Report
Expert Corporate Governance Service (ECGS)
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Colruyt- EGM 10 October 2019

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

Under ITEM I.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 I.4 - I.8 are enabling resolutions of ITEM I.3 above. ECGS therefore recommends to vote OPPOSE to all these agenda items.

Under ITEM II.2, the board of directors seeks authorisation to repurchase own shares. In aggregate, the authority requested is limited to 19.10% of Colruyt’s share capital (after the proposed capital increase under ITEM I.3 above) and thereby substantially exceeds ECGS’ guidelines. Consequently, ECGS recommends to vote OPPOSE.

Underlying
Colruyt

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.

Provider
Proxinvest
Proxinvest

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