Colruyt N.V.

Proxy Solicitation & Information Statement • Sep 10, 2018

POWER OF ATTORNEY FOR THE EXTRAORDINARY GENERAL MEETING OF 10 OCTOBER 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: ..............................................................................................................................................................................

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 10 October 2018 at 10.00 a.m.,

with the following agenda:

I.1. Report of the Board of Directors of 14/06/2018, giving a description and detailed justification of the proposed capital increase with the pre-emptive right waived in the interest of the Company, in the favour of the employees of the Company and the Colruyt Group, who meet the criteria described in the said report.

FOR INFORMATION ONLY. NO VOTE.

I.2. Report of BCBVA Ernst & Young, represented by Mr Daniel Wuyts, statutory Auditor, drawn up on 24/08/2018 in accordance with article 596 of the Companies Code.

FOR INFORMATION ONLY. NO VOTE.

I.3. Proposal to issue a maximum of 1,000,000 new registered shares without face value, under the conditions described in the report of the Board of Directors mentioned above.

Proposed resolution: approval of the issue of maximum 1,000,000 new registered shares without face value.

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I.4. Proposal to set the issue price on the basis of the average stock market price of the ordinary Colruyt share over the 30 days preceding the Extraordinary General Meeting that will decide upon this issue, after application of a maximum discount of 20 %.

Proposed resolution: approval to determine the issue price according to the criteria mentioned above.

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I.5. Proposal to waive the pre-emptive subscription right to these shares as given to shareholders by article 595 and

onwards of the Companies Code, in the favour of employees as mentioned above, in the interest of the Company.

Proposed resolution: approval to waive the pre-emptive subscription right as determined above.

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I.6. Proposal to increase the share capital, under the suspensive condition of subscription, by the issue of the new shares mentioned above, under the conditions specified above, and at the issue price set by the Extraordinary General Meeting.

Proposal to set the maximum amount by which the share capital can be increased after subscription, by multiplying the issue price of the new shares set by the Extraordinary General Meeting with the maximum number of new shares to be issued. Subscription to the new shares shall be reserved for employees of the company and its related companies, as specified above.

The capital shall only be increased in the event of subscription and this by the amount of this subscription. If the number of shares subscribed to is greater than the specified maximum number of new shares to be issued, there shall be a distribution whereby in the first instance the possibility of obtaining the maximum tax benefit for each employee shall be considered, and in a next stage a proportionate decrease shall be applied in relation to the number of shares subscribed to by each employee.

Proposed resolution: approval of the increase of the share capital under the conditions stipulated above.

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I.7. It is proposed to open the subscription period on 15/10/2018 and close it on 15/11/2018.

Proposed resolution: approval to open the subscription period on 15/10/2018 and to close it on 15/11/2018.

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I.8. Proposal to authorise the Board of Directors to receive the subscription applications, to collect and receive the contributions, at the end of the subscription period to determine the number of shares subscribed as well as the subscribed amount, to set the capital increase by this amount within the maximum amount set by the Extraordinary General Meeting, and to certify by notary the realisation of the capital increase within the same limit, the payment of it in cash, as well as the resulting change of the amount of the share capital and the number of shares stated in article 5 "Share capital" of the articles of association, and to execute the resolutions of the Extraordinary General Meeting for all these transactions, and to this end to set all conditions, insofar as they have not been set by the Extraordinary General Meeting, to conclude all agreements, and in general to take any action necessary.

Proposed resolution: approval to authorise the Board of Directors to undertake the actions mentioned above.

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II.a. Proposal to approve the Special report of the Board of Directors dated 14/06/2018 by virtue of article 604 of the Companies Code with regard to the authorised capital.

Proposed resolution: approval of the Special report of the Board of Directors.

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II.b. Proposal to increase the amount by which the Board of Directors is authorised to increase the share capital to 315,000,000 Euro and to amend the wording of article 6 accordingly.

Proposed resolution: approval to increase the amount by which the Board of Directors is authorised to increase the share capital to 315,000,000 Euro and to amend the wording of article 6 accordingly.

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II.c. Proposal to renew the authorisation of the Board of Directors to increase the share capital within the limits of the authorised capital for a period of three years as from the date of the Extraordinary General Meeting deciding thereupon (dd. 10/10/2018).

Proposed resolution: approval of the renewal of the above mentioned authority.

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II.d. Proposal to renew the authorisation of the Board of Directors to increase the subscribed capital by virtue of article 6 of the articles of association, under the conditions set forth in article 607, par. 2 of the Companies Code – as of the time the company has been notified by the Financial Services and Markets Authority (FSMA) of a public take-over bid on the securities of the company. The authorisation is granted for a term of three years as from the date of the Extraordinary General Meeting deciding thereupon.

Proposed resolution: approval of the renewal of the above mentioned authority.

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III.a. Proposal to replace the first paragraph by the following:

"The Board of Directors is authorised to increase the share capital on one or more occasions by a total amount of THREE HUNDRED FIFTEEN MILLION EURO (315,000,000 EUR)."

Proposed resolution: approval of the above mentioned amendment to article 6.

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IV. Proposal to maintain the company's register of shareholders for registered shares preferably in electronic form.

Proposed resolution: approval of the above proposal.

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V. Proposal to authorise the Board of Directors of the company to execute the decisions of the Extraordinary General Meeting and to take any action necessary to that end.

Proposed resolution: approval of the above mentioned authority.

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and hereby grants him powers to participate in any vote appearing on the agenda, to approve any amendments to this agenda, e.g. any amendments to the proposed resolutions included in this agenda, to pass and sign all minutes, to elect domicile, to appoint as substitute and in general to take all action deemed necessary or useful for the execution of the present power of attorney, hereby promising ratification if required.

The present power of attorney shall remain in full effect for any meeting convoked to decide on the same agenda items, in the event the meeting is adjourned for lack of quorum or for any other reason.

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

The undersigned,

(N.B. : Date and precede the signature by the handwritten mention "GOOD FOR POWER OF ATTORNEY)