FINANCIAL YEAR 2004/2005 - KU Leuven...FINANCIAL YEAR 2004/2005 Etn. Fr. COLRUYT LIMITED LIABILITY...

FINANCIAL YEAR 2004/2005

Etn. Fr. COLRUYTL IM ITED L IAB I L IT Y COMPANY

Head office:

Wilgenveld

Edingensesteenweg 196

B-1500 HALLE

RPR Brussel: 12.121

VAT: BE 400.378.485

Company number: 0400.378.485

Tel. 02 360 10 40

Fax 02 360 02 07

Internet: www.colruyt.be

E-mail: [email protected]

ANNUAL REPORT

presented to the Annual General Meeting

of September 21st 2005

by the

BOARD OF DIRECTORS

and

REPORT

from the

STATUTORY AUDITOR

Halle, June 24th 2005

Dit jaarverslag is eveneens in het Nederlands beschikbaar.

Ce rapport annuel est également disponible en français.

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Board of directors, auditors and managementcommittee 3

Corporate/sustainable Governance 5

Consolidated Colruyt Group 71.1 Composition of the Colruyt Group1.2 Annual review 2004/2005 - Financial Information 81.3 Forecasts 101.4 Personnel information 11

• Share issue reserved for employees• Capital increase by incorporation of reserves• Profit share• Employment 12• Wage costs - net pay - contribution to the treasury

Shareholders - Colruyt Shares 132.1 Shareholders' diary2.2 Dividend of the financial year 2004/20052.3 Shareholdings 142.4 Repurchase of shares2.5 Shareholder structure 152.6 Ethibel 162.7 Financial information on www.colruyt.be

Colruyt Distribution 173.1 Financial information - Key data3.2 Development of the Colruyt shops 193.3 Colruyt Distribution subsidiaries3.4 Outlook for the financial year 2005/2006 203.5 Colruyt and the lowest prices3.6 Colruyt and quality3.7 Colruyt and its customers 223.8 Colruyt and its employees3.9 Colruyt and society 233.10Colruyt and the environment 24

OKay 26

DreamLand 27

Spar 28

operations in France: Pro à Pro Distribution 307.1 Financial information - Key data7.2 GMS activities (Grandes et Moyennes Surfaces)7.3 Foodservice activities 31

Druco 32

Infoco - Createch Engineering - Dolmen IP 33

Financial analysis 3410.1 Source and Application of Funds10.2 History of the key consolidated figures 35

Notes to the Colruyt Group consolidated annual accounts 36

Consolidated annual accounts of the Colruyt Group 40

Report from the Statutory Auditor on the consolidated annual accounts of the Colruyt Group 51

Main differences BGAAP-IAS/IFRS 52

Abridged annual accounts of Etn. Fr. Colruyt N.V. 5615.1 Abridged balance sheet of Etn. Fr. Colruyt N.V. of 31 March 200515.2 Abridged profit and loss account of Etn. Fr. Colruyt N.V. 5715.3 Appropriation of profit of Etn. Fr. Colruyt N.V., financial year

2004/2005 58

Contents

2

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Board of directors

Composition

Representing the main shareholders, executive directors:

Jef COLRUYT Director - Chairman (2010)René DE WIT Managing Director (2005)Frans COLRUYT Director (2005)

Representing the main shareholders, non-executive directors:

Piet COLRUYT Director (2005)François GILLET Director (2008) - Manager at S.A. SofinaN.V. ANIMA Director (2008), permanently represented by : Jef ColruytN.V. HERBECO Director (2005), permanently represented by : Piet ColruytN.V. FARIK Director (2005), permanently represented by : Frans ColruytJean de LEU de CECIL Secretary

Auditor

CVBA Klynveld Peat Marwick Goerdeler - Company Auditorsrepresented by Ludo RUYSEN (2007) and Jo VANDERBRUGGEN (2007).

Appointments

Reappointment of directors :

The appointments of Messrs. René De Wit, Piet Colruyt, Frans Colruyt and the companies N.V.Herbeco and N.V. Farik as directors will end after the General Meeting of September 21st 2005. Mr Frans Colruyt, N.V. Herbeco and N.V. Farik are standing for re-election for a term of 4 years.Mr Piet Colruyt does not ask to be reappointed, but will remain a permanent representative ofN.V. Herbeco.

Mr René De Wit - Managing Director - has given notice that he would like topermanently retire from business in order to concentrate on his spiritual and intellectualdevelopment. This means that he does not wish to renew his appointment and that hewill no longer be active in the Colruyt Group after the General Meeting. We thank Mr De Wit for his many years of service and his valuable contribution to thedevelopment of the Colruyt Group.

( ) Year in which mandate ends with possible reappointment by the Annual General Assembly.

Board of directors, auditors andmanagement committee

3

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4

Colruyt Group ManagementJef COLRUYT Director - ChairmanRené DE WIT Managing Director,

Colruyt Group Financial Manager (until 10/2005)Luc ROGGE General Manager of Colruyt DistributionDries COLPAERT General Manager Pro à Pro Distribution (France)Tony VERLINDEN Personnel and Administration ManagerMonny QUERIDO Manager of SPARJohan GEEROMS Manager of DreamLandWim BIESEMANS Colruyt Group Financial Manager (as of 10/2005)

Future BoardJef COLRUYT Director - ChairmanRené DE WIT Managing Director,

Colruyt Group Financial Manager (until 10/2005)

General administration

Tony VERLINDEN Personnel and Administration ManagerPhilip CATTRYSSE IT Department Manager (N.V. Infoco)Filip VAN LANDEGHEM Deputy Manager Prospecting, Assets and Liabilities,

and DATS 24Wim BIESEMANS Colruyt Group Financial Manager (as of 10/2005)

Colruyt Distribution

Luc ROGGE General Manager of Colruyt DistributionDirk DEPOORTER Purchasing Manager Johan VANDENBOSSCHE Warehousing and Production Departments ManagerFrans COLRUYT Manager Construction and Technical Team Colruyt (BTTC)Jean-Pierre ROELANDS Marketing ManagerMarc VANDEVELDE Sales Manager Claude ROMAIN Sales Manager Erik PAPPAERT Sales Manager Jan PRINSEN Fresh Produce Sales ManagerAndré VANDENBOSSCHE Manager Meat Products and VlevicoKarel MATTHIJS Non-Food Sales Manager

OKay

Chris VAN WETTERE Manager of OKay

DreamLand

Johan GEEROMS Manager of DreamLandJan VAN PAESSCHEN Deputy Manager DreamLand Martine PAUWELS Deputy Manager DreamLand

Spar

Monny QUERIDO Manager of SPAR

Druco

Erik VAN HUYCHEM Manager of Druco

Pro à Pro Distribution (France)

Dries COLPAERT General Manager Pro à Pro Distribution

Claude COCHET Commercial Manager Foodservice (RHD *)Jean-Claude LEROY Purchasing Manager Foodservice (RHD *)Gilles POINSOT GMS Manager (Colruyt, Coccinelle and

CocciMarket) (**)Laurent FRANSIOLI Pro à Pro Finance and Administration Manager

* RHD = Restauration hors domicile

** GMS = Grandes et Moyennes Surfaces

.

.

.

.

.

.

.

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Board of directors

Composition

There are no requirements in the articles ofassociation for the appointment and re-appointment of directors. There is no agelimit, either.

Messrs. Jef Colruyt, Frans Colruyt, PietColruyt, René De Wit and François Gillet aredirectors of other companies outside theColruyt Group.

Currently the Board of Directors does nothave any independent directors.

Functioning of the Board of Directors

The Board of Directors meets each quarteraccording to a set schedule. Thesemeetings take place in the second half ofSeptember, December, March and June ofeach year.

Periodically, interim meetings are heldwhenever considered necessary fordiscussing specific items or for taking time-related decisions.

The Board of Directors may only make validdecisions if at least half of the members ofthe Board are present or represented. Alldecisions of the Board of Directors aretaken by an absolute majority of votes. Inthe event of a tie the vote of the Chairmanis decisive.

At the quarterly meetings of the Board ofDirectors, ideas are exchanged anddecisions are taken regarding the general,strategic, economic, commercial, financialand accounting issues of the companiesthat belong to the Colruyt Group. This is done on the basis of a file thatcontains extensive information on each ofthe sectors belonging to the Colruyt Groupand their various companies, in addition tothe consolidated information on the ColruytGroup. Fixed items on the agenda include:f inancial results , f inancial outlook,investment outlook, and activity reportsfrom each sector belonging to the ColruytGroup.

The directors are given the file at least 5 days before the meeting.

In view of the limited number of membersof the Board of Directors, the Boardconsiders separate committees superfluousunder current circumstances.

There is no protocol with regard to carryingout the duties of director.

It is not customary to grant directors creditsor loans.

The directors do not receive any bonuses orshare-related incentive programmes, or anybenefits in kind or benefits relating topension plans.In their capacity as managers, the executivedirectors receive the same components ofremuneration and benefits as the executivemanagement of the Colruyt Group.

Day-to-day managementUnder the chairmanship of Mr Jef Colruyt,the 'Colruyt Group Management' consists ofthe general managers of the differentsectors of the Group together with themanaging director, the finance manager andthe personnel manager of the Group. The'Colruyt Group Management' determinesthe general strategy and the policy optionsat a group level, and coordinates the varioussectors of the Group.

The ‘Future Board’ consists of all managersand deputy managers of the Colruyt Groupand stipulates the common objectives foreach of the Colruyt Group sectors. TheFuture Board also develops the long termvision of the Colruyt Group and makesproposals in this respect to the Board ofDirectors, who then makes the decision.

These meetings are planned for every fourand eight weeks respectively and arechaired by Jef Colruyt, chairman of theBoard of Directors.

In addition there are fortnightly/monthlymanagement meetings of managers fromthe separate sectors, chaired by the GeneralManagers. This is where the chosen policyoptions are converted into practice.

Authorities of the General Managerand the Managing Director

The authorities of the General Manager andthe Managing Director were extensively setby the Board of Directors and published inthe appendices to the Belgisch Staatsblad(Belgian Bulletin of Acts and Decrees) ofOctober 29th 1988 and of December 23rd

1999.

The General Manager deals with the day-to-day management of the company withregard to commercial, organisational andpersonnel matters.

The Managing Director deals with the day-

to-day management of the company withregard to finance, accounts, assets andliabilities, and administrative matters in thewidest sense.

Criminal Liability

Every manager and deputy manager in theFuture Board is individually responsiblewithin his department for ensuring that alllegal, regulatory, organic and contractualrequirements are observed and is liable forany breaches of them.

Appropriation of Results -Dividend PolicyAccording to the articles of association, atleast 90% of the available profit is intendedfor the shareholders and 10% at the mostfor the directors. On the proposal of theBoard of Directors, the General Meetingmay decide to entirely or part ia l lyappropriate all or part of the available profitto a reserve account or to carry it forward tothe next financial year.

The Board of Directors aims to increase theannual dividend per share at least inproportion to the increase of the groupprofit.

Although no set rule, at least 1/3 of thegroup’s economic prof i t is annual lydistributed in the form of dividends anddirector's entitlements.

5 www.colruyt.be

Corporate/Sustainable governance

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6

Belgian CorporateGovernance Code forstock exchange listedcompanies Published on December 9th 2004, theCorporate Governance Code for Belgianstock exchange listed companies came intoeffect on January 1st 2005. As stipulated inthe Code, by January 1st 2006, we willpubl ish our corporate/sustainablegovernance charter on the website:www.colruyt.be.

In our annual report 2005/2006, we willalso devote a specific chapter to CorporateGovernance. It will contain information onour corporate/sustainable governancepractices for the year concerned and theway in which we have applied the Codewithin the Colruyt Group.

In order to prepare for this, the Board ofDirectors proposes to the General Meetingof Shareholders that the following items areadopted in application of the Code.

The Board of Directors believes that accounthas to be taken of the shareholdingstructure of the company, in which thefamily shareholders have a majority. Thefamily roots are an essential aspect andprovide the best guarantee of sustainablegovernance. As the past clearly shows, thefamily shareholders ensure the stability andcontinuity of the company and in this waylook after the interests of all shareholders.

They prefer to appoint a few experienceddirectors from diverse backgrounds with athorough knowledge of the company. Thecompany has always been led by theChairman of the Board of Directors, chosenfrom among the director who represent thefamily shareholders, together with themanaging directors and the generalmanagers. There is thus no tradition ofhaving the Management Board run byprofessional external managers.

With Mr Rene De Wit not being reappointed as director and managing director, themanaging director will not be immediatelyreplaced.The day-to-day management of thecompany will be divided between thegeneral manager (for commercial ,organisational and personnel matters) andthe finance manager (for financial andaccounting matters).Mr Jef Colruyt, Chairman of the Board ofDirectors, also remains chairman of the'Colruyt Group Management' and the'Future Board'.

The Board of Directors only has a fewmembers, but they all have a thoroughknowledge of the company. They form asmall team with the necessary flexibility andeff ic iency to respond to events andopportunities on the market.

The Board of Directors believes that anincrease in the number of its membersshould be l inked to a substantialimprovement in the general managementof the Colruyt Group. Hence the Board ofDirectors proposes working on 3 levels in2005/2006 for the application of the Code:

1. Composition of the Board ofDirectors:

Given the permanent growth of the ColruytGroup with increasing operations abroad,the Board of Directors wi l l proposeappointing 1 independent director withinternational experience.

In order to stay true to the many years oftradition in the Colruyt Group, Mr Jef Colruytwil l remain Chairman of the Board ofDirectors.

Mr Jef Colruyt is also Chairman of the'Colruyt Group Management' and the'Future Board'.

The Board of Directors believes that thisdeparture from the recommendations ofthe Code is perfectly justified given thehistory of the Colruyt Group on the onehand, and the important role of the familyshareholders on the other.

2. Committees within the Boardof Directors

At the end of the financial year 2005/2006,the Board of Directors will set up an auditcommittee with non-executive directors.This Committee will work together with theinternal audit of the Colruyt Group and withthe auditor.

Given the limited number of memberswithin the Board of Directors, anappointment committee and aremuneration committee will not be set up.

The remuneration of the directors and theexecutive management is still decided bythe full Board of Directors.

3. Remuneration policy andpublication

In the annual report 2005/2006, the Boardof Directors will report on the remunerationpolicy of the directors and the executivemanagement of the company. An internalregulation on the trading of shares will alsobe published.

In 2004-2005, the Colruyt Group increased sales with 15.12 % (excluding VAT).

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www.colruyt.be7

100 %

SCI Les Clauzurescapital: € 9,146.94

S.A.S. Les Fils de A. Doumenge (76 %)capital: € 13,931,840.00

ColruytDistribution

FrenchOperations

S.A.S. Codi-Francecapital: € 44,083,160.00

S.C.I. Les Planchettescapital: € 1,500.00

S.C.I. Atout Treflecapital: € 300.00

100 %

S.C.I. Samacapital: € 1,500.00

S.C.I. Des Buttes capital:€ 300,000.00

S.A.S. Etablissements BLINcapital: € 135,000.00

S.A.S. Discosaulcapital: € 38,112.25

S.A. Pro à Pro Distributioncapital: € 67,846,863.43

S.C.I. Jacodicapital: € 11,433.68

S.A.S. Jean Didier et Ciecapital: € 500.000,00

S.A.S. Harrydiscapital: € 67,500.00

S.A.R.L. Aubépinecapital: € 8,000.00

100 %

N.V. Schuermanscapital: € 74,368.06

N.V. Copimexcapital: € 123,946.76

N.V. Elpecocapital: € 3,253,602.51

N.V. Onvecocapital: € 28,638,442.05

N.V. Davytranscapital: €10,071,913.91

N.V. Vlevicocapital: € 12,741,727.17

Etn. Fr. Colruyt N.V.capital: € 148,815,234.78

B.V.B.A. Verduyncapital: € 1,134,112.88

N.V. Walditranscapital: € 619,981.71

N.V. Finducomcapital: € 1,087,459.31

S.A. Waldicocapital: € 4,995,599.89

N.V. Wolucellescapital: € 5,453,657.55

C.V.B.A. Koop Bonicapital: € 18,592.01

Colruyt Limitedcapital: GBP 25,000.00

N.V. Bio Galaxycapital: € 474,368.05

B.V.B.A. C-Travelcapital: € 428,649.88

N.V. Colliverycapital: € 973,946.76

N.V. Colimcapital: € 647,856.09

N.V. Supermarkt Neerpeltcapital: € 1,735,254.67

S.A. Alimacapital: € 4,957,885.56

S.A. Locrécapital: € 7,436,806.00

N.V. Colindo (50 %)capital: € 123,946.76

S.A. Caféteries Namuroises Brécafcapital: € 312,345.84

Colruyt Deutschland GmbHcapital: € 50,000.00

N.V. Westmalle-Foodscapital: € 1,239,462.32

N.V. Bio-Planetcapital: € 6,545,037.72

B.V.B.A. Supermarkt Pelgrimscapital: € 2,231,041.72

B.V.B.A. Haagdoorncapital: € 123,946.76

B.V.B.A. Bis Freshcapital: € 424,800.79

N.V. Disbocapital: € 63,212.85

N.V. Diswelcapital: € 63,212.85

N.V. Disrochecapital: € 61.973,38

Etn. Battard N.V.capital: € 7,300,000.00

N.V. Battard Noordcapital: € 1,239,467.62

N.V. Badicocapital: € 61,973.38

B.V. Colruyt Nederlandcapital: € 100,000.00

S.A. Sofindev (21 %)capital: € 23,259,844.00

S.A. Sofindev II (22 %)capital: € 12,500,000.00

N.V. Prokimcapital: € 942,000.00

N.V. Alvocolcapital: € 1,002,000.00

N.V. OKhocapital: € 1,115,520.86

N.V. OKaycapital: € 3,487,368.77

N.V. OKopcapital: € 495,787.05

N.V. OKducapital: € 743,680.57

N.V. OKsicapital: € 1,443,680.57

N.V. OKsocapital: € 3,043,680.57

N.V. OKricapital: € 619,733.81

N.V. OKlocapital: € 619,733.81

N.V. OKafcapital: € 1,515,507.51

OKay100 %

DreamLand

N.V. Mavedrocapital: € 13,156,059.55

N.V. Nimacapital: € 669,312.52

N.V. DreamLandcapital: € 586,762.73

N.V. Hedrocapital: € 1,189,888.92

N.V. Rodrocapital: € 2,107,137.05

N.V. Hedreamcapital: € 1,896,409.10

N.V. DreamBabycapital: € 1,065,958.34

100 %

100 %

Etn. Fr. COLRUYT N.V.

N.V. Unipol 2capital: € 6,920,000.00

N.V. Spar Retailcapital: € 75,648,000.00

B.V.B.A. Disleuvencapital: € 288,000.00

N.V. Brusparcapital: € 625,000.00

N.V. Walsparcapital: € 525,000.00

N.V. Vlasparcapital: € 550,000.00

Spar

N.V. WE Powercapital: € 62,000.00

N.V. dreamcapital: € 316,064.16

N.V. Drucocapital: € 2,478,935.25

Druco

N.V. Flormacapital: € 68,500.00

B.V.B.A. Claescapital: € 18,600.00

100 %

N.V. Createch Engineeringcapital: € 1,216,813.18

N.V. Dolmen Industrial Projectscapital: € 2,337,705.13

Infoco

N.V. Infococapital: € 32,130,099.48

S.A. Silorcapital: € 150,606.00

S.A. Disvalcapital: € 1,750,000.00

S.A.S Gallandcapital: € 150,000.00

S.A.R.L. Super 10capital: € 95,281.00

S.A.S. L'Ormerairecapital: € 37,000.00

100 %

N.V. Fincocapital: € 267,938,203.94

Colruyt GroupCoordination

1. Consolidated Colruyt Group1.1 Composition of the Colruyt GroupThe composition of the Colruyt Group, on the basis of the legal structures as at 31 March 2005, is as follows:

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Turnover + 15.12%; profit + 16.42%;profit per share + 18.78%

In the f inancial year 2004/2005, theColruyt Group realised a turnover of €4,440 million ex. VAT, against € 3,860million in the previous financial year, whichis a turnover increase of 15.12%.Disregarding the Dolmen Group (onlyincluded in financial year 2004/2005 for sixmonths) and the Spar operations (15months with respect to eight months in theprevious year), the turnover increase was12.37%.

The consolidated profit after taxes was € 221.31 million. With respect to the profitof the previous year, this means an increaseof 16.42%.This excludes a gain of € 18.44 millionrealised on the shares of N.V. DolmenComputer Applications when they weredistributed as a dividend. This gain isdisregarded in the comparisons to theprevious year (as are one-off andextraordinary i tems) unless specif iedotherwise.

The group share of the consolidated profitafter taxes is € 219.52 million, against

€ 186.45 million in the previous financialyear (+ 17.74%). This is an increase pershare of 18.78%.

A gross dividend of € 2.44 per share isproposed, compared to € 2.00 in theprevious financial year. This is an increase of22%.

The group share of the cash f low is € 310.22 million, against € 264.36 millionin the previous financial year.

The capital and reserves of the ColruytGroup were € 663.31 million, against € 520.76 million at the end of the previousfinancial year.

Long term debts were € 13.78 million,compared to € 25.76 million at the end ofthe previous financial year.

The gross increase in the fixed assets of theColruyt Group was € 127.10 million. Thebulk of the investments went to thedistribution sector: purchase of land andbui ldings for new Colruyt shops, therenovation of exist ing shops, and theexpansion of our ‘Dassenveld’ warehouse inHalle.

The net book value of the fixed assets was€ 587.86 million at the end of the financialyear, against € 553.41 mil l ion in theprevious year.

During the financial year 2004/2005, 12new Colruyt shops were opened. The retailfloor area increased by 7.43%. In addition, 10 acquired shops, or 7,666 m2, still haveto be converted into Colruyt shops.

At the end of the financial year 2004/2005,the entire Colruyt Group had 16,157employees, against 15,185 at the end ofthe previous financial year. This is anincrease of 6.4 %.

See the table on page 9 for thecontributions of the different sectors to thegroup share.

Financial year Financial year Growth %2004/05 2003/04

Turnover (excluding VAT) 4,438.24 3,855.15 + 15.12 %Operating profit 306.30 313.14Comparable operating profit (*) 306.30 277.37 + 10.43 %Operating cash flow before taxes (*) 389.09 347.99 + 11.81 %Profit from ordinary operations before taxation (*) 313.15 282.53 + 10.84 %Profit from ordinary operations after taxation (*) 218.33 190.08 + 14.86 %Profit before taxes 334.27 397.80Comparable profit before taxes (**) 315.83 281.57 + 12.17 %Taxes 94.83 98.21 - 3.44 %Consolidated profit 239.75 300.57Comparable consolidated profit (**) 221.31 190.10 + 16.42 %Consolidated profit (group share) 237.96 296.20Comparable consolidated profit (group share) (**) (***) 219.52 186.45 + 17.74 %Comparable cash flow (****) 310.22 264.36 + 17.35 %Comparable cash flow as % of turnover 6.99 % 6.86 %Gross acquisition of fixed assets 127.10 177.97 - 28.58 %Net book value fixed assets 587.86 553.41 + 6.23 %Capital and reserves 663.31 520.76 + 27.37 %Long-term debts 13.78 25.76 - 46.51 %Staff employed on 31/03 16,157 15,185 + 6.4 %

In million €

(*) Excluding the adjustment to the social security provision in the financial year 2003/04 (€ 35.78 million or € 30.02 million after taxes).(**) Excluding extraordinary gains/losses on the sale of own shares (€ 80.45 million) and the adjustment to the social security provision in the financial year 2003/04 (€ 35.78 million or 30.02 millionafter taxes).

Excluding a one-off gain of € 18.44 million on Dolmen Computer Applications shares in the financial year 2004/05 from the distribution of a dividend in the form of Dolmen Computer Applicationsshares..(***) The share of the profit of the companies to which the equity method is applied is negligible.(****) Cash flow = profit + depreciation (group share)

1.2 Annual review 2004/2005Financial Information

Turnover + 15.12 %, profit + 16.42 %, profit per share + 18.78 %

Every job at Colruyt offers true career opportunities.

8

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www.colruyt.be9

- profitContribution to (group share) and turnover per sector

- cash flow (in million €)

Profit (*) (**) Cash flow (*) (**) Turnover (ex. VAT) (*) (**)

2004/05 2003/04 2004/05 2003/04 2004/05 2003/04Colruyt Distribution 197.57 67.07 260.66 223.18 3,304.88 2,983.07OKay 2.43 0.49 7.39 3.15 91.98 56.54DreamLand 6.33 5.85 9.89 8.80 110.06 97.22Spar (***) 3.78 1.12 7.76 3.18 470.79 247.41Pro à Pro Distribution 2.90 1.90 11.34 8.22 367.55 311.86Druco 2.91 1.74 4.54 4.01 13.14 12.45Infoco/Createch/I.P 2.43 4.83 6.57 8.33 9.40 7.01Dolmen (***) 1.17 3.45 2.07 5.49 70.44 139.59Total 219.52 186.45 310.22 264.36 4,438.24 3,855.15

(*) Excluding a one-off gain realised on the Dolmen Computer Applications shares in the financial year 2004/05.(**) Excluding the loss and gain realised on the sale of shares in the financial year 2003/2004 and the adjustment to the provision for the social security dispute.(***) Dolmen: 6 months w.r.t. 12 months in the previous financial year. Spar: 15 months w.r.t. 8 months in the previous financial year.

Number of shopsretail floor area (m2)

Operatingprofit

Profit fromordinary operationsafter taxation

Consolidated profit(group share)

(*) Excluding the loss and gain realised on the sale of Colruyt shares in 2001/2002 (€ 13.21 million).

(**) Excluding the loss and gain realised on the sale of shares in the financial year 2003/2004 and the adjustment to the provision for the social security dispute.

(***) Excluding a one-off gain realised on the Dolmen Computer Applications shares.

Codi-France OKayColruyt DreamLandm2 m2 m2 m2

SPARm2

59 48.517 15 6159159 220.871 17 32.93654 38.847 10 4000157 212.768 16 30.72451 36.145 4 1.600156 207.870 12 25.49350 35.273 3 1.200153 203.149 11 20.36848 34.623 2 800146 181.574 10 18.46847 35.590 1 400143 186.883 7 14.26147 34.089140 179.504 6 12.246

132 170.549 5 10.295

61 52.562 22 9.367166 227.736 19 34.801 328 118.73061 55.089 29 12.683181 246.231 22 38.015 322 118.773

02-0301-0200-0199-0098-9997-9896-9795-96

03-0404-05

NumberNumber Number NumberNumber

1999/2000 2000/2001 2001/2002 2002/2003 2003/2004 2004/20051996/97 1997/98 1998/99

74.89

111.53

77.5489.64

137.95

92.54

148.96

102.73

98.71

164.68

116.34

110.84(*)

139.36

186.45(**)

203.55

190.08(**)

277.37(**)

134.36

219.52(***)

218.33

306.30

257

262

263

274

275

282

287

292

297

302

307

217

222

227

232

237

242

247

252

202

207212

142

137

147

152

157

162

167

172

177

182

187

192

197

132

127

122

117

112

107

102

97

92

87

82

77

72

67

62

57

52

47

108.85

96.26

75.01

64.94

56.2053.57

64.85

53.64

47.94

Colruyt Group Results (in million €)

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1.3 Forecasts

● Colruyt Distribution

In the f inancial year 2005/2006, theinvestment program of Colruyt Distributionis worth 150 million euros, excluding anyacquisitions.

The bulk of this is for the establishment ofnew Colruyt shops, expanding andrenovating existing Colruyt shops, and forthe purchase of land and buildings forfuture Colruyt shops.

We wil l also expand the depot inGhislenghien. The production departmentsfor coffee and wine bottling will relocatethere.

We are continuing to aim for an annualsales area increase of around 8,000 to 9,000 m2.

The programme for convert ingCoMarché/CoMarkt shops (acquired fromLaurus) into Colruyt shops wil l becompleted in 2005/2006.

Just as in the past, we will remain faithful toour 'lowest prices' policy. This will becoupled to permanent attention to costmanagement and the strict monitoring ofthe gross profit margin.

● OKay

Our objective is still to open at least 5 newOKay shops per year.

For the future, we anticipate further progressin the positive results of OKay.

● DreamLand

In February 2005, a new DreamLand shopwas opened in Turnhout and a "Dream"shop (see page 27) in Koksijde.

Provided that we get the necessary permits,our objective is to open one to two newDreamLand shops per year. DreamLandplans to maintain the current growth trend.

● SPAR

The remodelling of the Spar and Eurosparshops will be continued in 2005/06. Weare also further developing the commercialstrength of the formula. We will also payfurther attention to the efficiency of theorganisation.For example, the logistics of Spar will befurther optimised in the financial year2005/06.Spar will be supported in this respect by theknow-how of the Colruyt organisation.

● Pro à Pro Distribution

Pro à Pro Distribution anticipates a furtherimprovement of the results in 2005

thanks to the recently formed commercialstructure.

● Druco

On the basis of the current economicclimate in the printing sector, we forecastl i t t le change in external turnover in2005/06.

The growing operations within the Colruytgroup ensure a fixed volume of work formarketing and advertising communications.

● Infoco

Our internal IT division has the importantchallenge of rewriting all our computerprograms for logistics, purchasing and salesover the next 7 years.

As a result, our IT will continue to supportthe various activities of the Group, and willbe able to help them grow even more.This is a considerable investment for thefuture years.

10

The operations of the Colruyt Group are divided into five main categories:

- Food Retail - Non-food retail - Wholesale independent retail - Foodservice wholesale

These activities are autonomous, and also different with regard to their commercialapproach and logistical organisation.

The margins generated by these types of activity are also completely different.

- Miscellaneous

N.V. DrucoN.V. Dolmen Industrial ProjectsN.V. Createch Engineering

Investment outlook (In million €)(excluding any acquisitions)

2005/06 2006/07

Colruyt Distribution 149.79 116.18

OKay 14.17 17.06

DreamLand 7.11 9.64

Spar 13.25 7.36

Pro à Pro Distribution (France) 28.85 23.54

Druco 5.60 3.17

Infoco/Createch/Dolmen IP 8.45 4.11

Total Colruyt Group 227.22 181.06

in Belgium

Colruyt

OKay

Bio-Planet

in France

Colruyt

Coccinelle

Logo’s

DreamLand

DreamBaby

Dream

Catalogue sales

ColliShop

DreamBaby

in Belgium

supplies to the

independent

shops

SPAR

ALVO

in France

supplies to the

independent

shops

Coccinelle

Coccimarket

Panier Sympa

in Belgium

A-Cash

Collivery

in France

Pro à Pro

Distribution

and

Codi-Cash

-Deel 1 2005_ENG 17-08-2005 10:31

11 www.colruyt.be

1.4 Personnel informationFor many years, the Colruyt Group hasencouraged the participation of employeesin the capital of N.V. Etn. Fr. Colruyt. Belowis a description of the different forms ofsuch participation.

All these different forms of participation inthe capital of N.V. Etn. Fr. Colruyt willrepresent 16 % of the total existing sharesin the course of time.

● Share issue reserved for employees

In November 2004, the employees of theColruyt Group could subscribe to a capitalincrease of the parent company, Etn. Fr.Colruyt N.V.

2,203 employees took 104,659 shares,which corresponds to a capital contributionof € 9.94 million.

Since 1987, there has been such a capitalincrease every year. Colruyt Groupemployees have thus subscr ibed to3,246,147 shares (converted) of their owncompany (or parent company) for a totalamount of € 57.24 million.

On 31 March 2005, the capital of Etn. Fr. Colruyt N.V. was € 148,815,234.78,represented by 35,387,762 shares.

Over the years, after the 5 year blockingperiod, employees have been able to obtainthe proportion released each year.

These shares now form part of the sharesdistributed among the 'public'. Although wehave no way of knowing, large numbers ofemployees probably still hold their shares.

Below is an overview of the amountssubscribed to each year:

● Capital increase by incorporation ofreserves

Since 1989, a number of ExtraordinaryGeneral Meetings of shareholders havedecided to increase the capital byincorporation of reserves with the creationof new shares. These shares were allocatedin joint ownership free to the executives ofthe Colruyt Group, who incorporated theminto C.V.B.A. Klaperco. C.V.B.A. Klaperco iscurrently being liquidated and the shareswere contributed to the Dutch StichtingAdministratiekantoor Klaperco.

The last capital increase of this type tookplace in October 2001.

Between 1989 and 2001, 2,178,915 newshares were created (€ 48.98 million incapital) and distributed to managementstaff.

The shares created in 2000 and 2001 arest i l l blocked in the St icht ingAdministratiekantoor Klaperco.

Since 2002, there has been a law (Act ofMay 22nd 2001 on profit-share plans) forsuch operat ions, which the companycomplies with.

● Profit share

After the Act of May 22nd 2001 onparticipation in the capital and profits ofcompanies (B.S. June 9th 2001) and itsexecutive orders, a profit-share system wasfinalised with employee representatives in anumber of companies in the Group(Colruyt, Vlevico, Waldico, Walditrans,Davytrans ) and later Infoco.

A first collective labour agreement in thisrespect was signed in June 2002 for 2 years. This collective labour agreementwas extended in February 2004 for 2 years.

Employees can receive their profit share inthe form of shares of N.V. Etn. Fr. Colruyt, and they will then enjoy thefavourable tax rates provided by the law.These shares are frozen for 2 years in anindividual account in the name of eachemployee who chose to receive shares.

For the financial year 2004/2005, we againpropose that the General Meeting awards € 15.40 million in the form of a profit shareto 10,106 employees of the samecompanies. Of these, 3,846 employeeschose to receive shares. 51,418 of our ownshares that we purchased will be allocatedto these employees, subject to approval bythe General Meeting.

Share issue reserved for employees

Year Amount in Numbermillion € of shares

1987 0.17 197,9001988 1.44 1,165,7001989 0.45 160,0001990 0.72 185,5001991 0.69 115,7201992 0.99 100,9201993 1.21 95,3301994 1.56 100,5001995 1.98 125,3701996 5.21 200,0001997 4.44 116,1001998 9.25 169,5801999 2.95 59,5112000 2.70 72,7942001 2.80 72,8082002 4.19 99,7552003 6.55 104,0002004 9.94 104,659TOTAL 57.24 3,246,147

Overview of profit share since the financial year 2001/2002.Cash Shares

Year Amount Total in € million Number of in € million Number of Number ofprofit share employees employees shares employees(in € millions)

2001-2002 6.08 6.592 3.07 4,233 3.01 55,255 2,359(50.5 %) (64.20 %) (49.5 %) (35.78 %)

2002-2003 8.64 7.298 4.51 4,724 4.13 61,071 2,574(52.2 %) (64.70 %) (47.8 %) (35.30 %)

2003-2004 15.07 8.957 7.82 5,757 7.25 66,924 3,200(51.9 %) (64.27 %) (48.1 %) (35.73 %)

2004-2005 15.40 10.106 7.84 6,260 7.56 51,418 3,846(50.9 %) (61.94 %) (49.1 %) (38.06 %)

TOTAAL 45.19 23.24 21.95 234,668

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● Employment

On March 31st 2005 (i.e. at the end of thefinancial year 2004/2005), the ColruytGroup had 16,157 members of personnel.Compared with March 31st 2004, thisrepresents an increase of 6.4 %.An overview per sector is given below:

No. of employees in Belgium on March 31st

2005: 14,3564, including:

12

9,172men

62.98 %

5.392women

37.02 %

10,690whitecollar

73.40 %

26.60bluecollar

26.60 %

9,224full-time

63.33 %

5,340part-time

36.67 %

9,864Dutch

speakers

67.73 %

4,700French

speakers32.27 %

Total contributions to the Belgian treasury:In million €

Gross pay 358.39Employee social security contributions 46.85Deducted advance business tax: 75.83Net wage 235.71

In million €

Social Security 153.50Advance business tax on wages 75.83Company tax on the result 92.06Difference between VAT payable and deductible 144.58Withholding tax on securities 27.77Real estate tax 4.16Provincial and local taxes, and other federal taxes 2.90Total 500.80

From the gross wages of 358.39 million euros, the employees receive 235.71 millioneuros, or 65.77 %.

The employer's contribution to RSZ and other legal insurances amounts to 106.65 millioneuros. The total annual wage cost for the Colruyt Group thus amounts to 465.04 millioneuros (358.39 million euros + 106.65 million euros).

From this total, the employees receive 235.71 million euros, or 50.69 % net.

In the financial year 2004/2005, the Colruyt Group paid a total of 153.50 million euros (€ 46.85 million + € 106.65 million) to the Belgian social security.

Fresh and deep-frozen products are transported in closed cooled containers: this guarantees an uninterrupted coldchain and allows these products to be supplied together with the others.

No. of employees In full-time equivalent

Breakdown by sector

Colruyt Distribution 12,248 10,987 1,261 10,572 9,657 915

OKay 356 265 91 303.5 229.5 74

DreamLand 570 451 119 528.0 418 110

Spar 708 739 - 31 624 612 12

Pro à Pro Distribution 1,593 1,274 319 1,511.5 1,162.5 349

Druco 191 185 6 184,5 179 5.5

Infoco 491 473 18 477.5 460 17.5

Dolmen(*) - 811 - 811 - 796.5 96.5

Total for the group 16,157 15,185 972 14,201 13,514.5 686.5

31.03.05 31.03.04 Differencew.r.t.

previous year

31.03.05 31.03.04 Differencew.r.t.

previous year

• Wage costs - net wage - contributions to the treasury (Belgium)

(*) The Dolmen Group has not been included since this financial year.

6,000

6,500

7,000

00/01

7,500

8,000

8,500

9,000

9,500

10,000

10,500

01/02

11,000

11,500

02/03

12,000

12,500

03/04

13,000

13,500

14,000

14,500

15,000

15,500

04/05

16,000

+ 913

+ 2,783

+ 1214

+ 992

+ 972

15,185

10,497

11,410

12,402

16,157

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2.1 Shareholders' diary

16/09/2005Deadline for submitting shares to attend theAnnual General Meeting of shareholders.

21/09/2005 (4:00 pm)Annual General Meeting of shareholders forthe financial year 2004/05.

04/10/2005Payment of dividend (coupon No. 7).

17/10/2005Certif icates for exemption or reducedadvanced tax on dividends in ourpossession.

18/10/2005Extraordinary General MeetingSubscription to capital increase Etn. Fr.Colruyt N.V. reserved for Colruyt Groupemployees (Art. 609 of Companies Act).

19/12/2005 (5:45 pm)Announcement of half-yearly informationconcerning the financial year 2005/2006.

20/12/2005Publicat ion of half-yearly informationconcerning the financial year 2005/2006.Information meeting with financial analysts.

26/06/2006 (5:45 pm)Announcement of results of the financialyear 2005/2006.

27/06/2006Publication of results for the financial year2005/2006.Information meeting with financial analysts.

15/09/2006Deadline for submitting shares to attend theAnnual General Meeting of shareholders.

20/09/2006Annual General Meeting of shareholders forthe financial year 2005/2006.

2.2 Dividend from the financial year 2004/2005

The Board of Directors proposes distributinga gross dividend of € 2.44 to the shares ofN.V. Etn. Fr. Colruyt participating in theprofit of the financial year 2004/2005.

From this gross dividend of € 2.44, theshareholders will receive € 1.83 net afterdeduction of 25 % tax at source.

The holders of VVPR strips enjoy a reducedtax on the dividends. For these shares thenet dividend is € 2.074 per share, afterdeduction of the 15 % tax at source.

The capital increases reserved for theemployees of the Colruyt Group since 1995have always been done with the issue ofsuch VVPR strips.

For foreign shareholders, the net dividendmay vary depending on the double taxationtreaties between Belgium and the countriesconcerned. We must have the necessarycertificates by October 17th 2005 at thelatest.

The dividend for the f inancial year2004/2005 wil l become payable on4/10/2005, against presentation of couponNo. 7 at the financial institutions.

The coupons for collection of the dividendsmay be presented at:

- Fortis Bank- ING- KBC Bank- Dexia Bank- Bank Degroof

13 www.colruyt.be

2. Shareholders - Colruyt Shares

1991 1992 1993 1994 1995 1996 1997 1998

4.61

7.43

6.21

10.88

10.00

12.7413.78

16.11

15.36

20.60

15.89

20.57

19.75

33.83

0

36.19

51.31

73.74

47.03

50.00

1999

55.85

37.00

2000

73.30

49.24

39.77

2001 june 05

54.50

41.60

2002

80.90

51.00

2003

119.60

2004

124.10

111.90

77.20

Lowest price

Highest price

Price (closing price) of the Etn. Fr. Colruyt N.V. share

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2004/2005 2003/2004Number of shares (on 13/6/2005)Ordinary 34,263,185 34,263,185VVPR 1,124,577 1,019,918Total 35,387,762 35,283,103Shares participating in profits 35,387,762 35,283,103Owners' equity 1,077,846 661,847Shares held by subsidiaries 264,365 267,222

Calculation base 34,045,551 34,354,034

Data per shareGross dividend 2.44 2.00Net dividend per ordinary share 1.83 1.50Net dividend per VVPR share 2.074 1.70

Figures per share participating in profit (*)Profit from ordinary operations before taxes 9.20 8.22Profit from ordinary operations after taxation (*) 6.41 5.53Profit (*) (group share) 6.45 5.43Cash flow (*) (**) 9.11 7.70Owners' equity (*) 19.48 15.16

Share price on the Brussels stock exchangeShare price on 31/3 119.80 90.40Highest price of the year (closing price) 131.70 94.60Lowest price of the year (closing price) 88.50 54.60

Stock exchange value on 31/3 (in million €) 4,239.45 3,189.59

Shareholdings of Etn. Fr. Colruyt N.V. On 13/6/2005

2.3 Shareholdings of Etn. Fr. Colruyt N.V.

For years now, the Extraordinary GeneralMeeting of shareholders, in accordance witharticle 620 of the Companies Act, hasauthorised the Board of Directors of Etn. Fr.Colruyt N.V. to buy back a maximum of 10 % of the total number of issued shares.

The last authorisation was issued by theExtraordinary General Meeting of October15th 2004.

The Board of Directors has used theauthorisat ion acquired from theExtraordinary General Meeting ofShareholders.

On 13/06/2005, Etn. Fr. Colruyt N.V. held1,077,846 of its own shares. N.V. Vlevico holds 218,147 Colruyt shares,and S.A. Waldico 46,218 Colruyt shares.

The subsidiary N.V. Vlevico holds 77,203 nopar value shares in the Foundation KlapercoAdministrative Office that can be converted

in as many Colruyt shares.

In total Etn. Fr . Colruyt N.V. and i tssubsidiaries together hold 1,342,211 ownshares and 77,203 profit-share certificates.This is 4.01 % of the total number of issuedshares (35,387,762).

Of these, 51,418 shares will be issued toemployees who want to have their2004/05 profit share in the form of shares,subject to the approval of the GeneralMeeting.

Pursuant to art icle 622, par. 1 of theCompanies Act, the voting rights connectedwith the shares or no par value shares heldby the company or its subsidiaries, aresuspended.

14

2.4 Repurchase of shares

Own shares in our possession on 31/03/2004 + 502,993Allocated to employees as a profit share 03/04 - 66,882Purchased in 2004/2005 + 399,569Conversion of certificates + 83,701Total in our possession on 31/03/2005 919,381

Overview of purchases of own shares - financial year 2004/2005 (*)

(*) without profit-share certificates.

(*) Calculated on the basis of the number of shares participating in profits, less the self-owned shares and the shares held by subsidiaries. Calculated excluding the one-off and extraordinary items in thefinancial year 2003/04 and in the financial year 2004/05.

(**) Cash flow = profit + depreciation (group share)

To the Colruyt delicatessen, the same quality guaranteesnow apply as to the other Colruyt meat. See p. 20 formore information.

-Deel 1 2005_ENG 17-08-2005 10:31

15 www.colruyt.be

In application of the Act of March 2nd 1989(publication of important shareholdings incompanies listed on the stock exchange)we received an updated notice of ourshareholding in the Sofina Group onJanuary 19th 2005. For the othershareholders acting in consultation, the lastnotifications date from 16/6/2004.

The company has no knowledge of otheragreements between shareholders.

Detail of the notices of 19/01/2005 and16/06/2004:

2.5 Shareholder structure of Etn. Fr. Colruyt N.V.

I. Colruyt family and relatives Number %1. Colruyt family and similar

Shares 2,211,960 6.272. N.V. H.I.M.

Shares 8,039,577 22.793. N.V. D.I.M.

Shares 5,438,500 15.41TOTAL COLRUYT FAMILY AND SIMILAR ACTING IN CONSULTATION

Shares 15,690,037 44.47II. Colruyt personnel1. Foundation Klaperco

Shares 692,020 1.962. Colruyt personnel

Shares 405,182 1.15TOTAL STAFF

Shares 1,097,202 3.11III. Colruyt Group1. Etn. Fr. Colruyt N.V.

(own shares purchased)Shares 661,847 1.88

2. N.V. Vlevico(subsidiary)Shares 220,481 0.62

3. S.A. Waldico(subsidiary)Shares 46,741 0.13

TOTAL RELATED COMPANIES(Etn. Fr. Colruyt N.V. + subsidiaries)

Shares 929,069 2.63IV. Sofina Group1. S.A. Sofina (**)

(parent company)Shares 0 0.00

2. S.A. Rebelco (**) 2,000,000 5.67TOTAL SOFINA Group

Shares 2,000,000 5.67General total of persons acting in concert:(Colruyt family + Colruyt Group + Sofina Group + Colruyt personnel)

Shares 19,716,308 55.88Nominative:Shares 35,283,103

(situation on 16/06/2004)

Structure of the shareholders of Etn. Fr. Colruyt N.V. according to the latest transparencynotifications of 19/1/2005 and 16/6/2004.

(**) On 19 January 2005, N.V. Sofina announced that it had sold its 2,000,000 shares of N.V. Etn. Fr. Colruyt to its 100% subsidiary, N.V. Rebelco.

Spar made goodprogress in expandingits market share.

-Deel 1 2005_ENG 17-08-2005 10:31

The financial information of the ColruytGroup may be consulted on the websitewww.colruyt.be.

The information satisfies the conditions ofthe Royal Decree of March 31st 2003.

People who are interested in monitoring ourfinancial information, can register on thewebsite.

16

2.7 Financial information on the website www.colruyt.be

Since 17/01/2003, Colruyt has beenregistered with the ‘Ethibel InvestmentRegister’ and the ‘Ethibel SustainabilityIndexes’.

Ethibel is an independent Europeanorganisation that assesses companiesaccording to social responsibi l i ty andsustainable enterprise.

The ‘Ethibel Investment Register’ is used bybanks, investment funds and institutionalinvestors for socially responsible investment(SRI: Socially Responsible Investment ).

The ‘Ethibel Sustainability Indexes’ give anoverview of the financial performance ofleading companies from the point of viewof sustainable enterprise.

Further information is available on theEthibel website: www.ethibel.org.

2.6 Ethibel

Friendly and competent personnel is extremely important in the Colruyt store formula.

i This is how Colruyt guarantees the lowest prices:

1. For every Colruyt store, we feed the normal prices and thediscount prices of all important competitors into the computer.

2. The computer compares the prices and remembers the lowest. If necessary, we adapt our price. This is how Colruyt manages toguarantee the lowest prices in the region.

3. Should you still find a lower price somewhere else, ring our Red Hotline: 02 360 10 40. We will adapt our priceand refund your telephone costs.

Next to the more than 50 DATS 24 stations in Belgium, a number of filling stations in France have alsobeen converted into DATS 24 stations.

DATS 24 (Discount Automatic TankingService) is the name of Colruyt's fillingstations, often in or near the Colruyt carparks. The DATS stations were the first everunmanned service stations, with anautomatic payment system allowing you tofill your car 24 hours a day. Customers payelectronically, with Bancontact/Mister Cash or with theDATS 24 Card.

The DATS 24 filling stations are the latest generation ofenvironmentally friendly stations, using double-walledtanks with permanent leak detection, an oil separator, animpervious bottom layer, an overfilling protection, etc.

-Deel 1 2005_ENG 17-08-2005 10:31

17 www.colruyt.be

The turnover excluding VAT of the ColruytDistribution sector rose by 11.63 % in thefinancial year 2004/05, from 3.05 billioneuros to 3.41 billion euros.

The operating profit for financial year2004/05 rose by 13.71 % to 273.01million euros against 240.09 million eurosin the previous year.

The operating cash flow is 329.07 millioneuros, against 287.45 million euros in theprevious financial year.

The profit from ordinary operations aftertaxes for the financial year 2004/05 was204.59 million euros against 178.42 millioneuros in the previous financial year. This is arise of 14.67 %.

The contribution to the consolidated resultof the Colruyt Distribution sector amountsto 197.57 million euros, as against 167.12million euros in the previous financial year.This figure includes the interests on loans tocompanies in other sectors of the ColruytGroup.

The gross growth in fixed assets amounts to87.35 million euros, and the cash flow to260.66 million euros.

As in previous years, further investment wasmade in the construction and fitting out ofColruyt shops, the purchase of new sites forbui lding new Colruyt shops, and theextension and renovation of existing shops.

The number of personnel employed cameto 12,248 on 31/3/2005, compared to 10,987 at the end of the previous financialyear. The wage cost for the ColruytDistribution sector, including the cost ofinterim workers, rose by 6.34 %.

3. Colruyt Distribution 3.1 Financial information

Financial year Financial year 2004/05 2003/04

Turnover (excluding VAT) 3,409.48 3,054.32

Turnover evolution + 11.63 % + 16.13 %

Operating profit 273.01 240.09

Operating cash flow 329.07 287.45

Profit from ordinary operations before taxation 288.89 263.58

Profit from ordinary operations after taxation 204.59 178.42

Contribution to the consolidated result 197.57 167.12

Cash flow (**) 260.66 223.21

Cash flow as a percentage of turnover 7.65 % 7.31 %

Gross growth of fixed assets (**) 87.35 91.32

Net book value of fixed assets (***) 399.72 368.42

Turnover per member of personnel 0.32 0.32

Retail floor area Colruyt stores (****) 246,231 m2 229,203 m2

- additional retail floor area (+ 7.43 %) 17,028 m2 8,332 m2

Shops being converted 7,666 m2 20,510 m2

Number of Colruyt sales points 181 166

Number of shops being converted 10 23

Staff employed on 31/03 12,248 10,987

No. of employees as at 31.03 (full time equivalent) 10,572 9,657

Key data (*) (In million €)

(*) Excluding extraordinary and one-off items. (**) Cash flow = contribution to the group result + depreciation (***)Excl. financial fixed assets (****) See detail page 19

Financial year 2004/05 2003/04 2002/03 2001/02 2000/01

Gross profit margin as % of turnover 20.23 % 21.02 % 20.64 % 20.39 % 20.67 %Wage costs as % of turnover 11.05 % 11.52 % 10.92 % 11.05 % 10.99 %

Financial year 2004/05 2003/04 2002/03 2001/02 2000/01Turnover + 11.63 % + 16.13 % + 9.94 % + 12.16 % + 9.86 %Operating profit + 13.71 % + 34.59 % + 27.11 % + 13.63 % + 2.68 %Operating cash flow + 14.48 % + 25.93 % + 22.17 % + 13.06 % + 0.98 %Profit from ordinary operations before taxation + 9.60 % + 36.97 % + 24.40 % + 11.41 % + 9.40 %Contribution to the consolidated result + 18.22 % + 31.94 % + 19.54 % + 15.08 % + 9.68 %

Change with respect to the previous financial year:

-Deel 1 2005_ENG 17-08-2005 10:31

18

UW BOODSCHAPPEN THUIS

Grands Vins

Colruyt's Webshops www.colruyt.be

Besides information, Colruyt's website also presents a complete shopping arcade with various webshops. Customers can reserve not only their daily shopping from home, but also more specialised articles they cannot find in their store, such as prestigious wines, organic products,baby articles, and even electrical goods, china, etc.

ColliShop: the Shopping Arcade at your FingertipsElectrical Goods, Bed and Bath, Gardening and Do-It-Yourself, Campingand Travelling, Multimedia and Office, etc. It is all just a few clicks away.Customers can reserve the articles of their choice, always at the lowestprices. There is a picture of every product on the web page andcustomers are given full information on each article. Three days later - orsimply on the next visit to their store - customers can collect the articlesreserved. They simply pay at the till at the Colruyt store.

Collect&Go: Your Shopping Ready for CollectionCollect&Go allows customers to do their

shopping whenever and wherever they want. Customers fill in theirshopping list on the Internet and the products are delivered to theCollect&Go collection point of their choice (at a Colruyt store).

All they have to do when collecting the goods is pay. The prices areColruyt prices, and the Colruyt promotions also apply. Customersonly pay a fixed sum for the service.

Class WinesThis webshop offers a wide range of morethan 1,000 wines from the Collishop ClassWines catalogue. Most wines areaccompanied by a picture and tasting notes.They are delivered to the Colruyt store of thecustomer's choice within three workdays.

And there is much more to be found on thesite: all the promotions and the special offers,tips for combinations with dishes, etc.

Bio-PlanetThrough the Bio-Planet webshop, more than3,500 organic food products and ecologicalnon-food products can be reserved. Theyare delivered to the Colruyt store of thecustomer's choice (see page 24).

DreamBabyThe DreamBaby webshop offers many babyarticles: from care articles, car seats and prams to baby toys and furniture.

On the website, future parents can also enjoy a unique birth listservice. Five days after reservation, the articles are delivered at theColruyt store of the customer's choice.

Meat DepartmentTo order a meat package at the Colruyt meat department. Customers reserve conveniently from home through the Internet and collect their package when shopping at the Colruyt store.

Boucherie

ColliveryCollivery delivers complete orders to the home. Customers can reserve dry food, frozen products, vegetables, fruit and fresh meat.

Among its customers, Collivery has many hotels, restaurants and institutions such as schools, professional kitchens, rest homes, day-care centres, etc.

-Deel 1 2005_ENG 17-08-2005 10:32

Market share of Colruyt shops in Belgium

3.2 Development of Colruyt shops

In the financial year 2004/05, the Colruytshops achieved a turnover increase of 10 %compared to the previous financial year:from € 2.69 billion ex. VAT to € 2.96 billion.

Twelve new Colruyt shops were opened inthe course of the financial year 2004/05:

● 3 newly built shops;● 8 CoMarché/CoMarkt shops (shops

from the Laurus group) that were converted into Colruyt shops.

● One acquired supermarket that was converted into a Colruyt shop.

One exist ing shop was relocated to a completely new building.

Seven existing shops were enlarged and/orrenovated.

On 31/3/2005, 2 shops were closed foralterations. This brings the total number of Colruytshops on 31/3/2005 to 181.

The sales area of the Colruyt shopsincreased by 17,028 m2 (+ 7.43%)compared to the previous financial year andis now 246,231 m2.. Because we alwayscompare with the situation at the end of thefinancial year, the change of the sales areacan vary markedly from year to year, so thatit is the long term trend that is importanthere.

Calculated on the basis of constant salesarea, the Colruyt shops realised a turnoverincrease of 2.57 %.

In addition, there are 2 acquired shops and8 CoMarché/CoMarkt shops (former Laurusshops) that still have to be converted intoColruyt shops. These conversions areplanned for the financial year 2005/2006.

3.3 Subsidiaries and subactivities in Distribution Colruyt

N.V. Vlevico does the meat processing forthe butchers, the frozen and delicatessendepartment of Colruyt Distribution.

Vlevico N.V. employs 424 people and worksexclusively for the Colruyt shops andbutcheries.

19 www.colruyt.be


Warehouses-Site area 645,319 m2 602,269 m2

-Built-up surface area 254,808 m2 221,587 m2

-Book value land + buildings € 65.46 million € 67.59 million

Administrative buildings-Site area 48,156 m2 48,156 m2

-Built-up area 32,369 m2 32,369 m2


Colruyt shops-Number in Belgium 181 166-Of which entirely or partially rented 27 30-Site area 1,520,941 m2 1,384,870 m2

-Gross developed area 367,107 m2 345,239 m2

-Retail floor area 246,231 m2 229,203 m2


Real estate

2000

0000

8000

6000

4000

2000

0

1000

3000

5000

7000

9000

1000

3000

02/03 03/0400/01 01/02 04/05

9,304

7,599

8,323

10,987

12,248

+ 981

+ 655

+ 724

+ 1,683

+ 1,261

No. of personnel employed byColruyt DistributionColruyt

14

12

10

8

6

4

2

0

1

3

5

7

9

11

13

15

2002

16

17

1817.24%

2003 2004

18.62%

17.62%

19

In 2002, the Nielsencompany substantiallychanged the basis forcalculating the marketshare. No figureswere published for2004 using the oldbasis. We have thusadjusted the last threeyears to the figuresaccording to the newbasis.

Colruyt shop Turnover change Average Turnover Retail Change Volume Turnover turnover Colruyt shops index change change sales area retail increase evolution

(in billion €) food in volume in m2 sales area per m2 comparable in m2 in % retail floor area

2004/2005 2.96 + 10.00 % + 1.59 % + 8.41 % 246,231 m2 +17,028 m2 + 7.43 % + 0.98 % + 2.57%

2003/04(**) 2.69 + 10.10 % + 2.27 % + 7.83 % 229,203 m2 + 8,332 m2 + 3.77 % + 4.02 % + 6.33%

2002/2003 2.45 + 9.14 % + 1.19 % + 7.95 % 220,871 m2 + 8,103 m2 + 3.81 % + 4.14 % +5.33 %

2001/2002 2.24 + 11.30 % + 4.82 % + 6.48 % 212,768 m2 + 3,398 m2 + 1.62 % + 4.86 % + 9.68 %

2000/2001 2.01 + 8.09 % + 1.69 % + 6.40 % 209,370 m2 + 6,221 m2 + 3.06 % + 3.34 % + 5.03 %

Table of changes (*)

(*) These statistics only relate to the shops under the Colruyt name. Shops being converted have not been included.

(**) The figures from the 2003/2004 annual report have been corrected.

-Deel 1 2005_ENG 17-08-2005 10:32

20

N.V. Davytrans and N.V. Walditrans do thetransport operations for Colruyt Distribution.

The buildings of Colruyt Distribution aremanaged by the property companies N.V.Onveco and N.V. Elpeco.

Waldico S.A. operates the warehouses inGhislenghien on behalf of Colruyt. Goodsare stored and sorted in Waldico S.A. Thereis also a sorting installation for empty bottlesand a washing installation for cleaning thereturned bottles used for the wine whichColruyt bottles itself. At the end of thefinancial year 2004/05, Waldico employed326 people.

The other subsidiaries are companiesacquired over the years from third partiesand which are direct ly related to thedistribution operation. It is generally theacquisition of an existing business.

3.4 Outlook for 2005/2006

We are continuing to aim for an annualsales area increase of around 8,000 to9,000 m2.

The programme for convert ing theCoMarché/CoMarkt shops (acquired fromLaurus) into Colruyt shops will end in2005/06.

Just as in the past, we will remain faithful toour 'lowest prices' policy. This will becoupled to permanent attention to costmanagement and the strict monitoring ofthe gross profit margin.

3.5 Colruyt and lowest prices

Lowest prices for every product

In most supermarkets, there are three largecategories of products: well-known brands,own brands, and 'First Price' or discountproducts. Colruyt offers the lowest prices inevery category.

● With well-known brands, we can easily compare our prices with the same brands in other shops.

● For our own brands we compare our prices with the house brands of other shops with similar quality.

● And we also compare our prices with the First Price and discount products of other shops. In this category, the BASIC productsof Colruyt offer the lowest prices.

BASIC products

Colruyt has a BASIC product in everydepartment and for every type of product: abasic product for every day at the absolutelowest price, the whole year through.

On top of the lowest prices we guaranteefor every product, we have also selected anumber of products we have awarded theBASIC label. The BASIC label stands for:

● the cheapest product of its kind● with a good basic quality● and also guaranteed the lowest price in

all of Belgium.

What is the cheapest product of itskind?

Are you looking for the cheapest water inthe whole Colruyt assortment or thecheapest detergent? You can easily findthem on the shelves because of their redlabel mentioning 'BASIC'. Toilet paper,coffee, biscuits, ... no matter what product itis: the products we award the BASIC labelare the cheapest of their kind.

We require our BASIC products to be ofgood quality. Various aspects can play arole here, for example the percentage offruit in jam, the drained weight, thepercentage of active washing ingredients indetergents, etc.

Lowest costs

Crucial to the lowest prices policy is to havethe lowest costs: austere shops withoutsuperfluous luxury, economical lighting, noplastic bags at the checkout, etc. These arethings that we save on. We invest thatmoney in the lowest prices.

Furthermore, we continually look for ways tomake the work simpler, easier and moreefficient for everybody. We thus also savetime and money. For example, last year weinstalled wireless barcode readers at theColruyt checkouts: this makes the work ofthe checkout staff somewhat easier .Moreover, we have invested in automatingthe registration of products as they are puton the shop shelves. As products are put onthe shop shelves they are registered online,

and that s impli f ies the counting andcommunicat ions with central stockmanagement. Also behind the scenes, inthe depots, we have invested further inefficiency. A proportion of the fruit andvegetables are now stock-picked with a fullyautomatic order picker, built by the Colruytsubsidiary Dolmen IP.

What we do NOT save on is the quality ofthe products and service. On the contrary,we have high standards in this respect. Forus, the content is more important than thepackaging.

For example, only real craftsmen work in theColruyt butchers. And the considerable jobrotation and training paves the way to theversatility of the shop staff. That helps themto help customers even better.

3.6 Colruyt and qualityAmong the many projects on quality, theintroduction of the new del icatessenrequirements is the most prominent.

Delicatessen requirements

The same strict quality guarantees thatapply to our meat (beef, veal, pork, poultry)also apply to the Colruyt delicatessen. TheColruyt delicatessen are also certified byQuality Control now, the independentQuality Control Institute. In this way, Colruytundertakes to always offer you quality meatwith firm guarantees.

The quality guarantees apply to both theColruyt del icatessen in the butcher'sdepartment and in the fresh productsdepartment.These are the guarantees that Colruyt offersfor its delicatessen:

1) For the fine meat products that we prepare ourselves in our meat centre, we only use meat from our own closed circuit. That meat satisfies our strict requirements (rearing requirements, animal feed, traceability, etc.).

2) Even when the Colruyt meat centre usesexternal producers for fine meat products for example (ham, salami, etc.), it is guaranteed that only meat from our own closed circuit is used in their preparations.

3) Moreover, every type of delicatessen product (ham, bacon, salami, pasties, etc.) satisfies specific requirements for the preparation. For example, our salamimust be dried naturally for at least 4 weeks.

-Deel 1 2005_ENG 17-08-2005 10:32

www.colruyt.be21

Have you still seen a lower price somewhere else? Ring the

Red Hotline on 02 360 10 40 or send us a Red E-mail on

www.colruyt.be > Meilleurs Prix > Le Téléphone Rouge.

We adapt our price and refund your telephone or e-mail

costs. The Red Hotline is also a helpline for queries and

suggestions.

Right from the start, we have made sure that Colruyt prices

are the lowest, for every product.

This is how we do it: every day, a team of Colruyt staff

checks the prices in large stores all over the country.

These prices (19,000 a day!) are then fed into the central

computer, together with the brochure promotions of our

competitors, and the computer compares the prices.

The lowest prices: for EVERY product, at EVERY moment

We adapt our price

Daily price checks

The Red Hotline

If we find a lower price somewhere, we adapt our price . This

is how Colruyt can offer you the lowest prices, at any time,

for any product.

-Deel 1 2005_ENG 17-08-2005 10:32

22

3.7 Colruyt and its customersOpening times

Since November 2004, the Colruyt shopshave been open for one hour longer in thewinter than in the previous years. Thus theopening times of the Colruyt shops are nowthe same throughout the year.

Furthermore, the opening times of thebutchers have been changed. Al l thebutchers are now also open on Monday.

Both changes are not only clearer forcustomers, they also make it easier for thecustomer to do his shopping more flexibly.

Communications

Colruyt communicates with its customers,not only in the shops, but also outside.

Our leaf lets inform our customers ofhundreds of Red Prices and give themdiscount coupons. They also provide manyhandy tips and information on our products,and even recipes for splendid meals. Only customers who have expressly saidthey want them are sent our leaflets.Customers who so wish, can even receivepersonal offers based on their shoppinghabits. In addition, the leaflets contain amass of other information. For example, in2004 the Colruyt customers were sent afinancial year overview of Colruyt for the firsttime.

In the shops, the price labels say more thanjust the name or the price of the product ...A red label indicates a Red Price: forinstance a price that was adapted becauseof a promotion at a competing store. Colruytchecks among other things the advertisingbrochures of other shops for all specialoffers and promotions. When the price inanother store is lower because of apromotion, Colruyt adapts its price as well. Agreen label indicates that it is an organicproduct. The receipt is clear, detailed andthus easy to check.

On the Colruyt website (www.colruyt.be),there is a mass of practical and interestinginformation: where our shops are located,how Colruyt guarantees the lowest prices,what guarantees Colruyt gives, etc. Inaddition, the site also has a number ofspecific sections: Delicious Cooking, GreenLine, Organic at Colruyt, and our customerscan even do online shopping in the variouswebshops.

Red telephone

If a customer finds a lower price elsewhere,he can call the Red Telephone: 02 360 1040. He can use it to ask any questions andmake suggestions.

3.8 Colruyt and itsemployees

At Colruyt, we believe that a company growsas its people grow. Hence, last year we invested more than 3,5 % of the turnover in employee training,just for Colruyt distribution employees.

Continual training

When an employee starts at Colruyt, he isgiven a sound training, with the emphasison experience-oriented training. As anewcomer he is taken in and guided by a'mentor'.Training is not just limited to the first fewmonths. Later too, many opportunities areprovided for further self-development. Forexample, somebody from the shop canwork for a period in the depots and gain abetter understanding of other aspects ofdistribution. Last year, more than 1,500 shop employeestook part in so-called 'fitometers': visits toour suppliers, for a look behind the scenesand a lot of extra product knowledge. Andmore than 1,050 employees took additionalcommercial training.

In order to fill vacancies in the IT sector, thetechnical department and the butchers, weorganise intensive training ourselves.

In addition to the real job-oriented courses,we also offer a special training packagerelating to integration (e.g. language lessons,workshops on intercultural differences,'management of diversity' training, etc).

Personal growth

And in addition to the job-oriented training,employees are also given the opportunity tovoluntarily participate in a wide range of skillstraining, and training for personal growth.

After all, a company can only grow if theemployees, each with their own capabilities,grow on a technical , relat ional andemotional level.

A large number of courses, except for thosethat are really functional, are open toeverybody: people from differentdepartments and al l funct ional levelsparticipate together.

On Monday April 11th, Colruyt opened its50th Collect&Go collection point. With the Collect&Go service, Colruyt sellsfree time to its customers. The Collect&Go concept is very simple:the customer does his shopping on theColruyt website (www.colruyt.be), with afew clicks of the mouse and when itsuits him. As of the next day, between 16:00 and19:45, the requested shopping is readyat the collection point he has chosen.

The Collect&Go service offers manybenefits:

● Indisputable time saving

People who don’t have much time or who don’t want to shop every week can choose Collect&Go, because they can spend the saved time on other activities. Collect&Go does the shopping for them. Each week, they save 1 to 2 hours.

● The shop is open, even if we are closed!

The customer does his shopping on www.colruyt.be whenever he wants, 24 hours a day, 7 days a week. The majority of the reservations are made between 20:00 and 23:00.

● Simply reserve through www.colruyt.be

For Collect&Go you do not need to be an Internet specialist. The Collect&Go site, which was recently redesigned, is very simple to use. The customer can choose from the entire food range (chilled, frozen, and also meat) of the selected Colruyt shop. To make it even easier to order, the customer can put together and change a personal list, add personal comments, and use it as a basis for each reservation.

● An original system: handy reusable boxes

For each product category, the articles are carefully arranged in reusable folding boxes which have a deposit onthem. The customer only has to collectthem (the chilled products are all put together, cleaning products are in a different box, etc. That makes it easier to store the shopping at home.) The deposit is returned when the customerreturns the folding box at his next visit.

-Deel 1 2005_ENG 17-08-2005 10:32

23

Growth opportunities

Every job at Colruyt also offers real growthopportunities. Hence almost all vacancies atColruyt are first made available to its ownpersonnel.

There are also job rotation opportunities forall employees. This means that they can do a different job,at a similar level, in order to build up newexperience.

3.9 Colruyt and society

Child labour charter

A few years ago, Colruyt and Dreamlandstarted a charter against child labour. Wewant to help prevent child labour andimprove working conditions, mainly amongthe companies that produce toys for us.

In the meantime, our actions are paying off:

1. After signing our code of conduct, all 49companies in China were inspected by anindependent inspection body to see thatthey were complying with their undertaking.These were the most important findings:

● The suppliers who were not fully in order were given the time to make changes.

● In the meantime a number of them have had a second inspection. The relationship with two companies that did not make any improvements has been stopped.

● Six of the companies visited fully complied with our charter.

2. In addition, we also gave financial supportto a number of educational projects: mostof them are existing projects, but we alsostarted our own new educational project inIndonesia. In the meantime, 4 schools havebeen renovated and 5 new textbooksprinted.

At Colruyt, we believe very strongly ineducation and training. Our position is that itis not enough to just prohibit child labour inorder to help chi ldren in developingcountries. You have to give children andyoung people opportunities to develop. Ifyoung people are well educated, they canstand on their own two feet later on andthey can make a better contribution to thedevelopment of their country.

Because we believe that limited resourcescan act as a lever to achieve a lot of results(e.g. one well trained farmer can pass on hisknowledge to an entire village), we supportvarious local, small-scale projects in theregions where we purchase products.

Colruyt supports:

● an educational project in the refugee camps on the border between Tanzania and Rwanda (together with the NGO Caraes).

● a training project for young farmers in Indonesia (together with the NGO Vredeseilanden).

● our own project in Indonesia to increase the quality of the education. In this project, we also provide study grants to give more young people the opportunity to get an education.

● an educational project in Ecuador, where we also invite our customers to make a contribution through a voucher on our own brand coffee, Graindor.

All these projects are checked by QualityControl.

Tsunami

After the Tsunami in Asia, the customers atColruyt could make a gift to the victims.Moreover, together with Vredeseilanden andIles de Paix, Colruyt organised an actionwhere customers could give away theirdiscount to the victims of the disaster.

Transport charter

In 1998, together with all its drivers, Colruytlaunched its Transport Charter, for greatersafety and courtesy on the road. A few yearslater, all external carriers of Colruyt alsosigned the Charter.

On March 3rd 2005, all the Colruyt Groupdrivers and carriers, together with the TransportDepartment managers, assessed the effortsand achievements of the last 7 years.

For greater safety on the road, we installedthe blind-spot camera in all lorries and athird brake light in all articulated lorries.Moreover, drivers were given additionaltraining.

The courtesy efforts of the Colruyt driversare really appreciated by many road users.

Furthermore, we are looking for solutionsand improvements to the mobility issue.How can we put as few lorries as possibleon the road but still supply all shops everyday? The decision of Colruyt to invest in a"quiet" hybrid lorry is a European first in thisrespect. A hybrid lorry can switch over toelectricity once it reaches the city centre,which facilitates night deliveries.

www.colruyt.be

Seven years after its creation, Colruyt's Transport Charter is still very relevant.

Through a system of correspondence courses, a largenumber of students can educate themselves withoutexpensive infrastructure.

-Deel 1 2005_ENG 17-08-2005 10:32

3.10 Colruyt and the environment

Colruyt’s Green Line program is still relevant:we are still finding new ways of being moreenvironmentally friendly.

New windmill in Ghislenghien

The Colruyt windmill at the Dassenvelddepot in Halle produced 1.8 mWh in 2004.Because wind energy is cost-effective,Colruyt wants to instal l addit ionalwindmillsin the future. Colruyt has submitted a licence applicationfor a windmill in Ghislenghien. The licencehas now been granted and in 2006 a 2.3mWh windmill will be operational at theColruyt Waldico depot in Ghislenghien. InIeper, Colruyt takes part in a cooperationunique in Flanders: Aspiravi, Electrawinds,SPE and WE-Power (a Colruyt subsidiary)wish to create a park of 9 windmills there.

In Ieper, Colruyt takes part in a cooperationunique in Flanders: Aspiravi, Electrawinds,SPE and WE-Power (a Colruyt subsidiary)wish to create a park of 9 windmills there.

The government considers the industrialzone of Ieperleekanaal Noord very suitable:it yields much wind, there is enough spaceand the zone is also well situated as far asthe landscape and the bird population areconcerned.

The windmills will have a maximum capacityof 2 megawatt. The windmill park willprovide 10.100 families with electricity(35 GWh per year), which amounts to theelectricity use of about two thirds of allfamilies in Ieper. The energy is producedwithout any fossil fuels, ensuring a 12,700-ton reduction of CO2 emission. To meet theKyoto standards, every Belgian shouldreduce his CO2 produce with 2,600 kilos by2010. The windmill park in Ieper ensuresthat 5,000 Belgians wi l l meet thesestandards.

Waste: prevent as much as possible

Packaging is required to bring the productsto our customers efficiently, hygienically andsafely. A first step in dealing with waste in anenvironmentally friendly way is to prevent asmuch waste as possible. Hence, throughoutthe company we are continually looking forways to limit or reduce the quantity ofpackaging, or to replace it with reusablepackaging. Since the start of our Green Lineprogramme, we have prevented a total of97,386 tonnes of packaging material.

Some examples: ● In our own production departments, we

use reusable trays for the transport of many goods (non-food, cheese, fruit and vegetables, etc).

● For the goods that our suppliers deliver toour central distribution centres, we try to reduce the packaging material in consultation with them.

● In our bottling plant, wine bottles used tobe put into sectioned cardboard boxes.Colruyt adapted the automatic filling lineso that smaller boxes could be used,without any cardboard sectioning on theinside.

Sorting for better processing

In order to process the waste efficiently andin an environmentally friendly way, we sortas much as we can. A first sort is done inthe Colruyt shops: paper, cardboard, plasticand fruit and vegetables waste, are collectedseparately from the other waste. Every daywe bring al l the waste to our centraldistribution centres. Our lorries take thewaste, together with the empty packagingon the return trip. We thus relieve the citiesand boroughs from the job of collectingrefuse from the Colruyt shops.

Central processing in the recyclingdepartment

In the other departments too (our technicalservices, the administrative services, etc.)our collections are as selective as possible.Once it comes into the central distributioncentres, the waste is immediately processedin the recycl ing department. Paper,cardboard and plastic are pressed into balesand we supply them to various recyclingcompanies. Fruit and vegetables go to aspecial ised company where they areprocessed into compost.

The rest of the waste is further sorted, sothat the bulk of it can be incinerated. Theheat thereby generated is used to heat ourdistribution centres.

This methodology means that we can limitthe quanti ty of waste that cannot beprocessed to 10 % of the total waste. Thissmall amount is taken away by specialisedcompanies.

Breakdown of the waste components

In comparison to the increasing turnover,the volume of waste is rising more slowly.With respect to 2003, the total tonnage ofwaste rose by 5.5 in 2004 %. In the sameperiod, the turnover rose by 9.6%.

Plastic: nothing is lost

70 % of the plastic waste from our shops isflexible polyethylene: packaging film, outerpackaging, etc. We produce new rubbishbags from them. It is brought to our centraldistr ibut ion centres and pressed intoseparate bales. These bales then go to arecycling company. There the plastic is cutinto small pieces and washed. The piecesare melted down and processed intogranules of the same size that are used as araw material for the production of rubbishbags.

The remaining proportion of our plasticwaste, around 30 %, consists of a mixtureof different types of plastic: polypropylene,polystyrene, shrink wrap, etc. They areprocessed by recycling companies. Theplastic waste is cut, washed and ground intoflocks. The flocks are then melted down andcast into bars, poles, slats, acoustic screens,rubbish bags, drainpipes, buckets, etc.

The collected plastic is thus 100 % recycled.

24

Cardboard and plastic are collected separately in the Colruyt stores.

-Deel 1 2005_ENG 17-08-2005 10:32

Fruit and vegetables: 16 % morecomposted

We insist on giving our customers productsof the best quality only. Our fresh foodmanagers check the products for theirfreshness in the shops every day. Productsthat do not meet the requirements aretaken off the shelves and sent to the centraldistribution centres.

Unpackaged fruit and vegetables go fromthere to a specialised company where theyare composted. We can thus process themin a natural and environmentally friendlyway. The compost is used in horticultureand is perfectly suited for use as a soilimprover and fertilizer.

Packaged foodstuffs (dried food, dairy, fruitand vegetables, etc.) first go to a companythat 'unpackages' them and then processesthem into compost.

In 2004, we collected 2,786 tonnes of fruitand vegetables waste and 5,501 tonnes ofpackaged goods. Here too, the increase (+ 36 % and + 12 %) is due to improvedsorting of the waste.

Incineration with heat recuperation

The waste from our shops that cannot berecycled, is incinerated with heat recovery.The heat generated is used to heat ourdistribution centres and for the hot waterthat we rinse the reusable wine bottles with.The heat from the flue gases heats up waterthrough a heat exchanger. In this way thewater does not have to be heated in aboiler.

We thus save 630,000 litres of fuel oil,which corresponds to the average annualconsumption of 210 families.

In 2004, thanks to the extensive sorting, wewere able to reduce the quantity of wastefor the incinerator by 1%. Even with theturnover increase, we were thus able to holdback the volume.

Flue gas cleaning

The smoke released from the incinerator isfurther purified. Using the system of 'dry'flue gas cleaning, we spray active carbon(against dust part ic les) and sodiumbicarbonate (neutralises the acids) into thesmoke at a temperature of 180 °C. Thepolluting particles bind to these substancesand are then filtered out in a large filter.

This system of dry flue gas cleaning has anumber of advantages:

● We do not need any water to clean the smoke, and thus there is no industrial effluent.

● This way, we have practically no emissions of hazardous substances.

● No water vapour comes out of the chimney.

An approved external laboratory measuresthe emissions regularly (4 times per year).They are well below the legally allowedmaxima, and even better: in a number ofcases we are even below the measurablethresholds. Every year the governmentenvironmental inspectorate also takesmeasurements.

Some examples: mg/Nm Measurements Legal

standardDioxins < 0.01 0.1SO2 < 5 300(sulphur dioxide) HCl < 1 100(hydrochloric acid)Dust 16 100NOx 215 400

25 www.colruyt.be

38,7 %CARDBOARD

3,6 %PLASTIC

10 %DUMPED

20,02 %INCINERATED

2,86 %VARIOUS

24,7 %COMPOSTED

Thanks to the steadily improved sorting and recycling of the waste, we can minimise the impact on the environment.

Compared to the increasing turnover, the amount of wastedoes not increase so fast.

The plastic is pressed into bales.

TURNOVER IN MILLION €WASTE IN TONNES

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-Deel 1 2005_ENG 17-08-2005 10:32

At the end of the financial year 2004(31/12/2004), OKay operated 28 shopsunder its own management.

In 2004, eight new shops were opened.

In the financial year 2004, OKay made aturnover of 91.98 million euros, against56.54 million euros in the previous financialyear. This is a rise of 62.68%.

The cash flow for the financial year 2004was 7.39 million euros, against 3.15 millioneuros in the previous financial year.

The contribution to the consolidated resultwas € 2.43 million, against € 0.49 million in

the previous the financial year.

The contribution to the consolidated resultamounts to € 2.43 million, against € 0.49million in the previous financial year.

OKay shops are pleasant corner shops thatprovide a wide range of products in a smallarea (approx. 400 m2).

This way, the customer can readily andefficiently do his shopping and saves time.

Okay also guarantees the best service andthe highest quality at the lowest price in thearea. This way, the customer saves money.

The shops are arranged logically in anorderly manner, and the products are clearlyvisible and accessible. OKay also meets theneeds of i ts customers by makingsuggestions for delicious, healthy and freshfood. The customer thus saves effort.

In addition to basic foodstuffs, traditionallyproduced articles and regional products,OKay also sells delicious fresh food.

In the refrigerated store, there is a splendidrange of fresh products: a rich range of fruitand vegetables, dairy products, freshlyprepackaged meat and del icatessenproducts, fresh fish and fish preparations,ready-made meals, etc.

26

Alvo's depot in Bornem.

The partnership with the independentsupermarkets of the purchasing group Alvodeveloped further in 2004/2005.

According to this agreement, Colruyt sellsproducts to Alvo.

The independent supermarkets of Alvo aresupplied from an N.V. Alvocol depot inBornem. N.V. Alvocol is a company jointlyheld by Colruyt and Alvo.

Financial information

Financial year Financial year 2004 2003

Capital and reserves 12.96 7.88

Turnover (excluding VAT) 91.98 56.54

Turnover evolution + 62.68 % + 65.32 %


Cash flow (**) 7.39 3.15


Gross growth of fixed assets (***) 13.14 9.8

Net book value of fixed assets (***) 31.03 23.1

Retail floor area (m2) 12,283 8,337

Number of retail outlets 28 20

Additional retail floor area (m2) + 3,946 + 2,978

Additional retail floor area (%) + 47.33 % + 55.57 %

No. of personnel employed 337 222

No. of employees (full time equivalent) 287.5 192

Key data on 31/12/2004 (*) (In million €)

4. OKay

(*) The financial year of OKay runs from 1/1/2004 to 31/12/2004. (**) Cash flow = Contribution to the result + depreciation. (***) Excl. financial fixed assets.

-Deel 1 2005_ENG 17-08-2005 10:32

At the end of the financial year 2004(31/12/2004), DreamLand operated 22shops, including 3 DreamBaby shops,specialised in baby articles. In 2004, 1 new DreamLand shop wasopened in Brugge and 2 DreamBaby shopsin Kuurne and Halle.

In February 2005, a new ‘dream’ shop wasopened in Koksijde. This is a test shop for anew sales formula for gift articles in citycentres through local shops of around 500 m2.In 2005, we plan to open 3 additional testshops for this formula.

Bread specialities are baked at the shopitself on site throughout the day.

The Okay shops provide an answer to theincreasing mobility and traffic problems, andare thus a good supplement to the largerColruyt shops.

‘Save time, money and bother’: OKay.

In 2005, we plan to open seven newshops.

That means that this fast-growing activity willhave to be more structured on acommercial , organisat ional andadministrative level. That is the challenge offuture years.

For the future, we anticipate a furtherconsolidation of the positive results of thisstill fairly new and young sales formula ofOKay.

27 www.colruyt.be

At the end of 2004, Okay had 28 shops.


Key data on 31/12/2004 (*) (In million €)


Capital and reserves 35.52 28.17Turnover (excluding VAT) 126.02 110.00Turnover evolution + 14.56 % + 16.80 %Operating profit 10.08 9.66Operating cash flow 13.64 12.60Profit from ordinary operations before taxes 9.43 8.64Profit from ordinary operations after taxation 6.34 5.86Contribution to the consolidated result 6.33 5.85Cash flow (**) 9.89 8.80Cash flow as a percentage of turnover 7.85 % 8 %Gross growth of fixed assets (***) 3.93 4.5Net book value of fixed assets (***) 24.57 24.2Turnover per member of personnel 0.26 0.28Retail floor area (m2) 38,015 34,801Number of retail outlets 22 19Additional retail floor area (m2) 3,214 1,865Additional retail floor area (%) + 9.2 % + 5.66 %No. of personnel employed 526 428No. of employees (full time equivalent) 484.5 398.5

5. DreamLand

(*) The financial year of DreamLand runs from 1/1/2004 to 31/12/2004. (**) Cash flow = Contribution to the result + depreciation. (***) Excl. financial fixed assets.

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Based in the administrative office in Ternatand the distribution centre in Heist-op-den-Berg, N.V. Spar Retail operates on theBelgian market with 2 formulae forconsumers: Spar (around 300 shops from300 to 700 m2) and Eurospar (25 largershops of at least 700 m2).

There is also the Cash & Carry formula, A-Cash, with four establ ishments inBelgium.

The Spar and Eurospar shops are operatedby independent operators. The Spar andEurospar formulae differentiate themselvesby offering a sophisticated range of qualityproducts with the emphasis on fresh andconvenience in a pleasant shopenvironment, where personal attention forthe customer is very important. The Sparshop is mainly intended for everydayshopping, while the Eurospar formula, witha more extensive range, is suitable for allshopping.

28

Furthermore, we anticipate opening 1 to 2new, larger ‘DreamLand’ shops per year.

In the financial year 2004, DreamLandrealised a turnover of 126.02 million euroswith respect to 110.00 million euros in theprevious financial year. This is a rise of14.56 %. DreamLand was able to realisesuch a turnover increase by adapting rapidlyto market opportunities.

The cash flow for the financial year 2004was 9.89 million euros, against 8.80 millioneuros in the previous financial year.

The contribution to the consolidated profitwas € 6.33 million, against € 5.85 million inthe previous financial year.

In addition to its role as a toy specialist,DreamLand also has an extensive range, sothat DreamLand has become the perfectfamily shop. Al l family events can becelebrated with DreamLand, thanks to themultimedia range, Gifts & Things, sports,toys, etc.

Employee training was intensified. Theefforts relating to the child labour charterwere continued: our suppliers abroad wereaudited systematically to check that theysatisfied the requirements of the charter.

In addition, the number of controls on thesafety of toys, school articles and Christmasdecorations has been greatly increased. Thesafety requirements for packaging are alsosystematically checked.

DreamLand manages the import bureaufrom the Far East for the entire ColruytGroup. Increasing numbers of newcountries, such as Vietnam for example,qual i fy as suppl iers. With these newsuppliers, a new set of requirements has tobe put together each time to guarantee thequality and safety standards.

With the opening of a new depot in Lot(11,000 m2), DreamLand has taken animportant step in the further centralisationof the logistical activities.

Through a rationalisation of the supplyprocesses, the stock in the shops will fall by10 %, without any effect on the rangeoffered to customers. The rotation ofproducts is thus better monitored.

By starting to use reusable bags at thecheckout, the consumption of plastic bagshas fallen by 37 %.

The baby catalogue is gaining success andis distributed in all Colruyt, DreamLand andOkay shops.

The partnership with C&A for baby clothingwas successfully continued in 2004.

The current trend of increasing turnover willbe continued in 2005.

The first ‘dream’ shop in Koksijde: a shop specialised in gift articles, offering trendy and originalpresents for anyone, for any occasion.

Financial information (***)

Financial year2004/2005

Capital and reserves 49.16

Turnover (excluding VAT) 475.71

Contribution to the consolidated result 3.78

Cash flow (*) 7.76

Cash flow as a percentage of turnover 1.63 %

Net book value of fixed assets (**) 18.01

Retail floor area (m2) 118,773

Number of retail outlets 322

No. of personnel employed 708

No. of employees (full time equivalent) 624

Key data on 31/12/2004 (In million €)

(*) Cash flow = Contribution to the result + depreciation.(**) Excl. financial fixed assets.(***) The financial year of N.V. Spar Retail was extended and ran from 1/1/2004 to 31/3/2005. This is 15 months, compared

to 8 months in the previous financial year, so the reported figures are not comparable.

6. Spar

DreamLand opened a new depot in Lot.

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29 www.colruyt.be

N.V. Spar Retail is the licence holder ofthe international Spar organisation.With as many as 15,000 shops in 34countries and a turnover of almost € 27 billion, it is the largest retailorganisation of independents in theworld.

In 2004/2005, the Spar and Eurosparshops realised a turnover (including VAT) of€ 546.01 million. On 31/3/2005, the Sparformula had 322 sales points with a salesarea of 118,773 m2.

In 2004/2005, Spar boasted 708employees.

In 2004, the 50th new style Spar shop, andthe 25th Eurospar opened their doors. Theremodelled shops are rolling out one afterthe other at a high rate. This calendar year,another 47 shop renovations are planned.

Spar and Eurospar further reduced theirprices in 2004/2005, in two waves: beforeand after the summer holidays. These price

reductions were announced in intensiveradio campaigns.

The improvement of the shop's image andthe lower pr ic ing have substantial lyimproved the Spar image. The winterreport of the leading research agency GfKmeasured the customer assessment of themain supermarket chains, and in thisassessment, Spar jumped from 9th to 2ndposition in the rankings.

Spar developed a loyalty programme aroundthe theme of Tristar domestic equipment.This saving action, in which consumers couldgain a 50 % discount on some 30 attractiveelectr ical goods, was tremendouslysuccessful. More than 300,000 appliancesfound their way to the consumer.

The Spar Fresh Selection label for qualityproducts in the convenience sector wassubstantially extended. Packaging andproduct composition are continually testedagainst the consumer to guarantee absolutetop quality.

Remodelled shops, price reductions, theTristar programme and changes to theproduct ranges meant that the market shareof Spar grew well above the 2003 level.

Spar Retail also developed its internalorganisation. Among other things, the newSpar Academy was launched, a series ofevening courses with professional teachers

where Spar entrepreneurs and employeescan learn together how shopping at Sparcan be made even more attractive in thefuture.

For the Spar employers, a system wasdeveloped to do consumer research forevery separate shop. For example, everyemployer can now know (recognise) hisconsumers and the strengths (andweaknesses) of his shop, as well as thoseof his main local competitors, so that he canraise the performance of his shop to ahigher level.

In the Heist-op-den-Berg depot, a newmerchandise tracing system was installed.Thanks to this system, the precise locationof every box can be known at all times, thusenabling better stock control. Result: abetter service to the shopkeepers andconsumers with less stock loss, lower stocklevels, and less wastage.

Efficiency and permanent attention toimproving all aspects of the organisation willcontinue to be the two main objectives ofSpar Retail in the future. Spar will besupported by the expertise of the ColruytGroup in this respect.

Give us your e-mail address... and you will receive our information even faster!

Our e-mails contain extra information about:- special offers of webshop(s) you buy articles from- general information about new Colruyt initiatives

Our e-mails do not replace our communications on paper. You will still receive ourbrochures and newsletters in your mailbox.

To give us your e-mail address, go to www.colruyt.be > Informé par e-mail

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30

Key figures on 31/12/2004 (***) (in million €)




Turnover evolution + 17.87 % 17.5 %

Operating profit 5.40 4.05

Operating cash flow 12.97 10.33

Profit from ordinary operations before taxes 3.67 3.60

Profit from ordinary operations after taxation 2.29 2.91


Contribution to the consolidated profit ( group share) 2.90 1.90

Cash flow (*) 11.34 8.39


Net book value of fixed assets (**) 65.92 46.49

Number of supermarkets 44 45

Number of Cash & Carry's 17 16

No. of personnel employed 1,554 1,245

No. of employees (full time equivalent) 1,461 1,133

7. French operations: Pro à Pro Distribution

All French operations of the Colruyt Groupare consolidated under N.V. Pro à ProDistribution. That is the holding structure inwhich the accounts of S.A.S. Codi-France(formerly Ripotot), S.A.S. Doumenge, S.A.S.Blin, S.A.S. Harrydis, S.A.S. Didier, S.A. Disvaland S.A. Silor (since 01/07/2004) as wellas S.A.S. Galland (since 1/10/2004) areconsolidated.

The activities in France consist of two largecategories: the 'GMS' activity (Supermarkets- Grandes et Moyennes Surfaces) and the'Foodservice' activity.

7.2 GMS activities (Grandes et MoyennesSurfaces: Colruyt,Coccinelle andCocciMarket shops)

The GMS activities generated a turnover of € 161.00 million in 2004. This is a 31.62 %increase with respect to the previousfinancial year.

The GMS operat ions comprise theintegrated supermarkets of Colruyt andCoccinelle of S.A.S. Codi-France (formerlyRipotot) in northeast France, the 'affiliates'department (independent shops with thenames of Coccinelle, CocciMarket, PanierSympa, and independent shops under theirown name) of S.A.S. Codi-France, S.A.Disval, S.A. Silor and S.A.S. Galland, and alsothe petrol stations.

Integrated supermarkets (S.A.S. Codi-France)

In 2004, 4 shops were enlarged andconverted into Colruyt shops. 1 Coccinelleshop was sold.

This brings the total number of integratedsupermarkets of S.A.S Codi-France to

44: 18 Coccinelle shops and 26 Colruytshops. Total sales area: 31,777 m2 or+ 4.28 %.

Forty of these supermarkets have abutcher's department, operated by Codi-France under their own management.

There are also 19 petrol stations, 17 ofwhich are automated Dats 24 stations.

(*) Cash flow = Contribution to the result + depreciation. (**) Excluding financial fixed assets. (***) The financial year of Pro à Pro Distribution runs from 1/1/2004 to 31/12/2004.

GMS

7.1 Financial information

Codi-France

Disval/Silor

Galand

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31 www.colruyt.be

- Affiliates

With the acquisition of the Mallet group(S.A. Disval and S.A. Silor) on 1/7/2004,the number of independent shops suppliedby the Pro à Pro Group has substantiallyincreased.

Pro à Pro Distr ibut ion suppl ies 758independent shops, including 15 Coccinelleaffiliates, 51 Coccimarket affiliates and 70Pannier Sympa affi l iates, in northeastFrance, the central region, the Loire region,the Paris region, Haute Normandie and theHautes Alpes.

The experience of the Mallet Group insupplying small, independent local shopswill allow us to further expand this activity.

For example, there are projects to use a fewregional depots of the companies workingin foodservice as a platform to supply newindependent shops.

7.3Foodservice activities Pro à Pro Distribution has further developedthe foodservice activity with the acquisitionof Proman (Alsace) in May 2004, and theacquisition of S.A.S Galland (Hautes Alpes)on 1/10/2004. The network of companiesspecial ised in supplying social andcommercial cater ing has beenstrengthened, and Pro à Pro is thusbecoming a larger national foodserviceplayer in France.

The 17 Cash & Carry's (self-servicewholesale under the CodiCash name ofS.A.S Codi-France) also form part of thisactivity (total sales area: 23,312 m2).

The foodservice operations amounted to aturnover of € 200.22 million. This is anincrease of 8.5 % (without the newacquisi t ions the increase amounts to 6.1 %). This is a good result compared tothe general performance of the sector inFrance (- 5 % in commercial catering andno change in social catering).

On January 3rd 2005, Pro à Pro Distributiontook over the Roret company in Dijon.Roret works in foodservice, supplying driedfood.

In April 2005, 100 % of the shares of theINECO company were acquired. INECO is located on the island of Réunion.It supplies fresh products to the foodservicesector. It supplements the operations ofS.A. Morer (Doumenge group), specialisedin dried food, and S.A.S. Didier, specialisedin frozen, and who also operates in theoverseas departments (DOM-TOM).

In April 2005, S.A.S. Perache, with registeredoffice in Villeurbanne (Lyon), was acquired.S.A.S. Perache operates in the foodservicesector with a range of dried food and non-food.

The acquisition of S.A.S. Perache and thestart-up of a new depot in Lyon, planned forearly 2006, will enable accelerated growthof the Pro à Pro Distribution operations inthe Rhône-Alpes region.

On May 1st 2005, S.A. Ets Poirette, in theregion of Valenciennes, was taken over.

The main activity of S.A. Ets Poirette iswholesale in fresh products and wholesalein dried food through its subsidiary S.A.Eurocash Poirette, with a cash and carryshop in Valenciennes.

We anticipate that the financial year 2005will be a year of consolidation with thefurther development of the synergiesbetween the dif ferent foodservicecompanies. Pro à Pro Distr ibut ioncontinues to look for acquisitions that canstrengthen its national establishment inFrance.

FOODSERVICE

French Colruyt stores differ from their Belgian counterpart: among other things, they carry the slogan 'prix-qualité'.

Codi-France

Blin

Didier

Harrydis

Silor

Galand

Roret

Poirette

Perache

Groupe Doumenge

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32

Druco closed the financial year 2004/05with a contribution to the consolidated profitof 2.91 million euros against 1.74 millioneuros in the previous financial year. Thecash flow is 4.54 million euros, against 4.01million euros in the previous financial year.

Turnover ex. VAT is 33.96 million euros,against 31.26 million euros in the previousfinancial year. This is a rise of 8.64 %.

The external part of Druco's turnoveramounts to 38.69 % of the total; theprevious year it was 39.82 %.

The climate in the graphics industry wasweak again in 2004, with a competitivestruggle between printers, resulting inconstant pressure on profit margins .

In this context, Druco achieved good results.

Druco continues to invest in newtechnologies and new forms of printedmatter.

For example, a new eight-colour press hasbeen purchased.

The Druco buildings will also be expandedby 3,000 m2.

For the financial year 2005/2006, weantic ipate 5.60 mil l ion euros ofinvestments.

To adapt to the var ious commercialactivities within the Colruyt Group, thePremedia department will be restructuredas an internal advertising agency for theColruyt Group.

The Premedia department will thus serveColruyt, DreamLand, Okay, Spar and Pro àPro Distribution for everything concerningpublicity leaflets, advertising, customercommunications, brochures, etc.

The printer will continue to work for internalcustomers and also for increasinglyimportant external customers.

We expect the results to be of the sameorder of magnitude in the next financialyear.

8. DrucoFinancial information

Key data (In million €)



Total turnover (excl. VAT) 33.96 31.26

Turnover outside the Colruyt group 13.14 12.45

Profit from ordinary operations before taxation 4.55 2.91


Cash flow (**) 4.54 4.01

Gross growth of fixed assets (*) 3.10 0.77

Net book value of fixed assets (*) 7.04 5.58

No. of employees as at 31.03 (full time equivalent) 184.5 179


Druco continues to invest in new technologies, such as this machine to print sherpa's (colour proofs). The shrink wrap machine

(*) Excl. financial fixed assets. (**) Cash flow = contribution to the group result + depreciation.

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33 www.colruyt.be

9. Infoco - Createch Engineering - Dolmen Industrial Projects


(*) Cash flow = contribution to the group result + depreciation. (**) Excl. financial fixed assets.

Key data (In million €)

Financial year Financial year2004/05 2003/04



Turnover outside the Colruyt group 9.40 7.01

Profit from ordinary operations before taxes 5.7 11.89


Cash flow (*) 6.57 8.46

Gross growth of fixed assets (**) 5.26 5.00

Net book value of fixed assets (**) 14.57 13.51

No. of personnel employed as at 31.03 (full time equivalent) 477.5 460


The automatic order picker for fruit and vegetables inthe Dassenveld depot, created by Dolmen I.P.

N.V. InfocoSince 1st October 1999, this company hasconsisted solely of the IT branch that worksfor the companies belonging to the ColruytGroup.

In the financial year 2004/2005, N.V.Infoco made a turnover of 49.14 millioneuros. The profit after taxes was € 3.15million, with a cash flow of € 7.11 million.

All activities of the Colruyt Group relating toinformation and communicat iontechnologies have been incorporated intothe Infoco company.

The 415 employees of Infoco will ensurethat Colruyt continues to be competitive inthe future through projects such as e-commerce, direct marketing, etc. Infocothereby ensures that all the IT equipment iskept running.

The headquarters of Infoco is in Halle,where the administrative centre of Colruyt islocated. Infoco also has establishments inHuizingen, Deinze and Kessel-Lo.

The main challenge for Infoco over the next7 years is to completely rewrite al lcomputer programmes for purchasing, salesand logistics.

N.V. Createch EngineeringN.V. Createch Engineering is specialised inthe construction of automated solutions forpicking, packing, palletising and assemblyapplications. N.V. Createch Engineering ismainly targeted at the consumer industry:food, non-food, pharmacy, cosmetics,electronics, etc.

Alongside building specific tailor-mademachines for customers, N.V. CreatechEngineering is also a worldwide partner ofABB for robot appl icat ions. Since

February 1st 2004, N.V. CreatechEngineering has also been the exclusivepartner of Ilapak in the Benelux for the saleof horizontal and vertical flowpack machinesand multihead weighing machines.

N.V. Createch Engineering has extra assetsdue to the fact that i t has i ts ownengineering consultancy and i ts ownproduction workshop with installationdepartment. Turning, milling, sheet-metalworking, welding, etc, are largely done inhouse. Installation and after-sales serviceare done completely by their ownspecialists.

In the financial year 2004/05, CreatechEngineering N.V. made a turnover of 5.01million euros. Profits for the financial yearamounted to € 0.20 million and the cashflow stood at € 0.27 million.

Createch Engineering N.V. employs 19people..N.V. Dolmen IndustrialProjectsN.V. Dolmen Industrial Projects coordinatesBelgian and international turnkey projects

for goods handling and various productionprocesses. N.V. Dolmen Industrial Projectsbuilds assembly lines, sorting and transportequipment, PLC controls, production andstores management systems, etc. In brief,Dolmen Industrial Projects specializes inindustrial automation and computerisation.

The consultants of N.V. Dolmen IndustrialProjects have many years of experience invarious forms of industrial automation andcomputerisation. Dolmen Industrial Projectsdoes logistical building design, layoutstudies, optimisation of goods flows andcomputerisation concepts (PLC/PC/Scada/stores and production management).

Major achievements of Dolmen IP includethe tray washing system, and the system forautomatical ly stock picking fruit andvegetables, both in the Colruyt Dassenvelddepot in Halle.

N.V. Dolmen Industrial Projects todayemploys 47 people, mainly engineers.

In the financial year 2004/05, N.V. DolmenIndustrial Projects made a turnover of 6.38million euros. Post-tax profits amount to0.24 million euros with a cash flow of 0.41 million euros.

Createch Engineering created for Colruyt among otherthings a robot-controlled sorting installation for emptybottles in Ghislenghien.

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34

10. Financial analysis

10.1 Source and Application of Funds In € thousand

Comments

(1) Provisions increased by € 1.47 million. Deferred taxes decreased by € 0.55 million.

(2) Short term debts (including accrued charges and deferred income and non-financial debts payable after one year) decreased by € 30.83 million. The stocks and debtors due within 1 year (including deferred charges and accrued income) fell by 30.65 millioneuros. The working capital balance thus decreased by 0.18 million euros.

(3) Investments over the financial year, less the liquidations, amounted to 127.10 million euros.

(4) The capital increased by € 9.94 million.

(5) The financial debts payable after one year + the current portion of debts payable after one year fell by € 12 million.

2004/05 2003/04 2002/03

Operations

1. Pre-tax operating profits + 221,307.19 + 190,094.56 + 137,330.822. Extraordinary and one-off result + 18,441.26 + 110,473.873. Depreciation + 92,651.77 + 79,947.19 + 81,333.73

4. Cash flow + 332,400.22 + 380,515.62 + 218,664.555. Provisions and deferred taxes (1) + 914.53 - 21,473.83 + 3,716.666. Working capital (2) - 179.51 + 44,285.25 + 58,957.11

7. Change in operating cash position + 333,135.24 + 403,327.04 + 281,338.32

Investment operations

8. Gross acquisition of fixed assets and shareholdings (3) - 127,100.94 - 177,652.34 - 117,120.90 9. Change in loans granted - 472.40 - 918.93 + 2.16

10. Change in investment cash position - 127,573.34 - 178,571.27 - 117,118.74

Finance activities

11. Changes in capital and reserves - minority interests (4) - 16,615.89 - 183,226.84 + 4,638.41

12. Change in loans entered into (5) - 11,997.50 - 3,089.32 - 16,948.7813. Profit payments - 101,690.82 - 137,122.00 - 56,324.55

14. Change in financial cash position - 130,304.21 - 323,438.16 - 68,634.92

Change in net cash position + 75,257.69 - 98,682.39 + 95,584.66

15. Cash position at the beginning of the financial year 397,465.77 496,148.17 400,563.5016. Cash position at the end of the financial year 472,723.46 397,465.77 496,148.17

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35

2004/05 (****) 2003/04 (**) 2002/03Balance sheet itemsIntangible assets (*) 36.76 31.77 17.00

Tangible assets 534.63 504.96 430.86

Financial assets 16.48 16.67 7.85

Current assets 1,022.23 977.15 921.15

Shareholders' equity of the Group 663.31 520.76 544.81

Minority interests 4.79 25.90 21.63

Provisions 50.22 49.30 70.78

Accounts payable 891.78 934.60 739.64

Balance sheet total 1,610.09 1,530.56 1,376.86

Gross acquisition of fixed assets 127.10 177.97 117.12

Net working capital 140.58 64.65 207.66

Liquid resources 472.72 397.47 496.15

Long-term payables 13.78 25.76 29.46

Items of the profit and loss accountTurnover ex. VAT 4,438.24 3,855.15 3,141.38

Turnover evolution + 15.12 % + 22.72 % + 7.45 %

Operating profit 306.30 277.37 203.55

Operating cash flow before taxes 389.09 347.99 278.11

Profit from ordinary operations before taxation 313.15 282.53 209.81

Profit from ordinary operations after taxation 218.33 190.08 139.36

Consolidated profit 221.31 190.10 137.33

Consolidated profit - group share 219.52 186.45 134.36

Cash flow 313.02 270.05 218.66

Cash flow - group share (***) 310.22 264.36 212.60

RatiosShareholders' equity v. total balance sheet 41 % 34 % 40 %

Long-term payables v. shareholders' equity 2 % 4 % 5 %

Long-term payables v. total balance sheet 1 % 1 % 2 %

Profit from ordinary operations v. capital and reserves 47 % 54 % 39 %

Profit (group share) v. capital and reserves 33 % 36 % 25 %

Cash flow (***) v. capital and reserves 47 % 51 % 39 %

Profit from ordinary operations v. turnover 7.1 % 7.3 % 6.7 %

Profit (group share) v. turnover 4.9 % 4.8 % 4.3 %

Cash flow (***) v. turnover 7 % 6.9 % 6.8 %

Solvency (shareholders' equity in relation to payables) 0.74 0.56 0.74

Liquidity (current assets v. short-term debt) 1.17 1.08 1.29

10.2 Historical summary of consolidated key figures In million €

(*) Including formation expenses and goodwill.(**) Excluding extraordinary gains/losses of € 80.45 million on the sale of own shares and adjustments to the social security provision of € 35.78 million before taxes, and

30.02 million after taxes.(***) Cash flow = profit (group share) + depreciation (group share).(**) Excluding extraordinary gain of 18.44 million euros on the sale of Dolmen Computer Applications shares.

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Balance sheet

AssetsFixed assets

The book value of the fixed assets of theColruyt group amounts to 587.86 millioneuros, compared with 553.41 million eurosthe previous f inancial year. Excludingrevaluation surpluses, the net book value ofthe fixed assets is 577.26 million euros, asagainst 542.15 million euros the previousyear.

II. Intangible fixed assets

The net book value of this item is 9.28million euros, against 9.19 million euros inthe previous financial year.

The intangible fixed assets registered in thefinancial year were € 2.27 million, including€ 0.80 million software.

Changes to the base, transfers and itemstaken out of service generated an increaseof € 1.64 million.

Depreciation for the financial year was € 3.85 million, included € 0.03 million ofthe DCA Group.

The book value of software, included in theintangible fixed assets, comes to 2.01million euros.

III. Goodwill

Because of the various acquisitions (e.g.N.V. Florma, B.V.B.A. Claes, S.A. Disval, S.A.Silor, etc), positive goodwill of € 14.7million was booked during the financialyear.

9.85 million euros in depreciation wascharged.

The net book value of this item is 27.48million euros, against 22.58 million euros inthe previous financial year.

Goodwill is written off over a period of 5 years.

IV. Tangible fixed assets

The net book value of this item is 534.63million euros, against 504.96 million eurosin the previous financial year.The gross increase in tangible fixed assets(taking into account the liquidations andwrite-downs carried out, together with thechanges in stocks and work in progress)amounts to 102.50 million euros.The depreciations amount to € 72.83million, including € 1.6 million of the DCAGroup.

The investments during the financial yearwere as follows:

In million €

- Land and buildings 38.96- Plant, machinery and equipment 21.50- Furniture and vehicles 32.41- Other fixed assets 36.34

129.21

The investments in furniture and vehiclesinclude among other things hardwarepurchases of 6.99 million euros (mainly forthe shops) and vehicle purchases of 19.89million euros.

On 31/3/2005, the book value of hardwarewas 11.19 million euros against 12.64million euros in the previous financial year.

The other tangible fixed assets amount to22.40 million euros, against 25.14 millioneuros in the previous financial year.

Tangible fixed assets under constructionamount to 6.98 million euros, as against14.30 million euros the previous financialyear. In accordance with the group'saccounting principles, no depreciation isapplied to fixed assets under construction.

V. Financial fixed assets

The financial fixed assets are 16.48 millioneuros, against 16.67 million euros in theprevious financial year. They were primarilySofindev and Sofindev II shares, and variousfinancial accounts receivable.

Current assets

The current assets are 1,022.23 millioneuros compared with 977.15 million eurosin the previous year, which is an increase of45.08 million euros.

The main items:

In million €

- Stocks and contracts in progress 359.24- Trade receivables 109.29- Other accounts receivable 31.20- Short-term investments &

liquid assets 472.72

The stock of goods purchased for resalerose compared to the previous financialyear by € 9.38 million or 2.93 %, the tradedebtors fell by € 28.13 million.

Investments and cash at bank and in handincreased by 75.25 million euros.

The other debtors due within one yearamount to 31.20 mil l ion euros andcomprise a large number of relatively smallamounts of debtors of various types.

The own shares given in sect ion IX.Investments contain Colruyt shares held bysubsidiaries (in total 264,365 shares). Herethere are also 655,016 Colruyt shares heldby Etn. Fr. Colruyt N.V. These shares arerecorded at acquisition price.

The subsidiary N.V. Vlevico holds 74,182 nopar value shares in the Foundation KlapercoAdministrative Office that can be convertedin as many Colruyt shares.

The working capital (the dif ferencebetween current assets and amountspayable within one year plus deferredcharges and accrued income) amounts to140.58 million euros, compared with 64.65million euros the previous financial year.

LiabilitiesCapital and reserves

The consolidated capital and reserves of theColruyt Group amounts to 663.31 millioneuros, against 520.76 million euros in theprevious financial year.

Issued capital comes to 148.82 millioneuros, represented by 35,387,762 shares(on March 31st 2005). In the course of thefinancial year 2004/05, the capital wasraised by 9.94 million euros by means of anew share issue reserved for employees ofthe Colruyt group (9.94 mil l ioneuros/104,659 shares).

The reserves are 500.88 million euros,against 367.68 million euros in the previousfinancial year.

36

11. Comments to the Colruyt Group consolidated annual accounts (including one-off and extraordinary items)

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Closing situation at the end of the previous financial year: 367.68

-Group's share in profits: 237.96-Profit paid out as dividends: - 101.69-Miscellaneous - 3.07

Closing situation at the end ofthe financial year 500.88

VII. Investment grants

Investment grants amount to 4.13 millioneuros, against 4.46 million euros in theprevious financial year.

VIII. Minority interests

This item is 4.79 million euros, against25.90 million euros in the previous financialyear. The fall can be explained by thedeconsolidation of the Dolmen group.

IX.A. Provisions for liabilities andcharges

Provisions for liabilities and charges are43.92 million euros, against 42.46 millioneuros in the previous financial year.

2004/05 2003/04- Pensions 10.75 11.56- Taxation 0.98 1.28- Major repairs 4.69 4.12- Other risks (*) 27.50 25.50

Total 43.92 42.46

IX. B. Deferred taxes

Deferred taxes amount to 6.29 millioneuros, against 6.85 million euros in theprevious financial year.

This item includes 2.18 million euros ofdeferred taxes on investment grantsreceived, together with 4.11 million eurosof deferred taxes on capital gains ontangible fixed assets. The amounts havebeen calculated on the basis of theapplicable tax rate of 33.99 %.

Withdrawals are entered in the profit andloss account (see X.A 'Withdrawals fromDeferred Taxation'.)

X. Accounts payable after one year

The outstanding balance of long-term loansis 10.13 million euros, against 22.11 millioneuros in the previous financial year.

€ 3.65 million was also transferred tosection XI.A 'Current portion of debtspayable after one year.'

Financial year 2005/06 3.65Financial year 2006/07 2.86Financial year 2007/08 2.46Financial year 2008/09 1.85Financial year 2009/10 1.07after 2009/10 1.90Total 13.79

XI. Accounts payable within the year

Creditors due within one year amount to872.45 mill ion euros, against 908.70million euros in the previous financial year.

- Current portion of creditors due within one year 3.65

- Trade creditors 498.81- Advance payments received 13.05- Taxes and wages 227.56- Dividends and director'sentitlements payable 86.29

- Other creditors 43.09

Changes in reserves

37

in million € in million €

Overview of debt repayments in million €

Summary of provision

The main items:in million €

Since 2001, Colruyt offers free bicycles at the Halle train station to its employees who commute by train. The bicycles are looked after and fixed in a training workshop for theunskilled long-time unemployed.

(*) mainly equalisation provision captive and soil decontamination.

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12.2 Profit and loss account

I.+ II. Operating results

The turnover for the financial year 2004/05excluding VAT amounts to 4,438.24 millioneuros, compared with 3,855.15 millioneuros for the financial year 2003/04, anincrease of 15.12 %. Disregarding theDolmen Group (only included in thefinancial year 2004/2005 for six months)and the Spar operations (15 months withrespect to eight months in the previousyear), the turnover increase amounts to12.37 %.

'Own production capitalised' amounts to37.53 million euros, as against 35.08million euros in the previous financial year.This item primarily consists of investmentsmade by internal technical services (fittingout of central buildings and of shops).

The other operating income amounts to226.90 mill ion euros, compared with185.24 million euros in the previous yearand largely includes the contributions foradvert is ing and other miscel laneousoperating income which bear no directrelationship to the sale of merchandise.

The costs of services and other goods roseby 17.22 % and amounted to 213.95mill ion euros, compared with 182.52million euros in the previous financial year.The items with the largest increases are:repairs and maintenance, administrationand management costs, and transport costs.

The item 'Wages, social security chargesand pensions' comprises the wage bill,including provisions for holiday pay andChristmas bonuses, and amounts to 536.11mill ion euros, compared with 498.61million euros in the previous financial year.This is an increase of 7.52 % compared tothe previous financial year.

Depreciation and write-downs included inthe operating charges were 82.80 millioneuros, against 70.62 million euros in theprevious financial year.

The total amount of depreciation and write-downs for all items combined was 92.65million euros, against 80.26 million euros inthe previous financial year.In comparison to the previous financial year,€ 12.39 million extra depreciation andother amounts written off were applied.

Provisions

The net provisions made charged to theprofit and loss account were € 2.57 million,against a net write-back of € 35.74 millionin the previous financial year (social securitysettlement).

Other operating charges

Other operating costs amounted to 17.96million euros, against 13.89 million euros inthe previous financial year.

The operating profit for the financial year2004/05 amounts to 306.30 million euros,against 313.14 million euros in the previousfinancial year. This is a decrease of 2.18 %compared to the previous financial year.Without considering the extraordinary itemsof the previous f inancial year, thecomparable operating profit was € 306.30million compared to € 277.37 million, or anincrease of 10.43 %.

The operating cash flow (before taxes) was389.09 mill ion euros, against 383.77million euros in the previous financial year.

IV. + V. Financial results

The financial results (difference betweenfinancial income and charges) amount to6.86 million euros, as against 5.16 millioneuros in the previous year.

Profit from ordinary operations

The profit from ordinary operations beforetaxes in the f inancial year 2004/05amounts to 313.15 mil l ion euros,compared with 318.31 million euros theprevious year, a decrease of 1.62 %.

In comparison with the previous year, theoperating profit fell by € 6.84 million andthe financial income rose by € 1.70 million.

Without the extraordinary items, the profitfrom ordinary operations was € 313.15million against € 282.53 million in theprevious financial year, or an increase of10.84 %.

The profit from ordinary operations beforetaxes amounts to 218.33 million euros,compared with 221.18 million euros theprevious year, a decrease of 1.29 %.

Set aside Written back

For early retirement pensions 2.43 3.16

For major maintenance 4.69 4.12

Miscellaneous 8.91 6.18

Total 16.03 13.46

Breakdown of depreciation and write-downs

38

Provisions

Other operating charges

2004/05 2003/04

- Miscellaneous taxes and imposts 13.47 10.66

- Capital losses on disposal of assets 2.40 1.81

- Miscellaneous operating costs 2.09 1.42

Total 17.96 13.89

in million €

in million €

2004/05 2003/04Depreciation and write-downs on:

- formation expenses 6.11 3.21- intangible fixed assets 3.86 2.86- tangible fixed assets 72.83 64.54

operating charges 82.80 70.62

- costs of the issue of loans and allocated interest - -- goodwill 9.85 9.33

financial charges 9.85 9.33

extraordinary charges - 0.32

Total depreciation and write-downs 92.65 80.26

in million €

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VII. + VIII. Extraordinary results

The extraordinary income amounts to € 23.66 million, and includes € 18.44million of gains realised on the distributionof the Dolmen Computer Applicationsshares as a dividend.

The extraordinary costs amounts to 2.55 million euros against 2.63 million eurosin the previous financial year, and comprise:

- Provisions for liabilities and charges -

- Capital losses on disposal of fixed assets 2.25

- Extraordinary depreciation 0.02- Other extraordinary charges 0.28

IX. + X. + XI. Pre-tax profits - Taxes

The Colruyt group closed the financial year2004/05 with a consolidated pre-tax profitof 334.27 million euros. The previousfinancial year closed with a pre-tax profit of397.80 million euros.

Without taking account of the one-off andextraordinary items, the comparable profitbefore taxes amounts to € 315.83 millioncompared to € 281.57 mil l ion in theprevious financial year, or an increase of12.17 %.

Taxes on the result amount to 94.83 millioneuros.

X. Consolidated profit

The consolidated profit, after taxes, for thefinancial year 2004/05 was 239.75 millioneuros, against 300.57 million euros in theprevious financial year.

Without taking account of the one-off andextraordinary items, the consolidated profitafter taxes amounts to € 221.31 millioncompared to € 190.10 mil l ion in theprevious financial year, or an increase of16.42 %.

39

Breakdown of financial income and charges

2004/05 2003/04

- Income from investments + 10.33 + 10.52

- Other financial income + 12.55 + 10.24

- Costs incurred on loans - 3.08 - 3.15

- Depreciation on goodwill - 9.85 - 9.33

- Other financial charges - 3.03 - 3.17

- Amounts written off - 0.06 - 0.05

Financial profit: +6.86 + 5.16

in million €

in million €

At the end of March 2005, Colruyt boasted 16,157 employees, of which 12,248 work for Colruyt Distribution.

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40

Assets Codes

On 31.03.05 On 31.03.04

Fixed assets 20/28 587,861 553,412

I. Formation expenses 20 0

II. Intangible fixed assets 21 9,280 9,191

III. Goodwill 9920 27,476 22,583

IV. Tangible fixed assets 22/27 534,627 504,965A. Land and buildings 22 400,166 376,757B. Plant, machinery and equipment 23 43,486 39,112C. Furniture and vehicles 24 50,625 41,934D. Leasing and other similar rights 25 10,966 7,718E. Other tangible fixed assets 26 22,399 25,144F. Assets under construction and advance 27 6,985 14,300

V. Financial fixed assets 28 16,478 16,673A. Companies to which the equity method is applied 9921 8,095 8,412

1. Shareholdings, shares and profit share certificates 99211 8,095 8,412B. Other companies 284/8 8,383 8,261

1. Shareholdings, shares and profit share certificates 284 3,521 2,8242. Debtors 285/8 4,862 5,437

Current assets 29/58 1,022,233 977,153

VI. Accounts receivable after one year 29 1,418 946A. Trade debtors 290 1,418 926B. Other accounts receivable 291 20

VII. Stocks and contracts in progress 3 359,236 362,790A. Stocks 30/36 353,359 350,755

1. Raw materials and consumables 30/31 6,657 6,3582. Work in progress 32 454 8353. Finished goods 33 5,490 8,2774. Goods purchased for resale 34 329,017 319,6406. Advance payments 36 11,741 15,645

B. Contracts in progress 37 5,877 12,035

VIII. Accounts receivable within one year 40/41 140,491 170,411A. Trade debtors 40 109,288 137,417B. Other accounts receivable 41 31,203 32,994

IX. Investments 50/53 384,053 305,321A. Own shares 50 81,085 42,577B. Other investments and deposits 51/53 302,968 262,744

X. Cash at bank and in hand 54/58 88,671 92,145

XI. Deferred charges and accrued income 490/1 48,364 45,540

Total assets 20/58 1,610,094 1,530,565

12. Consolidated annual accounts of the Colruyt Group

12.1 Balance sheet after appropriation of profits In € thousand

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41

In € thousand

Liabilities Codes

On 31.03.05 On 31.03.04

Capital and reserves 10/15 663,308 520,761

I. Capital 10 148,815 138,873A. Issued capital 100 148,815 138,873

II. Share premium account 11 50 50III. Revaluation surpluses 12 8,832 9,094IV. Consolidated reserves 9910 500,875 367,685V. Goodwill 9911 314 310VI. Conversion differences (+) (-) 9912 290 290VII. Investment grants 15 4,132 4,459

Minority interests 4,791 25,896

VIII. Minority interests 9913 4,791 25,896

Provisions, deferred taxes and potential tax liabilities 16 50,217 49,303

IX. A. Provisions for liabilities and charges 160/5 43,923 42,4551. Pensions and similar obligations 160 10,747 11,5542. Taxes 161 980 1,2833. Major repairs and maintenance 162 4,694 4,1204. Other liabilities and charges 163/5 27,502 25,498

B. Deferred taxes and potential tax liabilities 168 6,294 6,848

Accounts payable 17/49 891,778 934,605

X. Accounts payable after one year 17 10,131 22,105A. Financial creditors 170/4 10,120 22,105

3. Leases and other similar obligations 172 5,071 3,2264. Credit institutions 173 4,769 18,8685. Other loans 174 280 11

D. Other accounts payable 178/9 11 0

XI. Accounts payable within the year 42/48 872,447 908,697A. Current portion of accounts payable after one year 42 3,647 3,659B. Financial payables 43 74

1. Credit institutions 430/8 74C. Trade creditors 44 498,812 498,072

1. Suppliers 440/4 485,003 498,0722. Bills of exchange payable 441 13,809

D. Payments received on account 46 13,047 24,834E. Taxes, remuneration and social security 45 227,561 204,213

1. Taxes 450/3 79,941 54,9872. Remuneration and social security 454/9 147,620 149,226

F. Other accounts payable 47/48 129,380 177,845

XI. Accrued charges and deferred income 492/3 9,200 3,803

Total liabilities 10/49 1,610,094 1,530,565

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42

Codes From 01.04.04 From 01.04.03to 31.03.05 to 31.03.04

I. Operating income 70/74 4,702,107 4,076,438A. Turnover 70 4,438,237 3,855,145

B. Change in the stocks of finished goods,

work and contracts in progress

(increase +, decrease -) 71 - 559 970

C. Own production capitalised 72 37,533 35,079

D. Other operating income 74 226,896 185,244

II. Operating charges 60/64 4,395,810 3,763,294A. Raw materials, consumables and goods for resale 60 3,539,947 3,027,271

1. Purchases 600/8 3,547,022 3,082,323

2. Change in stocks (increase -, decrease +) 609 - 7,075 - 55,052

B. Services and other goods 61 213,946 182,522

C. Wages, social security charges and pensions 62 536,109 498,608

D. Depreciation and other amounts written off formation

expenses, intangible and tangible fixed assets 630 82,797 70,622

E. Change in amounts written off stocks,

contracts in progress and trade debtors

(increase +, decrease -) 631/4 2,474 6,129

F. Provisions for liabilities and charges

(increase +, expenses and decreases -) 635/7 2,574 - 35,743

G. Other operating charges 640/8 17,963 13,885

III. Operating profit 70/64 306,297 313,144

IV. Financial income 75 22,877 20,764A. Income from financial fixed assets 750 730 1,455

B. Income from current assets 751 9,596 9,064

C. Other financial income 752/9 12,551 10,245

V. Financial charges 65 16,019 15,602A. Interest and other debt charges 650 3,076 3,155

B. Depreciation on goodwill 9961 9,855 9,325

C. Amounts written off current assets 651 60 - 49

D. Other financial charges 652/9 3,028 3,171

12.2 Profit and loss account In € thousand

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43

Codes From 01.04.04 From 01.04.03to 31.03.05 to 31.03.04

VI. Profit from ordinary operations before taxation 70/65 313,155 318,306

VII. Extraordinary income 76 23,657 82,132

A. Write-back of write-downs on intangible

and tangible fixed assets 760 54 25

C. Adjustments to amounts written off financial fixed assets 761 7 3

D. Adjustments to provisions for extraordinary liabilities

and charges 762 479 131

E. Gains on the disposal of fixed assets 763 21,020 81,766

F. Other extraordinary income 764/9 2,097 207

VIII. Extraordinary charges 66 2,545 2,633

A. Extraordinary depreciation of and extraordinary amounts

written off formation expenses, intangible

and tangible fixed assets 660 23

D. Provisions for extraordinary liabilities and charges 662 316

E. Losses on the disposal of fixed assets 663 2,244 1,415

F. Other extraordinary charges 664/8 278 902

IX. Profit for the financial year, before taxes 70/66 334,267 397,805

X. A. Withdrawals from deferred taxation

and potential tax liabilities 780 457 452

B. Transfer to deferred taxes

and potential tax liabilities 680 - 493 - 1,539

XI. Income taxes 67/77 - 94,790 - 97,128

A. Taxes 670/3 - 95,073 - 99,897

B. Adjustment of taxes and write-back of tax provisions 77 283 2,769

XII. Profit for the financial year 70/67 239,441 299,590

XIII. Share in the profit of companies that the equity

method is applied to 9975 307 978

Profit 307 978

XIV. Consolidated profit 9976 239,748 300,568

A. Minority interests 99761 1,792 4,370

B. Group share 99762 237,956 296,198

In € thousand

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44

Name and registered office Company No. Percentage control

- Etn. Franz Colruyt N.V. Edingensesteenweg 196, 1500 Halle BE 0400.378.485 -- Elpeco N.V. Beertsestraat 273, 1500 Halle BE 0420.147.481 100 %- Davytrans N.V. Edingensesteenweg 196, 1500 Halle BE 0413.920.972 100 %- Vlevico N.V. Edingensesteenweg 196, 1500 Halle BE 0422.846.259 100 %- Onveco N.V. Edingensesteenweg 196, 1500 Halle BE 0412.751.133 100 %- Copimex N.V. Bilkensveld 2, 1500 Halle BE 0425.139.023 100 %- Koop Boni C.V.B.A. Edingensesteenweg 196, 1500 Halle BE 0400.374.725 99.31 %- Finco N.V. Edingensesteenweg 196, 1500 Halle BE 0429.127.109 100 %- Schuermans N.V. Edingensesteenweg 196, 1500 Halle BE 0400.321.275 97.92 %- Huis Verduyn B.V.B.A. Natiënlaan 191-193, 8300 Knokke-Heist BE 0405.229.871 100 % - Caféteries Namuroises Brécaf S.A. Rue St Gilles 17b, 5590 Ciney BE 0401.377.189 100 % - Walditrans N.V.. Edingensesteenweg 196, 1500 Halle BE 0443.826.468 100 %- Waldico S.A. Rue du Parc Industriel 34, 7822 Ghislenghien BE 0425.150.109 100 %- Finducom N.V. Eikestraat 8, 2800 Mechelen BE 0400.823.301 100 %- Colim N.V. Grote Baan 596, 3530 Houthalen BE 0431.480.249 100 %- Colruyt Limited St. Thomas Street 21, Bristol BS1 6JS, United Kingdom - 100 %- Colruyt Deutschland GmbH Weidenweg 9, 51427 Bergisch Gladbach, Deutschland - 100 %- Locré S.A. Route de Trèves 6B, L2633 Luxembourg 100 %- Alima S.A. Avenue des Allies 2, 4960 Malmédy BE 0407.041.989 100 %- C-Travel B.V.B.A. Edingensesteenweg 196, 1500 Halle BE 0415.772.781 100 %- Wolucelles N.V. Edingensesteenweg 196, 1500 Halle BE 0419.514.112 100 %- N.V. Supermarkt Neerpelt. Edingensesteenweg 196, 1500 Halle BE 0438.682.597 100 %- N.V. Collivery Edingensesteenweg 196, 1500 Halle BE 0463.836.875 100 %- Westmalle Foods N.V. Antwerpsesteenweg 335, 2390 Westmalle BE 0471.719.413 100 %- N.V. Supermarkt Pelgrims Stationsstraat 9, 2230 Ramsel BE 0420.045.929 100 %- Haagdoorn B.V.B.A. Edingensesteenweg 196, 1500 Halle BE 0429.425.532 100 %- Bis Fresh B.V.B.A. Edingensesteenweg 196, 1500 Halle BE 0444.682.543 100 %- N.V. Diswel Edingensesteenweg 196, 1500 Halle BE 0430.862.122 100 %- N.V. Disbo Edingensesteenweg 196, 1500 Halle BE 0430.863.211 100 %- N.V. Disroche Edingensesteenweg 196, 1500 Halle BE 0430.986.638 100 %- N.V. Etn. Battard Edingensesteenweg 196, 1500 Halle BE 0405.687.355 100 %- N.V. Battard Noord Edingensesteenweg 196, 1500 Halle BE 0455.281.970 100 %- N.V. Badico Edingensesteenweg 196, 1500 Halle BE 0457.477.932 100 %- N.V. Alvocol Edingensesteenweg 196, 1500 Halle BE 0860.671.397 59.88 %- WE Power Edingensesteenweg 196, 1500 Halle BE 0864.995.025 100 %- N.V. Prokim Edingensesteenweg 196, 1500 Halle BE 0438.046.852 100 %- B.V. Colruyt Nederland Willem Alexanderlaan 45, 4232 Terneuzen,

The Netherlands 100 %- Infoco, N.V. Edingensesteenweg 196, 1500 Halle BE 0423.051.939 98.57 %- N.V. Dolmen Industrial Projects. Vaucampslaan 28, 1654 Huizingen BE 0466.958.394 100 %- Createch Engineering N.V. Vaucampslaan 28, 1654 Huizingen BE 0466.965.918 100 %- Druco N.V. Beertsestraat 273, 1500 Halle BE 0419.465.612 100 %- Pro à Pro Distribution S.A. rue du Kefir 40-42, 94310 Orly, France FR 331.876.987 100 %- S.A.S. CODI-FRANCE Zone Industrielle, 39700 Rochefort/Nenon, France FR 319.642.252 100 %- S.C.I. Les Planchettes Zone Industrielle, 39700 Rochefort/Nenon, France FR 327.666.301 100 %- S.C.I. Atout Trefle Zone Industrielle, 39700 Rochefort/Nenon, France FR 342.851.987 100 %- Sama S.C.I. Rue des Entrepôts, Z.I., 39700 Rochefort-sur-Nenon FR 402.491.880 100 %- Des Buttes S.C.I. Rue des Entrepôts, Z.I., 39700 Rochefort-sur-Nenon FR 412.443.962 100 %- Les Fils de A. Doumenge S.A.S. Rue Voltaire 3, 8200 Montauban, France FR 845.850.155 76.32 %- S.C.I. Les Clauzures Rue Voltaire 3, 8200 Montauban, France FR 317.482.487 100 %- Blin Etablissements S.A.S. Z.A. de la Forge, 35830 Betton FR 739.201.556 100 %- Discosaul S.A.S. Rue Jules Meline 3, 88240 Saulxures S/Mo, France FR 379.218.258 100 %- Jacodi S.C.I Zone Industrielle, 39700 Rochefort/Nenon, France FR 401.657.622 100 % - Jean Didier & Cie S.A.S. Rue du Kefir Senia 36, 94310 Orly, France FR 785.742.313 100 %- Harrydis S.A.S. Rue André Petit 18, 45120 Chalette S/L, France FR 341.434.108 100 %- Aubépine S.A.R.L. Rue André Petit 18, 45120 Chalette S/L, France FR 408.163.202 100 %- Galland S.A.S. Route d'Embrun, 5000 La Rochette, France FR 387.050.099 76.32 %- Disval S.A. Avenue d'Orleans 36, 45110 Chateauneuf SL, France FR 085.580.330 97.32 %- Silor S.A. Rue de L'Orme Gâteau 440, 45400 Semoy, France FR 086.680.154 100 %- Super 10 S.A.R.L. Avenue d'Orleans 36, 45110 Chateauneuf SL, France FR 392.222.543 100 %- Ormeraie S.A.S. Rue l'Orme Gâteau 440, 45400 Semoy, France FR 379.482.474 100 %- Mavedro N.V. Edingensesteenweg 196, 1500 Halle BE 0448.746.645 100 %- Nima N.V. Wichelsesteenweg 194, 9340 Lede BE 0421.335.633 100 %- Hedro N.V. Edingensesteenweg 196, 1500 Halle BE 0423.776.964 100 %- Rodro N.V. Edingensesteenweg 196, 1500 Halle BE 0462.732.956 100 %- Hedream S.A. Rue des Naiveux 14, 4040 Herstal BE 0470.110.203 100 %- DreamBaby N.V. Ferdinand Uylenbroeckstraat 51,

1600 Sint-Pieters-Leeuw BE 0472.630.817 100 %- DreamLand N.V. Geneinde 30, 2260 Westerlo BE 0404.020.638 100 %- N.V. Dream Edingensesteenweg 196, 1500 Halle BE 0459.426.741 100 %- OKay N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0461.239.552 100 %- Okop N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0464.994.145 100 %- Okri N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0471.724.658 100 %- Oklo N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0471.724.559 100 %- Oksi N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0472.630.619 100 %- Okso N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0472.631.807 100 %- Okdu N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0472.630.718 100 %- Okaf N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0473.742.951 100 %- Okho N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0473.745.228 100 %- Bio-Planet N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0472.405.143 100 %- Bio Galaxy N.V. Victor Demesmaekerstraat 167, 1500 Halle BE 0425.760.318 100 %

12.3 Notes

I.a Fully consolidated companies

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45

- Spar Retail N.V. Industrielaan 23, 1740 Ternat BE 0413.970.957 100 %- Unipol 2 N.V. Wouwerstraat 4, 2220 Heist-op-den-Berg BE 0463.325.844 100 %- Disleuven B.V.B.A. Industrielaan 23, 1740 Ternat BE 0453.013.457 100 %- Florma N.V. Industrielaan 23, 1740 Ternat BE 0426.770.405 100 %- Claes B.V.B.A. Industrielaan 23, 1740 Ternat BE 0442.944.956 100 %- Vlaspar N.V. Industrielaan 23, 1740 Ternat BE 0860.857.776 100 %- Bruspar N.V. Industrielaan 23, 1740 Ternat BE 0860.858.766 100 %- Walspar N.V. Industrielaan 23, 1740 Ternat BE 0860.908.355 100 %

I.b Companies consolidated by the proportional consolidation method- Colindo N.V. Edingensesteenweg 196, 1500 Halle BE 0460.914.405 50 %

I.c Companies consolidated by the equity method- Sofindev S.A. Rue des Colonies 11, 1000 Brussels BE 0443.974.542 20.60 %- Sofindev II S.A. Rue des Colonies 11, 1000 Brussels BE 0477.221.588 22.31 %

I.d Companies not included in the consolidation - Roret S.A. Rue Docteur Stein 7, 21000 Dijon, France FR 016.650.673 100 %

V. Consolidation criteria and changes in the scope of consolidation

Consolidation principles

The consolidated annual accounts aredrawn up in accordance with the RoyalDecree of January 30th 2001 in execution ofthe Companies Act.

With the exception of the companiesmentioned below, the consolidation processis based on the balance sheets afterappropriation of the profits and on the profitand loss accounts closed on March 31st

2005. The full consolidation method hasbeen used, after making the necessaryeliminations.

For DreamLand, Pro à Pro Distribution, andOKay, and for S.A. Locré, B.V. ColruytNederland, S.C.I . Les Clauzures, N.V.Colindo, S.A. Sofindev, S.A. Sofindev II,, theannual accounts closed on 31/12/2004were used as a basis for the 2004/05consolidated annual accounts of the ColruytGroup.

The consolidation base was extended toinclude N.V. Alvocol, N.V. WE-Power, N.V.Vlaspar, N.V. Bruspar, N.V. Walspar, N.V.Florma, B.V.B.A. Claes, and Silor S.A., DisvalS.A., Super 10 S.A.R.L. and Ormeraie S.A.S.in France.

The companies of the Dolmen Group andSRL Benvenuto have been taken out of theconsolidation base, although the results ofthe Dolmen Group were included in theconsolidation for the first six months.

General

When consolidating the Colruyt Group, alldebts and amounts due between the groupmembers were eliminated. The profits andlosses on the transactions between groupmembers included in the consolidationwere also eliminated, as were the profitsderived from transactions between thesecompanies and included in the book valueof the assets. The consolidated annualaccounts were drawn up on the same dateas the annual accounts included in theconsolidation.

Consolidation through globalintegration

The companies in which the group has adirect or indirect interest of at least 50 %,together with affiliates in which the groupholds less than 50 % of the shares, but inwhich the parent company has a decisiveinfluence over management, are fullyconsolidated in the group's consolidatedannual accounts.

This means that the full assets, liabilities,and results of the group are presented. Adistinction is made here between themajority interests and minority interests,albeit only in the capital and reserves.

All intergroup transactions and profit havebeen 100 % eliminated.

Consolidation by the equity method

Companies in which the Colruyt groupholds between 20 % and 50 % of theshares are accounted for in theconsolidated annual accounts by the equitymethod.The value of the shareholding in theconsolidated balance sheet is adjusted totake account of changes in the group'sparticipation in the equity of the companyconcerned from one year to the next.The profit and loss account includes theshare in the results accruing to the group.

Proportional consolidation

Proportional consolidation is applied to theColindo company over which joint control isexercised by 2 shareholders who each hold50 % of the shares.

Half of all assets and liabilit ies of thesubsidiary concerned were included in theconsolidated accounts of the Colruyt Group,in replacement of the inventory value of theholding.

The profit of the Colindo company in theconsolidated profit and loss account of theColruyt Group was incorporated inproportion to the holding.

Other companies

Companies in which the group does nothave a majority stake, and in which theparent company Etn. Fr. Colruyt N.V. doesnot have a signif icant inf luence onmanagement, are not consolidated. Theseparticipations are included separately in thebalance sheet at their acquisition value,under the heading V.B. of financial fixedassets.

VI. Accounting principles of the Colruyt group

The consolidating company has applied thesame valuation rules for the consolidationas for its annual accounts.

A. General principles

The annual accounts were drawn up inaccordance with Belgian accounting law.

In general , in drawing up the annualaccounts, the following principles must berespected.

a. 'Continuity of going-concern'

It is assumed that the company is acting incontinuity.

b. Consistency

The foundations and principles underlyingthe annual accounts are appl iedconsistently.

c. Booking of profits and losses during aperiod: the 'matching principle'

Profits and losses booked during a certainperiod appear in the accounts for the periodto which they relate. The criterion is not theperiod during which the income orexpenditure was received or disbursed, butthe assignment of the profit or loss to aparticular item, taking into account thespecific situation of the company and thegeneral economic tendencies.

In addit ion to the above principles,management is mainly guided by thefol lowing three considerat ions whenchoosing and applying the guidelines for

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drawing up the accounts:

a. Prudence

The unavoidable uncertainties associatedwith the company's transactions demandthat the accounts be drawn up in a prudentmanner.

b. Material significance is more importantthan formal correctness

Material significance and financial reality,and not just legal form, are what determinethe way in which transactions and otherevents are reflected in the annual accounts.This principle, which is laid down in art. 24and 25, § 1 of the Royal Decree of January30th 2001 in execution of the CompaniesAct, is the most important condition forgiving a true picture of the resources,f inancial s i tuat ion and results of thecompany. In the event of conflict with otheraccounting principles, this principle takesabsolute priority.

c. Relative significance

In the annual accounts, an attempt is madeto list all the data of crucial importance forforming an assessment of the assets, thefinancial position and the results of thecompany.

B. Specific accounting policies (summary)

Assets

Formation costs

All formation expenses are booked to theassets in accordance with art. 58 van theRoyal Decree of January 30th 2001 inexecution of the Companies Act. They aredepreciated by the straight-line method overa period of f ive years. The Board ofDirectors can decide in any particular year toapply accelerated depreciation.

Intangible fixed assets

The intangible fixed assets include:

a. Research and development costs

b. Concessions, patents, licences, know-how, brands, etc.

c. Goodwill and contribution values

d. Software booked as assets

As a general rule, the intangible fixed assetsare written off linearly over five years.

Tangible fixed assets

The tangible fixed assets are included in theBalance Sheet at the acquisi t ion orproduction price, decreased by thecumulative depreciation.

Depreciation is carried out on the basis ofthe depreciation plan laid down by theBoard of Directors, individualised for thetype of investment.

Roughly speaking, the following amortisationterms apply:

- buildings/warehouses maximum 45 years

- plant, machines, equipment maximum 5 years

- furniture/vehicles maximum 5 and 10 years

Depreciation is by the declining balancemethod.

Fixed assets held on long lease, hirepurchase or similar terms are valued inaccordance with art. 62 of the Royal Decreeof January 30th 2001 in execution of theCompanies Act.

The depreciation is calculated on the basisof the depreciation periods applicable to thecompany's own investments in fixed assetsof the same type.

Financial fixed assets

Participating interests, shares and fixed-income securities are valued at acquisitionprice or the contribution value. Account hasalso been taken of amounts written off forlong term losses of value, justified by thecondition, profitability or prospects of thecompany in which shares are held.Addit ional acquisi t ion costs are notcapitalised.

Debtors and payables

The debtors and payables are included atnominal value.

Debtors and payables in foreign currencyare included at the daily rate on the date onwhich they originate.

Exchange rate results (the differencebetween the daily exchange rate at the timeof origin and at the time of payment) areincluded in the profit and loss account.

Large discrepancies between the rate ofexchange on the date on which an itemoriginates and the rate on the date of thebalance sheet are adjusted as follows:losses are entered in the balance sheet andprofits are entered in an interim account.

Reductions in the value of receivables arebooked if their disposal value on the date ofthe balance is lower than their nominalvalue.

Inventories

Stocks of goods for resale in the fooddistr ibution sector are valued at theiracquisition price or at the market price,whichever is lower, by calculating theindividual price of each item.

Goods for resale at sales outlets are valuedat purchase price plus an amount forhandling costs.

The other, more limited and exceptionalstocks are valued at acquisi t ion orproduction price.

Products in preparat ion and work inprogress are valued at cost of manufacture,with account taken of the stage ofprocessing. The cost of manufacture isvalued by the total cost method.

Liabilities

Provisions and deferred taxation

Provisions for losses and costs are made inproportion to the losses and liabilitiesactually expected. Provisions are set asidefor pensions, major maintenance work,current litigation and miscellaneous risksand costs, among other things.

The deferred taxation is calculated on thecapital subsidies received and all the excessvalue on tangible fixed assets.

C. Accounting policies specific to the consolidated accounts

In the consolidated profits, the inter-groupprofits on the sale of tangible fixed assetsare eliminated insofar as they have noinfluence on the group result.

Goodwill (assets)

This item includes the positive differencebetween the purchasing price of a holdingand the net book value of the net assetsreceived upon purchase.

The positive goodwill is written off over 5 years.

Translation of the accounts of foreigncompanies

The annual accounts of subsidiaries and ofassociated companies by foreign law andoutside the Euro zone are incorporated inthe consolidated annual accounts at the rateof exchange on the balance sheet date. Inview of the insignificant effect on the figuresof the consolidated annual accounts, thisrule is applied to the balance sheets andthe profit and loss accounts of thesesubsidiaries. The differences which thusarise are attributed to the liabilities item,"Conversion differences".

46

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47

VII. Statement of formation expenses In € thousand

CodesNet book value at the end of the previous financial year 8001 0

Movements during the financial year:- New costs arising during the year 8002 6,109.09- Depreciation (-) 8003 -6,109.09- Other 8004

Net book value at the end of the financial year 8005 0Including:- Formation expenses and costs of share issues, costs of issuing loans, discount and other incorporation costs 200/2 0

IX. Statement of tangible fixed assets In € thousand

Codes Land Plant, Furniture Leasing Other Assets underand machinery and and vehicles and other tangible construction

buildings equipment similar rights fixed assets and advancepayments

A. Acquisition value

At the end of the previousfinancial year 815 645,496.76 221,363.70 231,760.77 15,909.21 63,964.33 14,299.94

- Changes in the scope of consolidation -15,412.40 -126.11 -17,962.98 3,518.45 -3,939.36 13.86- Acquisitions 816 38,958.17 21,503.16 32,414.97 16,795.58 36,340.17 1,532.00- Transfers and disposables 817 -9,655.40 -16,076.13 -6,988.70 -3,989.25 -18,219.39 -8,860.99- Transfers from one category

to another 818 22,772.41 -1,982.49 4,121.44 -7,721.44 -18,932.98 0.00- Share in the result for

the financial year 0.00 0.00

- Other changes 9986 0.00 0.00 0.00 0.00 0.00 0.00

At the end of the financial year 819 682,159.54 224,682.13 243,345.50 24,512.55 59,212.77 6,984.81

B. Revaluation surpluses

At the end of the previous financial year 820 16,682.89 0.00 0.00 0.00 0.00 0.00

- Change in the scope of consolidation 0.00 0.00 0.00 0.00 0.00 0.00- Recorded 0.00 0.00 0.00 0.00 0.00 0.00- Acquired from third parties 822 0.00 0.00 0.00 0.00 0.00 0.00- Written off 823 -414.25 0.00 0.00 0.00 0.00 0.00- Transfers from one heading

to another -241.57 0.00 0.00 0.00 0.00 0.00- Other changes 0.00 0.00 0.00 0.00 0.00 0.00

At the end of the financial year 825 16,027.07 0.00 0.00 0.00 0.00 0.00

C. Depreciation and write-downs

At end of previous financial year 826 285,423.10 182,252.02 189,827.17 8,190.91 38,820.03 0.00

- Changes in the scope of consolidation -5,451.08 -448.19 -13,762.14 2,117.16 - 2,377.89 0.00

- Recorded 827 16,639.52 15,708.94 20,490.89 12,355.77 6,038.20 0.00- Written back as surplus to requirements 0.00 0.00 0.00 0.00 0.00 0.00- Acquired from third parties 829 0.00 0.00 0.00 0.00 0.00 0.00- Written off after transfer and

stoppage 830 -6,463.00 -14,689.88 -6,126.93 -3,707.09 -910.82 0.00- Transferred from one category

to another 831 7,871.33 -1,626.27 2,291.07 -5,410.01 -4,755.53 0.00- Other changes 0.00 0.00 0.00 0.00 0.00 0.00

At the end of the financial year 832 298,019.87 181,196.62 192,720.06 13,546.74 36,813.99 0.00

D. Net book value at end offinancial year (A) + (B) - (C) 833 400,166.74 43,485.51 50,625.44 10,965.81 22,398.78 6,984.81of which land and buildings 10,914.87

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48

VIII. Statement of intangible fixed assets In € thousand

Codes Cost of research Concessions, Goodwilland development patents, licences

A. Acquisition value

At the end of the previous financial year 801 2,231.02 10,235.63 13,673.92

- Changes in the scope of consolidation: - 253.02 - 417.47 2,443.00- Acquisitions 802 8.00 1,265.89 995.90- Transfers and retirals 803 - 207.37 - 204.07 - 1,855.25- Transfers from one heading to another 804 0.00 1,984.63 0.00- Other changes 9882 0.00 0.00 0.00

,At the end of the financial year 805 1,778.63 12,864.61 15,257.57

C. Depreciation and write-downs

At the end of the previous financial year 806 2,231.02 7,449.61 7,268.48

- Change in the scope of consolidation - 254.02 - 290.30 - 553.85- Recorded 807 3.00 1,264.49 2,558.16- Written back as surplus to requirements 0.00 0.00 0.00- Acquired from third parties 0.00 0.00 0.00- Written off after transfer and stoppage 810 - 207.37 - 109.07 - 368.44- Transferred from one category to another 811 0.00 1,629.41 0.00- Other changes 0.00 0.00 0.00

At the end of the financial year 812 1,772.63 9,944.14 8,904.35

D. Net book value at the end of the financial year 813 6.00 2,920.47 6,353.22

X. Statement of financial fixed assets In € thousand

Codes Companies Other consolidated by companiesequity method

1. Participations

A. Acquisition valueAt the end of the previous financial year 835 8,412.13 2,832.10- Changes in the scope of consolidation - 156.84 18.37- Acquisitions 836 0.00 698.14- Transfers and retirals 837 0.00 - 11.69At the end of the financial year 839 8,255.29 3,536.92

C. Depreciation and write-downsAt the end of the previous financial year 0.00 7.79Acquired from third parties 0.00 8.00At the end of the financial year 0.00 15.79

E. Changes in the capital and reserves of companies consolidated by the equity method.- Dividends paid out - 468.51- Share in the result for the financial year - 307.77 0.00Net book value at the end of the financial year 856 8,094.55 3,521.13

2. Accounts receivable Net book value at the end of the previous financial year 857 5,436.42Movements during the financial year:- Change in the scope of consolidation - 6.59- Additions 858 - 1,848.09- Repayments (-) 859 850.51- Write-back of amounts written off 861 430.00- Translation differences 9995Net book value at the end of the financial year 864 4,862.25

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49

XII. Statement of goodwill in € thousand

Positive goodwill- Net book value at the end of the previous financial year 22,583- Changes during the financial yearresulting from a change in the participating interest and new acquisitions 14,748as a result of depreciation - 9,855

- Net book value at the end of the financial year 27,476

Negative goodwill- Net book value at the end of the previous financial year 310- Changes during the financial year + 4- Net book value at the end of the financial year 314

XI. Statement of consolidated reserves in million €

Consolidated reserves at the end of the previous financial year 367.68

Changes during the financial year- Group's share of consolidated result 237.96- Other changes in reserves (*) - 104.76

Consolidated reserves at the end of the financial year 500.88

(*) Notes on other movements:- Profits paid out - 101.69- Miscellaneous - 3.07

XIII. Statement of creditors in € thousand

A. Breakdown of debts with original duration of more than one year, according to period remaining

Payables (or parts of the payables)with remaining period of

Codes one year more than more than or less one year, less five years

than five years

A. Financial debts 880 3,647.09 8,232.52 1,887.69

1. Subordinated loans 881 31.14 0.00 0.002. Unsubordinated

debentures 882 18.00 0.00 0.003. Leases and other

similar obligations 883 1,995.34 4,463.32 607.504. Credit institutions 884 1,392.61 3,489.20 1,280.195. Other loans 885 210.00 280.00 0.00

B. Trade creditors 886 0.00 0.00 0.00

Other payables 890 0.00 0.00 11.22

Total 891 3,647.09 8,232.52 1,898.91

B. Debts (or part of debts) secured or irrevocably promised against collateral based on the assets of companies included in the consolidation

Debts guaranteed by real sureties

Financial payables 892 6,040.764. Credit institutions 896 6,040.76Total 906 6,040.76

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50

XV. Rights and commitments not reflected in the balance sheet

A.2. Collateral offered by the consolidated companies or irrevocably pledgedagainst their own assets, as security for debts and commitments

of the companies included in the consolidation third parties

Mortgages- Book value of the assets pledged 916 70,098.75 22,464.96- Amount subscribed 917 92,644.52 41,665.56

Pledge on the business:- Amount subscribed 918 59,523.71

D. Retirement and survivors' pensions:There is a group insurance policy for executives

XVII. Financial relations with directors or managers of consolidated companies

Allocations to directors Financial year

Direct and indirect remuneration allocated to the directors of the consolidating company for their work in the consolidated companies 3.341,75

XVIII. Shares in the consolidating company held by the consolidated companies

Number % of of shares total no.

of shares

993,563 2.81 %

XX. Depreciation by the declining balance method

1. The declining balance method has been applied to acquisitions of "Tangible fixed assets" (items IV.A-B-C-D and E). Compared with the straight-line method, this results in extra write-offs of 4.69 million euros for this financial year.

XIV. Profit for current and previous financial year in € thousand

Codes Financial year Previous financial year

A. Net turnoverA.1. Breakdown by category of activity

Colruyt Distribution 3,304,881 2,983,061Dolmen Computer Applications 70,438 139,585Druco 13,142 12,447DreamLand 110,062 97,225OKay 91,976 56,541Pro à Pro Distribution 367,550 311,863Infoco/Createch/Dolmen IP 9,404 7,012Spar 470,785 247,412

A.2. The Group's global turnover in Belgium 4,070,687 3,543,283

B. Average staffing level, in units, and staff costsB.1. Average no. of personnel employed 9090 15,671 13,793.5

Blue collar 9091 3,610 3,044.5White collar 9092 11,793 10,543.0 Management 9093 268 206.0Total 13,793.5

B.2. Personnel costsPayroll and social security 620 533,512 495,541.0Pension costs 624 2,597 3,067

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51

13. Report of the Statutory Auditor on the consolidatedannual accounts of the Colruyt Group, closed on 31 March 2005.

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52

14. Main differences BGAAP-IAS/IFRS

Balance sheet Colruyt Group on 31/03/2005 (not audited) in thousand €

Assets

Annual accounts Reworked/ IAS annual accounts Opening 0503 Reclassifications 0503 Balance sheet

Fixed assets 589,279 126,629 715,908 661,060

Intangible fixed assets 9,280 -6,232 3,048 3,119

Goodwill 27,476 16,801 44,277 28,933

Tangible fixed assets 534,627 100,682 635,309 596,865- Land and buildings 400,166 53,485 453,651 421,463- Plant, machinery and equipment 43,486 17,469 60,955 57,001- Furniture, vehicles 50,625 19,415 70,040 64,121- Leasing and other similar rights 10,966 6,124 17,090 10,992- Other tangible fixed assets 22,399 4,189 26,588 28,575- Assets under construction 6,985 0 6,985 14,713

Financial fixed assets 16,478 -4,942 11,536 11,236- Shareholdings under VMM 8,095 0 8,095 8,412- Other financial fixed assets 8,383 -4,942 3,441 2,824

Accounts receivable after one year 1,418 20,320 21,738 20,907- Trade debtors and other debtors 1,418 3,337 4,755 3,447- Latent tax assets 0 16,983 16,983 17,461

Current assets 1,020,815 -95,348 925,467 915,194

Stocks 359,236 -15,011 344,225 341,613- Stocks 353,359 -9,134 344,225 341,613- Contracts in progress 5,877 -5,877 0 0

Trade debtors due within the year 140,491 48,239 188,730 218,079- Trade debtors 109,288 40,888 150,176 137,958- Other debtors 31,203 -1,179 30,024 34,581- Advance payments and transferred costs 0 8,530 8,530 45,540

Investments 384,053 -80,212 303,841 263,358

Cash at bank and in hand 88,671 0 88,671 92,145

Deferred charges and accrued income 48,364 -48,364 0 0

Total assets 1,610,094 31,281 1,641,375 1,576,254

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53

Liabilities In € thousand

Annual accounts Reworked/ IAS annual accounts Opening 0503 Reclassifications 0503 Balance sheet

Total capital and reserves 668,099 95,036 763,135 709,164

Group capital and reserves 663,308 94,913 758,221 681,333- Issued capital 148,815 0 148,815 138,873- Share premium account 50 0 50 50- Revaluation surpluses 8,832 -8,832 0 0- Reserves 500,875 108,483 609,358 542,410- Negative goodwill 314 -314 0 0- Conversion differences 290 -292 -2 0- Investment grants 4,132 -4,132 0 0

Minority interests 4,791 123 4,914 27,831

Long term accounts payable 60,348 26,576 86,924 85,523

Provisions and latent taxes 50,217 21,050 71,267 63,419

Provisions for liabilities and charges 43,923 -8,568 35,355 24,723

Pensions and similar obligations 10,747 13,373 24,120 12,008Taxes 980 0 980 1,283Major repairs and maintenance 4,694 -4,694 0 0Other liabilities and charges 27,502 -17,247 10,255 11,432

Deferred taxes 6,294 29,618 35,912 38,696Deferred taxes annual accounts 6,294 -2,127 4,167 4,931Latent tax liabilities IAS 0 31,745 31,745 33,765

Accounts payable after one year 10,131 5,526 15,657 22,105Financial accounts payable 10,120 5,526 15,646 22,105Leasing debts 5,071 5,526 10,597 3,226Debts with credit institutions 4,769 0 4,769 18,868Other loans 280 0 280 11Other accounts payable 11 0 11 0

Short term accounts payable 881,647 -90,331 791,316 781,567

Accounts payable within the year 872,447 -81,131 791,316 781,567Current portion of accounts payable after one year 3,647 330 3,977 3,659Financial accounts payable within the year 0 0 0 74Trade creditors due within the year 498,812 9,660 508,472 502,337Advance payments received on orders <1 year 13,047 -4,834 8,213 15,015Taxes, remuneration and social security 227,561 11,541 239,102 215,825

Taxes & VAT 79,941 0 79,941 54,987Remuneration to be paid & social security charges 147,620 11,541 159,161 160,838

Other accounts payable within the year 129,380 -97,828 31,552 44,657

Reclassified accrued charges and deferred income 9,200 -9,200 0 0

Total liabilities 1,610,094 31,281 1,641,375 1,576,254

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54

Profit and loss account In € thousand

Annual IAS-reclassifications / IAS Annual IAS AnnualAccounts reworkings Accounts Accounts0503 0503 0403

Operating income 4,702,107 -200,616 4,501,491 4,047,529- Turnover 4,438,237 -456 4,437,781 3,862,085- Change in stocks -559 559 0 75- Fixed assets – own construction 37,533 -37,533 0 0- Other operating income 226,896 -163,186 63,710 185,369

Operating charges 4,395,810 -200,622 4,195,188 3,757,275- Goods purchased for resale 3,539,947 -145,702 3,394,245 3,013,841

- Purchases 3,547,022 -145,693 3,401,329 3,068,932- Change in stocks -7,075 -9 -7,084 -55,090

- Services and other goods 213,946 -44,497 169,449 183,345- Remuneration, social security costs and pensions 536,109 -10,240 525,869 502,864- Depreciation and write-downs 82,797 -10,619 72,178 67,698- Amounts written off stocks and trade debtors 2,474 0 2,474 6,129- Provisions for liabilities and charges 2,574 9,141 11,715 -40,329- Other operating charges 17,963 1,295 19,258 14,401- Depreciation of goodwill 0 0 0 9,325

Operating profit (loss) 306,297 6 306,303 290,254

Financial income 22,877 -117 22,760 20,958

Financial charges 16,019 -11,781 4,238 4,303

Profit (loss) from ordinary operations 313,155 11,670 324,825 306,909

Extraordinary income 23,657 -23,657 0 0

Extraordinary charges 2,545 -2,545 0 0

Profit (loss) of the financial year before taxes 334,267 -9,442 324,825 306,909

Deferred taxes -36 670 634 -4,505

Tax on profit -94,790 0 -94,790 -97,127

Profit (loss) of the financial year 239,441 -8,772 230,669 205,277

Share of profit equity method 307 307 978

Consolidated profit (loss) 239,748 -8,772 230,976 206,256

- Minority interests 1,792 -115 1,677 3,851- Group share 237,956 -8,657 229,299 202,405

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55

This is a reconciliation of the official balancesheet and profit and loss account (underBelgian GAAP), thus including one-off andextraordinary items, drawn up on the basisof the current IAS/IFRS rules andperspectives.

A1: Intangible fixed assets:

This is the balance of a reclassification ofthe businesses as goodwil l (- € 6.35mil l ion) and lower depreciat ion onconcessions (+ € 0.12 million).

A2: Goodwill:

The increase of € 16.8 million primarilyconsists of a reclassification of intangiblefixed assets (see above) and the fact thatthe goodwil l and businesses are notdepreciated in IAS/IFRS (€ 11.67 million).

A3: Tangible fixed assets:

The difference between Belgian GAAP-IAS/IFRS is explained by a reclassification ofinvestment grants (€ - 3.5 million), lessdepreciat ion (€ 95.3 mil l ion) andinvestments under IAS/IFRS that areconsidered to be costs under Belgian GAAP(€ 8.8 million) - e.g. registration duties andleases.

A4: Financial fixed assets:

The difference concerns reclassifications ofguarantees provided to other trade debtors(€ 1.5 million) and accounts receivablefrom "other financial fixed assets" to "tradedebtors and other accounts receivable" afterone year (for € 3.3 million).

A5: Latent taxes:

The latent tax assets relate to recoverablelosses, mainly in Battard (€ 2.1 million),Spar Retail (€ 10.6 million) and Pro à Pro(€ 2,7 million).

A6: Stocks:

€ 5.9 million of "contracts in progress" wastransferred to trade debtors (€ 1 million)and to accounts payable within the year(4.9 million).

The stocks on the opening balance sheet of31/03/04 were reduced by € 9.2 million(taking the latent taxes of € + 2.9 millioninto account, the net effect on the capitaland reserves was € - 6.2 million).

The change in stocks is the result of the factthat part of the advertising participation fromsuppliers, adjusted to the cost price underIFRS, is classif ied as "other operatingincome" under Belgian GAAP.

A7: Trade debtors due within the year:

The trade debtors due within the yearmainly increased as a result of areclassification of the deferred charges andaccrued income (€ 48.4 mill ion), thecontracts in progress (see point A6, € 1million), a reclassification of the guarantees(point A4: € 1.5 million) and the write-offof investment grants not yet received (€ - 2.6 million).

A8: Investments:

On the one hand investments fell by € 81million due to the reclassification of ownshares as capital and reserves, and anadjustment of the value (market value) ofother shares and bonds (€ + 0.8 million).

P1: Capital and reserves:

The adjustment of the capital and reservesby € 95 million can be explained as follows:

• opening balance sheet (see also point A6):€ 86.5 million

• reclassification of own shares: € - 80.7 million

• reworking of profit: € - 8.4 million

Primarily- depreciation: € + 7 million- provisions: € - 9 million- profit share: € - 16 million- depreciation of goodwill:€ + 12 million- other: € - 2 million

• reversal of dividend payments:€ + 101.7 million

• reclassification investment grants: € - 4.1 million

€ 95.0 million

P2: Provisions: € 21.05 million

The reworking relates to:

• pensions: € + 13.4 million• major maintenance: € - 4.7 million• equalisation provision captive:

€ - 17.2 million• deferred taxes annual accounts:

(reclassification) € - 2.1 million• latent tax liabilities: € + 31.7 million(mainly as a result of depreciat iondifferences with Colruyt for € 17.6 millionand the counter entry of the equalisationprovision of the captive of € 5.3 million).

P3: Long term debts:

The accounts payable after one yearincreased by € 5.5 million as a result of anumber of hire contracts (mainly in the SparGroup) that were booked as leases (seealso A3).

P4: Short term debts:

The difference of € - 90.3 million in theshort term debts is mainly explained by thereversal of the profit appropriation: € - 86.3million (the profit share: € 11.5 millionremains a short term debt) and the transferof contracts in progress for € - 4.8 million(see also A6).

R1: Operating income and operating costs:

The operating income was reduced by the"fixed assets produced" (€ 37.5 million)that was deducted from the costs orpurchases concerned.

Also in the "other operating income", theadvertising participation received fromsuppliers was written off from the costs andthe "purchases" relat ing to them.Extraordinary income was also put into thissection.

In general, the costs were reduced by theamounts of the operations given above.

The profit share (€ 15.6 million), whichforms part of the profit appropriation in thecompany annual accounts, is booked underIAS/IFRS as a personnel cost.

The provisions increased by € 9.1 million,mainly due to an additional provision for theexpected extensions to the collective labouragreement relating to early retirement. Thedepreciation fell by € 10.6 million forexample due to the linear depreciationunder IAS/IFRS, while the declining balancemethod is used in the company annualaccounts.

The main reclassifications - except for thereasons cited above - mainly relate totransfers from extraordinary costs andincome to the operating income and costs.

R2: Financial charges:

Save for a number of smaller revaluations offinancial assets and entering hire contractsas leases, the main difference relates to thefact that the goodwill (€ 9.8 million) is notdepreciated, whi le € 2.3 mil l ion wastransferred from bank charges to "servicesand other goods".

R3: Extraordinary income and extraordinary costs:

As mentioned above, they were transferredto "other operating income" or to "operatingcosts".

R4: Corporation tax:

This mainly relates to the latent itemsbooked to temporary differences and taxlosses under IAS/IFRS.

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The annual accounts of Etn. Fr. Colruyt N.V. are shown below in summary form.The annual report and annual accounts of Etn. Fr. Colruyt N.V., and the statutory auditor's report, are lodged with the National Bank of Belgium inaccordance with art. 98 and art. 100 of the Companies Act. A copy of these documents may be obtained from there on request.

Copies of the annual report may also be obtained at the company's registered office, upon request:Etn. Fr. Colruyt N.V. - Edingensesteenweg 196, 1500 Halle - Tel. 02 360 10 40 - Fax 02 360 02 07Internet: www.colruyt.be - E-mail : [email protected] The auditor issued a statement of approval without recourse.

15. Summary company accounts of Etn. Fr. Colruyt N.V.

15.1 Abridged balance sheet of Etn. Fr. Colruyt N.V. as at March 31st 2005 in € thousand

ASSETS on 31.03.05 on 31.03.04

Fixed assets 877,148 908,842

I. Formation expenses - -II. Intangible fixed assets 2,704 2,809III. Tangible fixed assets 276,396 266,583IV. Financial fixed assets 598,048 639,450

Current assets 421,306 393,031

V. Debtors due after more than one year 1,015 1,035VI. Stocks and contracts in progress 238,914 241,889VII. Debtors due within one year 37,758 42,025VIII. Investments 61,595 31,004IX. Cash at bank and in hand 41,137 39,482X. Deferred charges and accrued income 40,887 37,596

Total assets 1,298,454 1,301,873

LIABILITIES

Capital and reserves 324,303 273,867

I. Capital 148,815 138,873II. Share premium account 50 50III. Revaluation surpluses 8,832 9,094IV. Reserves 136,081 102,195V. Profit carried forward 30,400 23,496VI. Investment grants 125 159

Provisions and deferred taxation 15,982 13,522

Accounts payable 958,169 1,014,484

VIII. Creditors due after more than one year 248,698 258,665IX. Creditors due within one year 694,739 748,601 X. Deferred charges and accrued income 14,732 7,218

Total liabilities 1,298,454 1,301,873

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15.2 Summary company accounts of profit and loss account Etn. Fr. Colruyt N.V.in € thousand

from 01.04.04 from 01.04.03to 31.03.05 to 31.03.04

I. Operating income 3,583,626 3,173,401

II. Operating charges 3,343,049 2,934,526

III. Operating profit 240,577 238,875

IV. Financial income 10,305 180,179

V. Financial charges - 25,443 - 24,714

VI. Profit from ordinary operations before taxation 225,439 394,340

VII. Extraordinary income 514 737

VIII. Extraordinary charges - 3,049 - 89

IX. Profit for the financial year, before taxes 222,904 394,988

X. Income taxes - 76,442 - 75,379

XI. Profit for the financial year 146,462 319,609

XII. Drawings on the untaxed reserves 38 33

XII. Transfers to the untaxed reserves - 324 - 338

XIII. Profit for the financial year available for appropriation 146,176 319,304

The subscribed capital is 148,815,234.78 euros.

The accounts payable within one year fell from 748.60 million euros to 694.74 million euros. This fall is mainly due to the fall of other accounts payablefrom € 216.17 million to € 139.01 million, and the fall of trade creditors from € 386.02 million to € 371.23 million. On the other hand, there is anincrease in "taxes, remuneration and social security" from € 129.41 million to € 159.99 million.

The accounts payable within one year also contain an amount of € 100.86 million for dividends to be paid, profit bonuses, and employee profit shares.

The reserves and profit brought forward is 166.48 million euros compared with 125.69 million euros in the previous year, which is an increase of 40.79million euros.The legal reserve increased by 0.99 million euros, while the untaxed reserves rose by 0.29 million euros.

The available reserves rose by 3.06 million euros.There was an increase of € 0.27 million due to the addition of depreciation on revalued fixed assets. There was also an increase of € 2.19 million as a result of reserving the dividend on our own shares and an increase of € 5.56 million in relation toemployee profit-share. On the other hand, there was a fall of € 4.96 million as a result of the settlement of the dividend to be distributed in the form of Dolmen ComputerApplications shares. Settlement on the basis of the final valuation of the Dolmen Computer Applications share on 20/9/2004 (price list as published inthe Belgisch Staatsblad of September 20th 2004).

The unavailable reserves increased by € 29.55 million.

On the one hand, there is an increase in the unavailable reserves of € 35.11 million as a result of the increase in own shares, and a decrease of € 5.56million in relation to the distribution of the employee profit share.

The total amount of the unavailable reserve is 58.07 million euros.

The profit to be carried forward from this financial year 2004/05 is € 30.40 million, compared to € 23.50 million in the previous financial year. This is anincrease of € 6.9 million.

The profit after tax for the financial year 2004/05 amounts to 146.18 million euros, against 319.31 million euros in the previous financial year.

The accounting principles of Etn. Fr. Colruyt N.V. are identical to those of the Colruyt group.

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The Board of Directors will propose to the General Assembly of Shareholders on September 21st 2005 to appropriate the profit as follows:

in € thousand

Financial year profit to be appropriated 146,176

Profit brought forward from the previous financial year 23,496

Profit balance to be appropriated 169,672

Appropriation to the legal reserves 994

Addition to the other reserves 37,413

Cash dividend (*) 84,784

Bonuses 2,329

Other payables 10,303

Taxes 2,534

Wages and social security 915

Profit to be carried forward 30,400

(*) Calculated on the basis of the purchased own shares situation on April 27th 2005.

The Board of Directors proposes distributing a gross dividend of € 2.44 to the shares of N.V. Etn. Fr. Colruyt participating in the profit of thefinancial year 2004/2005.

From this gross dividend of € 2.44, the shareholders will receive € 1.83 net after deduction of 25 % tax at source.

The holders of VVPR strips enjoy a reduced tax on the dividends. For these shares the net dividend is € 2.074 per share, after deduction of the15 % tax at source.

The capital increases reserved for the employees of the Colruyt Group since 1995 have always been done with the issue of such VVPR strips.

For foreign shareholders, the net dividend may vary depending on the double taxation treaties between Belgium and the countries concerned.We must have the necessary certificates by October 17th 2005 at the latest.

The dividend for the financial year 2004/2005 will become payable on 4/10/2005, against presentation of coupon No. 7 at the financialinstitutions.

The coupons for collection of the dividends may be presented at:

- Fortis Bank- ING- KBC Bank- Dexia Bank- Bank Degroof

15.3 Appropriation of the profits for Etn. Fr. Colruyt N.V. for the financial year 2004/05

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The location of the SPAR stores in Belgium

Spar Green 400 m2 > 800 m2

Eurospar > 800 m2

SPAR Red < 400 m2

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FINANCIAL YEAR 2004/2005 - KU Leuven...FINANCIAL YEAR 2004/2005 Etn. Fr. COLRUYT LIMITED LIABILITY...

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