Colruyt N.V.

AGM Information • Sep 30, 2025

Limited liability company under Belgian law (NV/SA) COLRUYT GROUP Edingensesteenweg 196 in 1500 HALLE VAT BE 0400.378.485, RPR Brussels

REPORT OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS HELD ON 24 SEPTEMBER 2025

In the year 2025, on 24 September, the shareholders of the company convened in a General Meeting at the registered office in Halle in the presence of Ernst & Young, statutory auditor represented by Ms Eef Naessens, and in the presence of the following directors: Kriya One BV permanently represented by Jef Colruyt, Korys Business Services I NV permanently represented by Senne Hermans, Korys Business Services II permanently represented by Frans Colruyt, Korys Business Services III permanently represented by Wim Colruyt, Korys NV permanently represented by Ms Griet Aerts, Korys Management NV permanently represented by Ms Lisa Colruyt, Stefan Goethaert BV permanently represented by Stefan Goethaert, 7 Capital SRL permanently represented by Ms Chantal De Vrieze, Fast Forward Services BV permanently represented by Ms Rika Coppens, and Rudann BV permanently represented by Rudi Peeters.

In keeping with annual tradition, the official part is introduced by a short film capturing the highlights of the past financial year 2024/25.

The meeting is opened at 4 p.m. under the chairmanship of Mr Jef Colruyt. The Chairman invites Mr Kris Castelein to act as Secretary.

The meeting designates as tellers: Mr Duyck and Mr Blondiaux. The meeting agrees to this unanimously.

The Chairman tables:

the register of shareholders (the registered shares recorded in the Shareholders' Register in the company's name),

and the documentary evidence of the present General Meeting being called:

• a copy of the letters of invitation sent to the holders of registered securities, the statutory auditor and the directors on 25 August 2025;
• the publications in the Belgian Official Gazette, De Standaard and La Libre Belgique dated 25 August 2025.

The Chairman asks those present to sign the list of shareholders. After signature, it is noted that 551 shareholders are present or represented, who together account for 100.965.148 shares. Leaving aside the treasury shares held by the company, 84,06% of the share capital is thus represented. The General Meeting concludes that it can validly deliberate and decide upon the items on the agenda.

It is also noted that the following persons wish to attend the meeting:

• journalists,
• students,
• Colruyt Group employees.

The shareholders present are requested to grant permission for these parties to be admitted to the meeting. The meeting grants this permission by unanimous vote.

The Chairman announces that the agenda of today's meeting includes the following items:

1. Annual reports of the Board of Directors

Informative item: the Board of Directors' annual reports and the statutory auditor's reports relating to the financial year ended on 31 March 2025; as well as, for information purposes, the report of the Works Council. These relate to both the financial statements of Colruyt Group NV and the consolidated financial statements of Colruyt Group for the financial year ended on 31 March 2025.

2. Remuneration report for the financial year 2024-2025

Proposed resolution: to approve the remuneration report for the financial year ended on 31 March 2025.

3. Financial statements

• a. Proposed resolution: to approve the financial statements of Colruyt Group NV.
• b. Proposed resolution: to approve the consolidated financial statements of Colruyt Group NV.

4. Approval of the appropriation of profits of Colruyt Group NV

Proposed resolution: to approve the appropriation of profits of the financial year ending on 31 March 2025.

5. Distribution of the dividend

Proposed resolution: to approve the proposed dividend.

6. Discharge to the directors

Proposed resolution: to grant the directors of Colruyt Group NV discharge.

7. Discharge to the statutory auditor

Proposed resolution: to grant the statutory auditor discharge.

8. Reappointment of the statutory auditor

Proposed resolution: to reappoint the statutory auditor Ernst&Young Bedrijfsrevisoren, represented by Ms Eef Naessens.

9. Appointment of directors

• a. Proposed resolution: to reappoint Korys Business Services I NV, having as permanent representative Mr Senne Hermans, as director of Colruyt Group NV, for a term of four years expiring at the close of the General Meeting of 2029.
• b. Proposed resolution: to reappoint Korys Business Services II NV, having as new permanent representative Ms Hilde Cerstelotte, as director of Colruyt Group NV, for a term of four years expiring at the close of the General Meeting of 2029.
• c. Proposed resolution: to reappoint Fast Forward Services BV, having as new permanent representative Ms Rika Coppens, as director of Colruyt Group NV, for a term of four years expiring at the close of the General Meeting of 2029.
• d. Proposed resolution: to reappoint Rudann BV, having as permanent representative Mr Rudi Peeters, as director of Colruyt Group NV, for a term of four years expiring at the close of the General Meeting of 2029.
• e. Proposed resolution: to reappoint 7 Capital SRL, having as permanent representative Ms Chantal Devrieze, as director of Colruyt Group NV, for a term of two years expiring at the close of the General Meeting of 2027.

The agenda, the Board of Directors' annual report and the statutory auditor's report were submitted to the shareholders present during the meeting. These documents had also been made available electronically on the company's website www.colruytgroup.com under Invest/Shareholders' information prior to the meeting.

DELIBERATION AND RESOLUTIONS

Prior to handling the items on the agenda, the Chairman of the Board of Directors Jef Colruyt, Managing Director and CEO Stefan Goethaert, CFO Stefaan Vandammme and COO Retail Jo Willemyns extensively comment on the activities of Colruyt Group (broken down into the areas of expertise Food, Health & Well-being, Non-food and Energy), the strategic plan and the consolidated financial statements for the closed financial year 2024/25. To conclude, a brief commentary is provided on the financial outlook for the full financial year 2025/26. A summary of the explanation and the outlook for the financial year 2025/26 can be found in the 'Statement of the Chairman', which can be consulted on the company's website www.colruytgroup.com under Invest/Financial communication/Financial press releases.

The shareholders present are then given the opportunity to ask questions or put forward suggestions.

During the presentation, the Board once again underlined the importance of ensuring a level playing field at the level of the joint committees in the Belgian retail sector. In this context, further attention was devoted to how the group, through its business activity Spar and soon also Okay, intends to respond to the growing importance of Sunday openings and to the impact of abolishing the legally mandatory weekly closing day.

Shareholders are advised that the impact and potential deployment of artificial intelligence, with a view to enhancing productivity across all levels of the group, remain firmly on the radar of the Management.

The shareholders recommend that, to foster customer loyalty and customer engagement, Colruyt Group should more prominently capitalise on its strengths as the only truly Belgian retailer. Furthermore, the shareholders advise the group, as one of the country's largest companies, to further strengthen its interactions with federal, regional and local authorities. The Board of Directors highlighted, in this context, the substantial cash flows generated from the Belgian added value of the group which, through a multitude of levies and taxes, flow back to society. The Board called upon the government to allocate these funds effectively, inter alia towards supporting the competitiveness of Belgian enterprises, reducing environmental levies, strengthening preventive healthcare and investing in infrastructure.

With regard to the remuneration policy, the shareholders advise placing an even stronger emphasis on achieving a proper balance in linking variable remunerations to collective, individual and sustainability criteria, with fewer financial indicators and greater scope for intrinsic motivation and sustainability.

Referring to a number of divestments, the shareholders endorse the company's strategy to fully focus on its core business, i.e. the Food area of expertise, while pursuing profitable growth in the Health & Well-being area of expertise. The Board did however stress the importance of preserving sufficient scope for entrepreneurship.

Further clarification was provided regarding the exceptional gain arising from the alignment of the group's legal structure with the management of its activities by area of expertise. In the past financial year, the Food shareholdings were transferred, by way of a contribution, in kind to another legal entity overseeing the Food area of expertise; this transaction resulted in a purely accounting gain of EUR 2 billion in the books of Colruyt Group NV.

Following the provision of the annual financial information to the Works Councils, the relationship with the social bodies was also addressed.

The shareholders exchanged views with the Board on further growth opportunities for the retail network and on the business activities best suited to further drive both rural and urban development.

The Board of Directors takes note of all comments formulated by the shareholders and will take these into consideration during discussions at its next Board meetings.

After this detailed explanation and the any other business section, the General Meeting moves on to discussing the items on the agenda.

1. Annual report of the Board of Directors and report of the statutory auditor

The General Meeting takes note of the report of the Board of Directors, the reports of the statutory auditor, the report of the Works Council as well as the financial statements of the company and the consolidated financial statements of Colruyt Group, for information purposes.

The meeting grants the Chairman permission not to read out the Board of Directors' annual report and the statutory auditor's report.

The statutory auditor comments on their report and on the unqualified audit opinion delivered for both financial statements. The Secretary reads the report of the Works Council of 17 September 2025 to confirm that the financial information has been explained in detail.

2. Approval of the remuneration report 2024-2025

Ms Chantal De Vrieze, Chairwoman of the Remuneration Committee, comments on the remuneration report on the financial year 2024/25 (which can be found in the Corporate Governance section of the consolidated annual report closed on 31 March 2025 and on the website of Colruyt Group NV (www.colruytgroup.com)).

The meeting approves the remuneration report 2024-2025 by:

• 94.992.192 votes in favour,
• 5.972.956 votes against,
• no abstentions.

3. Financial statements

The Chairman requests the meeting to approve:

a. the financial statements of Colruyt Group NV for the financial year ending on 31 March 2025

The meeting approves the financial statements of Colruyt Group NV by:

• 100.947.374 votes in favour,

• 805 votes against,

• 16.969 abstentions.

b. the consolidated financial statements of Colruyt Group NV for the financial year ending on 31 March 2025

The meeting approves the consolidated financial statements of Colruyt Group NV by:

• 100.947.374 votes in favour,

• 805 votes against,

• 16.969 abstentions.

4. Approval of the appropriation of profits of Colruyt Group NV

The General Meeting is informed of a material inconsistency in the appropriation of profits as set out in the initial agenda. This inconsistency concerns a reclassification between the items 'Profit carried forward' and 'Profit share' in the company's financial statements. In addition, one component of the profit appropriation (namely the item 'Transfer to other reserves') had been erroneously omitted from the presentation of the initial agenda. Following the rectification of this inconsistency, the profit appropriation, and consequently the financial statements, were amended in accordance with Article 3:19, paragraph 1 of the Belgian Code on Companies and Associations. The omitted item was also added to the initial agenda.

The Board of Directors therefore proposes to the General Meeting that the profit be appropriated, by way of derogation from the initial agenda, in accordance with the corrected proposal presented:

TOEVOEGING AAN DE WETTELIJKE RESERVE	+ 570.398,48 EUR
UITKERING DIVIDEND	+ 165.742.148.28 EUR
WINSTPARTICIPATIE BOEKJAAR 2024/25	+ 1.964.128,90 EUR1
OVERBOEKING NAAR RESERVES	+ 173.402.112,27 EUR²
OVER TE DRAGEN WINST	+ 5.966.006.316,56 EUR3
TOTAAL:	+ 6.307.685.104,49 EUR

The meeting approves the corrected appropriation of profits by:

• 100.964.337 votes in favour,
• 811 votes against,
• no abstentions.

5. Distribution of the dividend

The Chairman asks for approval of the motion to allocate a gross dividend of EUR 1,38 per share. The

dividend covers the ordinary gross dividend of EUR 1,38 to be made available for payment on 30 September 2025, upon presentation of coupon no 16. The ex-dividend or ex-date is 26 September 2025. The record date is 29 September 2025.

The meeting approves the gross dividend by:

• 100.964.343 votes in favour,
• 805 votes against,
• no abstentions.

6. Discharge to the directors

a. The Chairman requests that the directors of Colruyt Group NV be granted discharge for their mandate during the financial year ending on 31 March 2025.

The meeting grants the directors of Colruyt Group NV discharge by:

• 99.972.482 votes in favour,
• 957.870 votes against,
• 34.796 abstentions.

7. Discharge to the statutory auditor

a. The Chairman requests that the statutory auditor be granted discharge for their mandate for Colruyt Group NV during the financial year ending on 31 March 2025.

The meeting grants the statutory auditor discharge for their mandate for Colruyt Group NV by: - 100.916.858 votes in favour,

• 13.494 votes against,
• 34.796 abstentions.

8. Reappointment of the statutory auditor

The Chairman requests the meeting to approve the reappointment of the private limited liability company Ernst&Young Bedrijfsrevisoren BV (B00160), with registered office in Kouterveldstraat 7B box 1, 1931 Machelen (Brabant) and with company number 0446.334.711, indirectly represented by Ms Eef Naessens, as statutory auditor of Colruyt Group NV for a three-year term expiring at the close of the General Meeting of 2028.

The meeting approves the reappointment of statutory auditor Ernst&Young Bedrijfsrevisoren BV with:

• 100.846.936 votes in favour,
• 118.212 votes against,
• no abstentions.

9. Reappointment of director

a. The Chairman requests the meeting to approve the appointment of Korys Business Services I NV, with registered office in 1500 Halle, Villalaan 96 and with company number 0418.759.787, having as permanent representative Mr Senne Hermans, as director of Colruyt Group NV for a four-year term expiring at the close of the General Meeting of 2029.

The meeting approves the appointment of Korys Business Services I NV by:

• 94.367.771 votes in favour,
• 6.597.377 votes against,
• no abstentions.
  • b. The Chairman requests the meeting to approve the reappointment of Korys Business Services II NV, with registered office in 1500 Halle, Villalaan 96 and with company number 0450.623.396, having as permanent representative Ms Hilde Cerstelotte (replacing Frans Colruyt), as director of Colruyt Group NV for a four-year term expiring at the close of the General Meeting of 2029.

The meeting approves the renewal of the directorship of Korys Business Services II NV by:

• 95.279.939 votes in favour,
• 5.684.959 votes against,
• 250 abstentions.
  • c. The Chairman requests the meeting to approve the reappointment of Fast Forward Services BV, with registered office at 1081 Koekelberg, De Neckstraat 22 box 20 and with company number 0479.445.561, having as permanent representative Ms Rika Coppens, as director of Colruyt Group NV for a four-year term expiring at the close of the General Meeting of 2029.

The meeting approves the renewal of the directorship of Fast Forward Services BV by:

• 100.468.027 votes in favour,
• 496.871 votes against,
• 250 abstentions.
  • d. The Chairman requests the meeting to approve the reappointment of Rudann BV, with registered office at 3000 Leuven, Familie de Bayostraat 83 and with company number 0765.433.631, having as permanent representative Mr Rudi Peeters, as director of Colruyt Group NV for a four-year term expiring at the close of the General Meeting of 2029.

The meeting approves the renewal of the directorship of Rudann BV by:

• 98.994.936 votes in favour,
• 1.969.962 votes against,

- 250 abstentions.

e. The Chairman requests the meeting to approve the reappointment of 7 Capital BV, with registered office at 1380 Lasne, Rue de Payot 14 and with company number 0895.361.369, having as permanent representative Ms Chantal De Vrieze, as director of Colruyt Group NV for a two-year term expiring at the close of the General Meeting of 2027.

The meeting approves the renewal of the directorship of 7 Capital SRL by

• 97.419.770 votes in favour,
• 3.545.128 votes against,
• 250 abstentions.

10. Other business

There being no further items to be considered, the voting results and the minutes of the present meeting are taken note of. The General Meeting has no further comments and the Chairman proposes to approve this report.

The minutes of the General Meeting are approved by unanimous vote.

It is further noted that the signals expressed through the votes against certain agenda items will be taken into consideration by the directors in the discussions of the committees and the Boards of Directors.

The report and the voting results are then signed by the Chairman, the Secretary, the tellers, the directors and the shareholders who wish to do so, as well as the statutory auditor.

[Followed by the signature page]

	VOOR	TEGEN	ONTHOUDING	TOTAAL	% voor
	DOUI	contre	abstentions	Totale	% DOUIT
AGENDAPUNT 2 - Remuneratieverslag	94.992.192	5 972.956	0	100.965.148	04.08%
Rapport de rémunération
- Goedkeuring aarrekening Colruyt Group NV AGENDAPUNT 3a	100.947.374	805	16.969	100.965.148	09,999%
Approbation des comptes annuels SA Colruyt Group
- Goedkeuring geconsolideerde jaarrekening Colruyt Group AGENDAPUNT 3b	100.947-374	805	16.969	100.965.148	%6008.68
Group Approbation des comptes annuels consolidés SA Colruyt
AGENDAPUNT 4 - Winstverdeling	100.964.337	81	0	100.965.148	4988.88
Répartition bénéficiaire
- Dividenduitkering AGENDAPUNT 5	100.964.343	805	0	100.965.148	4888,88
- Distribution du dividende
Kwijting aan bestuurders Colruyt Group NV - AGENDAPUNT 6	99.972.482	957.870	34.796	100.965.148	89.05%
Décharge aux administrateurs de la SA Colruyt Group
Kwijting aan commissaris Colruyt Group NV AGENDAPUNT 7-	100.916.858	13.494	34.796	100.965.148	99.99%
Colruyt Group SA - Décharge au commissaire pour ses activités pour la
- Mandaat EY Bedrijfsrevisoren BV AGENDAPUNT 8	100.846.936	118.212		100.965.148	99.88%
mandat de la SRL EY Réviseurs d'Entreprises
Herbenoeming Korys Business Services l AGENDAPUNT 9a	94.367.771	6.597.377	0	100.965.148	93.47%
Renouveler le mandat de Korys Business Services I
- Herbenoeming Korys Business Services II AGENDAPUNT 9b	95.279.939	5.684.959	250	100.965.148	94.37%
Renouveler le mandat de Korys Business Services II
- Herbenoeming Fast Forward Services BV AGENDAPUNT 9c	100.468.027	496.871	250	8 100.965.14	89,51%
Renouveler le mandat de Fast Forward Services BV
- Herbenoeming Rudann BV AGENDAPUNT 9d	98.994.936	1.969.962	250	100.965.148	98.05%
Renouveler le mandat de Rudann BV
AGENDAPUNT 9e - 7 Capital BV	97.419.770	3.545.128	250	100.965.148	96.49%
- Renouveler le mandat de 7 Capital BV
AGENDAPUNT - Vrijstelling voorlezing proces-verbaal (verslag) A.V.	100.965.148		0	100.965.148	100,000%	eenparigheid
Exemption de relire le procès-verbal de l'AG
AGENDAPUNT - Goedkeuring verslag Algemene Vergadering
- Approbation proces-verbal de l'Assemblee générale	100.965.148	0	0	100.965.148	100,000%	eenparigheid
Te lekenen door : Voorzitter, secretaris, aanwezige bestuurders, commissars, slemopnemers en de aandeelhouders die dit wensen,
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