Minutes of the General Meeting of Shareholders held on 22 March 2006
Minutes of the Annual General Meeting of Shareholders of Sligro Food Group N.V., held at 11:00 on Wednesday, 22 March 2006, at the company's offices in Veghel.

Present:
The Supervisory Board, consisting of Messrs. H.J. Hielkema, T.J.M. van Hedel, J.H. Menkveld and F.K. de Moor, the Executive Board, consisting of Messrs. A.J.L. Slippens, H.L. van Rozendaal, K.M. Slippens and A.J.M. Voets, the company's auditor Mr. Heeren of KPMG, representatives of the press, the Executive Board of Stichting Administratiekantoor Slippens, shareholders and other invited guests.
In accordance with article 38 of the Articles of Association, the Supervisory Board appointed its chairman, Mr. Hielkema, as chairman of this General Meeting of Shareholders.

The agenda comprised the following items.

The chairman called the meeting to order and welcomed those present. He asked Mr. Dijkstra to act as secretary and to take the minutes of the meeting.
The secretary confirmed that the meeting had been convened in accordance with article 35 of the Articles of Association. The notice of meeting had been published on 3 March 2006 in the Official Price List of Euronext, the Financieele Dagblad and the Brabants Dagblad. Copies were available for inspection.
The number of shareholders present or represented by proxies was 108. Together they represented 13,008,469 shares or 61.7 % of the issued share capital and the meeting was therefore able to adopt legally valid resolutions.
He further confirmed that there were no holders of depositary receipts issued with the company's cooperation.

The minutes of the General Meeting of Shareholders held on 30 March 2005 were adopted and signed by the chairman and the secretary in accordance with article 39 of the Articles of Association.. The minutes had also been posted on the company's website (www.sligrofoodgroup.nl) for perusal by the shareholders. No comments on the minutes had been received in the three months since they had been posted on the website.

Mr. A. Slippens welcomed those present and, in the course of a brief introduction, informed the meeting that presentations on this agenda item would be given in turn by Mr. Van Rozendaal, Mr. De Bree, Mr. K. Slippens and himself.
In his presentation, Mr. Van Rozendaal outlined the 2005 figures. The net profit for 2005 was €50.9 million, compared with €58.6 million in 2004.

At €1,545.5 million, total net sales were 7% higher in 2005, mainly due to the acquisition of Ven. On a like-for-like basis, however, net sales were down 0.4 %, with organic growth of 0.4% in the food service business offset by a decrease of 2.2% in the food retail business.
Gross margin increased from 19.7 % in 2004 to 20.2 % in 2005, mainly reflecting a shift in the sales mix. Total operating expenses as a percentage of sales increased from 14.6% in 2004 to 16.0% in 2005.
Total operating profit in 2005 turned out at €74.1 million. Despite the price war, the contribution by the food retail business remained stable, but the contribution by the food service operation was adversely affected by the loss of two major clients, the poor summer and the Ven integration expenses, with operating profit in this segment declining from €65.3 million in 2004 to €47.4 million in 2005.
As was customary, special attention was focused at this year's General Meeting of Shareholders on a special theme. The theme chosen this year was human resources, which was addressed in the presentation by the Personnel & Organisation Manager of Sligro Food Group, Mr. De Bree. The staff were a crucial factor for Sligro Food Group, which employed almost 5,000 people, of whom around 2,400 were in full-time jobs. The aspects covered by Mr. De Bree in the course of his presentation included the profit-sharing scheme, sickness absence, training and corporate social responsibility.

Mr. K. Slippens then gave a presentation on the new Sligro/Ven self-service outlet in Amsterdam, which opened in February 2006. Ven was already running a combined self-service/delivery-service outlet in Diemen, and it had been decided to create a new self-service outlet without delivery services in Amsterdam and convert the Diemen site into a food service outlet which would be used exclusively for regional deliveries. The new Amsterdam outlet was Sligro Food Group's largest self-service outlet which combined all the new elements of Sligro and Ven.

Mr. A. Slippens then discussed the outlook for 2006. He said the economy was expected to pick up again. The food service business was expected to generate modest sales growth and would be less affected by the price war. The new competitive positions emerging after the sale of Deli XL would not, in his view, bring pressure to bear on sales or prices and there were, in any case, still ample acquisition opportunities in the food service sector.

Little improvement was expected in the food retail business. The situation at Em-Té and Prisma was under control and the results had stabilised, but no growth was possible while the price war continued. Another significant development in the food retail market had, of course, been the announcement of the sale by Laurus of its Edah and Konmar formats and the way that had been done. One thing was clear: by the end of this year, the supermarket landscape in the Netherlands would undoubtedly be very different.

On conclusion of the presentations, the chairman noted that the special theme chosen this year had been human resources. The special theme next year would probably be Sligro Food Group's formats, as had been requested at last year's General Meeting of Shareholders.

The chairman then invited questions from the floor relating to the presentations.
Ms. Kruize (Darlin N.V.) asked about possible new acquisitions, partly in the light of the experience gained with Ven. Mr. A. Slippens explained the integration of Ven in greater detail. Now that the Ven integration had been virtually completed, the possibility of a new acquisition in the coming year could by no means be excluded.
Ms. Kruize then asked about the role which Sligro Food Group envisaged for itself in the process of concentration in the food service sector, which had been mentioned in the annual report. The reply to this was that its goal was to maintain its position in the top three in the sector.

Ms. Kruize asked whether Sligro Food Group had been approached by private equity investors in recent years and how Sligro Food Group had responded to such approaches. The reply to this was that Sligro Food Group was content to maintain its stock exchange listing and that overdependence on financiers was not conducive to effective decision-making by the Executive Board.

Mr. Burger asked for an explanation of the non-recurring income of €1,057,000 mentioned on page 79 of the annual report. The Executive Board explained that a warehouse had burned down in 2005 and the loss had been covered in full by insurance. Since the compensation exceeded the carrying value of the building, this had given rise to a book profit.

In reply to a question from Mr. Burger regarding the reduction in incapacity benefit expenses, the Executive Board explained that, because the Incapacity for Work (Benefits) Act (WAO) had been repealed, no new claimants had entered the scheme. Sligro Food Group's risk under the Work and Income according to Capacity Act (WIA) was insured. These expenses were expected to reduce to zero within two years.

Mr. Dekker of the and Dutch Investors' Association (VEB) complimented the Executive Board on the annual report, which he found very clear. He asked whether the strategic target of 10% growth was still achievable or should be adjusted downwards. Mr. A. Slippens replied that there was no reason for revising this target. Growth was needed to keep up with the cost trends. The company had been setting itself this target for 15 years and it still appeared to be within reach.

Mr. Dekker also asked whether the acquisition of Ven had not turned out to be more expensive than envisaged. Mr. A. Slippens said that was not the case. The total cost comprised the purchase price and the additional expenses incurred to ensure efficient integration. In such situations, the initial cost inevitably exceeded the initial benefit.

Mr. Dekker then asked about the reason for the loss of Compass as a customer and the company's relationship with Sodexho. Mr. K. Slippens replied that the relationship with Compass had not been terminated on grounds of the level of the prices or the quality of the service, but due to a difference of opinion as to the system of pricing to be applied. The relationship with Sodexho had been evolving steadily and its formalisation in a contract was expected in the course of the year.

In conclusion, Mr. Dekker asked for an explanation of the movement in inventories. Mr. Van Rozendaal attributed the increase to the acquisition of Ven and the growth in the number of outlets.

Mr. Swinkels thanked the Executive Board and all the personnel of Sligro Food Group for their efforts in the past year. In reply to questions from Mr. Swinkels, Mr. De Bree said that, thanks to the company's active policy in this area, there was scope for further reduction in the rate of sickness absence. In reply to a further question from Mr. Swinkels about IT, Mr. Poels provided further information on this aspect.

a. Adoption of the 2005 financial statements
Ms. Kruize noted that the financial position had improved in recent years and asked whether, if no major acquisition was envisaged, there was a possibility of an extra dividend being paid or shares being repurchased. The reply to this question was that its policy was to ensure that sufficient resources were available for acquisitions.

Ms. Kruize's next question related to the statement in the annual report that the legal claims which had been filed against Sligro Food Group would not lead to any material losses. Mr. Dijkstra explained that this statement was based on advice obtained from external advisers that the claims were unfounded or were not of material size.

Lastly, Ms. Kruize asked what factors would determine the success of future acquisitions in the future. Mr. Van Rozendaal replied that the same factors would apply in the future as in the past ten years. The market still offered ample opportunities to apply those factors successfully in the future.

There being no other questions, the chairman confirmed that the financial statements had been approved.

b. Adoption of the profit appropriation
The proposed profit appropriation set out in the annual report would give a dividend of €1 per share. This dividend would be paid, at the shareholder's option, either in cash or in shares in a ratio to be determined in due course. Shareholders would have until close of trading on the Euronext Amsterdam stock exchange on Wednesday, 5 April 2006, to make their choice known. The number of dividend rights giving entitlement to one new Sligro Food Group N.V. would be determined after close of trading on 5 April 2006, on the basis of the average share price over the period 3–5 April 2006. The distribution in shares would be approximately equal in value to the cash dividend. The dividend could be payable on 12 April 2006.
To avoid dilution, the shares required to pay the non-cash dividend would be repurchased on the stock exchange on this occasion.
This proposal was approved by the meeting.

c. Endorsement of the Executive Board's conduct of the company's affairs
The Executive Board's conduct of the company's affairs in 2005 was endorsed by the meeting without comment.

d. Endorsement of the Supervisory Board's supervision
The Supervisory Board's supervision in 2005 was endorsed by the meeting without comment.

One consequence of the adoption of the Corporate Governance Code last year was an amendment to the Articles of Association which resulted in the termination of Stichting Prioriteit and Stichting Preferent, thereby removing all anti-takeover defences.

The basic outline of the corporate governance structure was discussed on pages 43–44 of the annual report and on the website. The four departures from the Corporate Governance Code having been approved by the previous General Meeting of Shareholders, Sligro Food Group was fully compliant with the code.

In view of the variable remuneration arrangements and the four-year period recommended by the Corporate Governance Code which Sligro Food Group had not applied, no system had yet been defined for compensation in the event of involuntary resignation of members of the Executive Board. This issue was still under consideration.

Mr. Rinnooy Kan noted abstentions from voting on this item by State Street Bank and Trust Company in respect of 59,188 shares.

Profit retention and dividend policy had remained unchanged. Sligro Food Group aimed to distribute around 40% of the profit after tax, excluding extraordinary results. Dividends would be payable in cash or in shares, at the shareholder's option. The payout ratio for 2005 was 41.3%, which was consistent with the policy which had been formulated.

Mr. Rinnooy Kan noted abstentions from voting on this item by State Street Bank and Trust Company in respect of 59,188 shares.

In response to a question from Mr. Russ, the chairman undertook to ensure that, as from next year, it would be made clear whether an agenda item was to be voted upon.

The Executive Board remuneration policy was set out in a remuneration report, the full text of which had been posted on the website and included as an annex to the agenda.

The policy was unchanged from the previous year, except that the pension arrangements had been revised in line with the resolution of the previous General Meeting of Shareholders.
The remuneration policy was discussed with reference to this annex. In response to a question, Mr. Van Rozendaal explained the bonus scheme applying to the Executive Board. The bonus depended solely on profit performance, not on sales. Although other systems were of course possible, this system had been adopted within Sligro Food Group because it was transparent. The long-term bonus had to be used to purchase Sligro Food Group N.V. shares, which had to be held for at least four years, in recognition of the importance of longer-term continuity in policy, vision etc. It was noted that the 2005 bonus had already been included in the 2005 financial statements.

Ms. Kruize then asked about the changes to the pension scheme. Mr. Van Rozendaal explained that the pension scheme was largely a defined-contribution scheme, so that no past service liabilities could arise.

In response to a follow-up question from Mr. Boom on this subject, Mr. Van Rozendaal said that the pensionable salary included half of the average expected bonus and that the pensionable age had been raised from 60 to 65.

The remuneration policy was then approved.

As explained in the notes to the agenda, it was proposed to authorise the Executive Board to repurchase fully paid shares in Sligro Food Group N.V. for a period of 18 months, up to a maximum of 10% of the issued capital and at a price of no more than 10% above the market price. This authorisation would run until 22 September 2007.

The proposal was adopted.

It was proposed to renew and extend the authority granted on 19 March 2003 for 18 months from the date of the meeting, i.e. until 22 September 2007. It was further proposed to restrict that authority to 10% of the issued share capital, which could be increased by 10% if the issue was undertaken in connection with a merger or acquisition.

The proposal was adopted.

The chairman first made a number of announcements.
The first related to the composition of the Supervisory Board. Mr. Menkveld had chosen not to stand for re-election for a second term, in order to make way for a new Supervisory Board member with a financial background who would in due course be able to take over the chairmanship from the present incumbent.

The second announcement related to the departure of Mr. Dijkstra, the present secretary of the Executive Board of Sligro Food Group. Mr. Dijkstra was thanked for his efforts on behalf of Sligro Food Group and its shareholders.

In response to a question from Mr. Van Hoeken, it was announced that, if those wishing to receive the sustainability report gave the secretariat their name and address, they would be sent a copy by mail in due course.

Ms. Kruize thanked the Supervisory Board and Executive Board for the openness with which they had answered the questions put to them and thanked Mr. Dijkstra for his work on behalf of the shareholders in the past. In conclusion, she asked why the departures from the Corporate Governance Code and the reasons for them had not been restated in the annual report. The chairman explained that the company had chosen not to adopt four of the Code's provisions and those departures had been approved by the General Meeting of Shareholders last year. The departures and the reasons for them had been explained in the 2004 annual report. If there had been no changes, the Executive Board and Supervisory Board preferred to remain silent on the matter, in order to avoid initiating a debate on corporate governance which focused too closely on departures from the provisions of the Code.
There being no other business, the chairman adjourned the meeting and thanked everyone for their contributions.

Chairman, H.J. Hielkema
Minutes secretary, A.P. Dijkstra