Profile of the Supervisory Board of Sligro Food Group N.V.

Adopted on 25 January 2005

The Supervisory Board of Sligro Food Group N.V. has drawn up a profile of its ideal composition and size and the desired know-how and experience of individual supervisory directors for Sligro Food Group. This profile will be evaluated from time to time, compared with social trends and any strategic changes at Sligro Food Group, and revised as necessary.

1.

The Supervisory Board shall be composed of three or more natural persons (m/f). The number of supervisory directors will be set by the Supervisory Board. If there are fewer than three members in office, the Board will take immediate action to increase its membership.

2.

Members of the Supervisory Board may not be:

a.

employees of the company or an associated company;

b.

managers or employees of an employees’ organisation involved in setting the employment conditions of persons referred to in (a);

c.

former Executive Directors of the company.

1.

In order to properly fulfil the duties of a Supervisory Board as set out in Section 140(2) of Book 2 of the Netherlands Civil Code, the aim will be for the Board to have a wide range of know-how and skills spread among its members, including:

a.

managerial experience;

b.

financial know-how and experience;

c.

expertise and experience at a listed company;

d.

social expertise and involvement in the community;

e.

experience of marketing consumer products at a wholesale and/or retail organisation;

f.

general legal and/or tax know-how and experience;

g.

foreign experience;

h.

experience and expertise in acquisitions.

Each supervisory director must meet at least two of the above points. Expertise and types of experience can be combined in the persons of one or more supervisory directors.

2.

Each supervisory director must also have the following qualities:

a.

He or she must be in a position, including having the time available (at least eight half-days per year), to properly supervise the policy of the Executive Board and the general affairs of Sligro Food Group, including taking general trends in the food sector into account.

b.

He or she must be in a position to support the Executive Board with recommendations on the preparation and implementation of policy.

c.

He or she must be in a position to act critically and independently of the other members of the Supervisory and Executive Boards.

d.

He or she must not be prevented from the independent exercise of his or her supervisory duties as a result of hierarchical subordination within a group, because of connections or other relationships with a person who he or she supervises.

e.

He or she must be guided by the interests of Sligro Food Group and its associated businesses and fulfil his or her duties with a free hand and without committing himself/herself to a given subsidiary interest while ignoring the other interests involved.

f.

In the event of Executive Directors being unable to act, he or she must be in a position, in consultation with the other supervisory directors, to take measures to manage Sligro Food Group.

1.

The membership of the Supervisory Board must be such that there can be good mutual confidence, so that the Supervisory Board can act and carry out its duties as an organ of the company.

2.

The membership of the Supervisory Board will take account of age. The aim will be for a harmonious structure in the age groups of 45–55 and 55–65 years.

3.

The aim is for at least two members of the Supervisory Board to be currently employed in or retired from commerce (or have recently worked in it).

4.

No-one will be appointed as a supervisory director if it could be assumed that his/her appointment could, as a result of a position elsewhere, lead to a possible conflict of interest, as determined by the Supervisory Board.

5.

In deciding whether a former member of the Executive Board of Sligro Food Group may join the Supervisory Board, account will be taken as far as possible of the effect that the former membership of the Executive Board may have on both the operation of the Supervisory Board and the operation of the Executive Board.

6.

A supervisory director shall be appointed for a period of four years and may be reappointed for a maximum of one further period of four years.

7.

A supervisory director may hold office until reaching the age of 67 years.

8.

Appointment shall be by the Supervisory Board, unless the General Meeting of Shareholders or the Works Council objects to the proposed appointment.

9.

A recommendation, proposal, appointment or reappointment of a member of the Supervisory Board shall be considered in the light of all of the criteria in this profile, in the context of the membership of the Supervisory Board at that time. If a supervisory director is reappointed, his or her performance in the previous term of office shall be evaluated by the Supervisory Board and the results of that evaluation will be included in the commentary on the reappointment. The person’s know-how and skills that make him/her eligible for appointment or reappointment will also be stated.