Repurchase of treasury shares
Information published in accordance with the circular letter CBFA_2009_24 of 11 Juni 2009.
a. In general
For years now, the Extraordinary General Meeting of Shareholders empowers the Board of Directors of Etn. Fr. Colruyt NV to repurchase treasury shares. These acquisitions of shares are executed in conformity with article 620 of the Companies Code as modified per 1 January 2009 as well as in accordance with articles 205 to 207 of the Royal Decree of 30 January 2001 as modified by Royal Decree of 26 April 2009. The main changes relate to the extension by the General Meeting of the term of validity of the authorisation to acquire treasury shares to 5 years, the increase of the purchase limit to maximum 20% of the total number of shares issued as well as the way in which such transactions are published.
The Extraordinary General Meeting of Shareholders of 14 October 2014 decided to renew said authorisation to the Board of Directors for a period of 5 years.
On several occasions the Board of Directors has made use of the authorisation granted to it by entering into repurchase agreements with financial institutions in order to acquire treasury shares of the company. The Board of Directors empowers the Chairman and the CFO of the company to repurchase treasury shares under specific stipulations for the execution.
In accordance with article 622, § 1 of the Companies Code, the voting rights linked to treasury shares or no-par stock held by the company or its subsidiaries are suspended.
b. Share buyback programme of EUR 350 million dated 27/09/2017
On 27 September 2017, the Board of Directors of Colruyt Group approved the launch of a share buyback programme. Under this programme Colruyt Group will purchase treasury shares for a maximum amount of EUR 350 million. The purchase programme will start on 2 October 2017 and has an expected term of 2 years. The aim of the purchase programme is to reduce the company's excess cash and decrease the capital by cancelling shares acquired under the purchase programme in full or in part. Purchases will be made in accordance with the applicable laws and regulations and under the authorisation granted by the Extraordinary General Meeting of Shareholders of 14 October 2014. The programme will mainly be executed by an intermediary pursuant to a discretionary mandate, making it possible to purchase shares during both open and closed periods. Every Tuesday, insofar as applicable, Colruyt Group will provide information on the share buyback transactions completed.
2. Reporting duty
In accordance with article 207 of the Royal Decree of 30 January 2001 as amended by the Royal Decree of 26 April 2009, information on the purchasing operations performed shall be published and simultaneously reported to the Financial Services and Markets Authority (FSMA), at the latest on the seventh stock exchange day following the date of execution of the transaction. The repurchase of treasury shares by the company shall be published through a press release.