Expert Corporate Governance Service (ECGS)
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Colruyt - EGM 08 October 2020

In general, Colruyt is compliant with the Belgian regulations relating to the organisation and procedures of an Extraordinary General Meeting.

Under ITEM II.3, the board of directors seeks authorisation to increase the Company's share capital to issue shares to its employees. As a matter of principle, ECGS generally favours employee stock ownership plans since such plans help to align the interests of employees with those of their companies. However, since the authority requested is not conform to its guidelines, ECGS recommends to vote OPPOSE.

In ECGS' view, ITEMS II.4 - II.8 are enabling resolutions of ITEM II.3 above. ECGS therefore recommends to vote OPPOSE to all these agenda items.

Concerning ITEM III.1 - ITEM III.2, the Board of Directors seeks to acquire and sell repurchased shares, without prior approval of the AGM being required. We consider the authority requested as an anti-takeover measure. We are not in favour of such measures and therefore we recommend to OPPOSE.



Etablissements FR Colruyt is engaged in wholesale, food service, distribution of fuels, production of electricity and digital printing. Co. has three operating segments: retail, which relates to stores under Co.'s own management which directly sell to retail customers and bulk consumers; wholesale and foodservice, which supplies to wholesalers, commercial customers and affiliated independent merchants; and other activities, which operates gas stations, engaged in printing and document management and provides alternative energy.


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