Departures from the Dutch Corporate Governance Code

All the proposed departures from the Dutch Corporate Governance Code were approved by the General Meeting of Shareholders held on 30 March 2005. This means that Sligro Food Group is now fully compliant with the requirements of the Code. The ratified departures are:

The code states that Executive Directors should be appointed for a period of four years. Sligro Food Group thinks this conflicts with
the aspirations of many small and mid-cap companies to recruit people internally and appoint them to executive positions after they
have gained broad experience throughout the organisation. This is the best guarantee of a steady, ongoing strategic line. Four-year
appointments conflict with the Executive Directors' current service contracts, which do not specify a period other than reaching
retirement age. Our aim is to offer equivalent directors similar remuneration and associated contractual terms and conditions.
Consequently, we propose that Mr. Voets' appointment should also be for an indefinite period. Mr. Voets is being proposed for
appointment as director at the Annual General Meeting. Finally, Sligro Food Group believes that limiting his term of appointment would mean different remuneration and regards this as undesirable.

The code states that the maximum remuneration in the event of dismissal should be one year's salary. Neither the Executive
Directors' current service contracts nor the current service contract of the proposed director, Mr. Voets, contain any provisions on severance pay. As noted above, Sligro Food Group believes that directors should be treated and remunerated in the same way in similar circumstances. A restriction of the Executive
Directors' legal position with regard to this point could translate into undesirable differences in remuneration. External studies
have shown that the current remuneration of Sligro Food Group's Executive Directors cannot be regarded as excessive. A study will
be made of how statutory severance payments to Executive Directors who prove incompetent can be reduced. This subject is a matter of political interest and the government's views will be borne in mind.

Provision III.7.3 includes requirements for periodic notification of changes in Supervisory Directors' ownership of securities to the
Compliance Office. In Sligro Food Group's opinion, these requirements should only apply to securities in listed companies that Sligro Food Group has a material relationship with or where it may be assumed that a Supervisory Director is in a position to make a better assessment of a company's situation because
he has certain knowledge through his position than would be possible on the basis of information in the public domain. The insider trading regulations of course remain in force unchanged. This will be developed into regulations on private investments.

The half-year and annual statements and trading updates in April and October are part of the communication with the financial
markets. Press and analysts' meetings are held on both the half-year and full-year figures. The presentations are published on the website and elsewhere.
These presentations are repeated regularly for individual institutional investors in the form of 'one-on-ones' and group presentations for institutional and private investors. The one-onones are important to raise and maintain institutional investors' attention on Sligro Food Group and thus support the correct pricing of the shares.