLRUYT GROUP NV TO BE HELD ON 9 OCTOBER 2025

The undersigned

With domicile or registered office at

owner of shares of Colruyt Group NV
with registered office in 1500
Halle, Edingensesteenweg 196 and with company number 0400.378.485 (hereinafter the
"Company")
hereby appoints as his/her special representative:

in order to represent the undersigned (company) at the EXTRAORDINARY GENERAL MEETING of shareholders to be held at the registered office of the Company at 1500 Halle, Edingensesteenweg 196, on 9 October 2025 at 10 a.m.,

with the following 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.

VOTING Votes IN FAVOUR Votes AGAINST Abstentions
INSTRUCTION
Number:
  1. Setting of the issue price:

Proposal to set the issue price based on the average stock exchange price of ordinary Colruyt Group NV 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.

VOTING Votes IN FAVOUR Votes AGAINST Abstentions
INSTRUCTION
Number:
  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.

VOTING Votes IN FAVOUR Votes AGAINST Abstentions
INSTRUCTION
Number:
  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.

VOTING Votes IN FAVOUR Votes AGAINST Abstentions
INSTRUCTION
Number:
  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.

VOTING Votes IN FAVOUR Votes AGAINST Abstentions
INSTRUCTION
Number:
  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.

VOTING Votes IN FAVOUR Votes AGAINST Abstentions
INSTRUCTION
Number:

and authorise him to participate in all votes mentioned on the agenda, to approve all changes to that agenda, including all changes made to the proposed resolutions on the agenda, to issue and sign all minutes, to elect domicile, to appoint a replacement, and, in general to take all necessary or relevant steps for the fulfilment of this proxy, and promises ratification if necessary.

This proxy shall remain in full force for all meetings to be convened in order to decide on the same agenda, in the event of adjournment for lack of a quorum or for any other reason.

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

The Undersigned,

(N.B.: Date and precede the signature by the handwritten phrase "VALID AS PROXY")

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