The Dutch Corporate Governance Code was published by the Corporate Governance Committee ('Tabaksblat Committee') on 9 December 2003. Seeking to balance the interests of all the company's stakeholders, as required by the Committee, has always been an important part of our company policy. Sligro Food Group supports the principle of one share/one vote and has no anti-takeover or other control measures in place.

There were no transactions with executive or supervisory directors in 2006 that involved a possible material conflict of interest. Neither were any transactions conducted with shareholders owning more than 10% of the shares.

Sligro Food Group is a dual-board company, with an Executive Board and an independent Supervisory Board ('two-tier management structure').

The main points of the current structure are set out below.

The Executive Board is responsible for managing the company, for its strategy and for its use of human and other resources. The Executive Board keeps the Supervisory Board informed of progress, consults the Supervisory Board on all significant matters and submits important decisions to the Supervisory Board and/or the general meeting of shareholders for approval. The Supervisory Board notifies the general meeting of proposed appointments to the Executive Board. The Supervisory Board may suspend or dismiss an Executive Board director at any time. The remuneration and other terms and conditions of appointment of each Executive Board director are set by the Supervisory Board, based on the policy adopted by the general meeting. Decisions on material matters are always made jointly and all members have shared responsibility.

The Supervisory Board supervises the policy of the Executive Board and the general affairs of the company. It supports the Executive Board with advice. In discharging their role, the supervisory directors are guided by the company's interests. The Executive Board promptly provides the Supervisory Board with the information which it needs to perform its duties.

The supervisory directors are appointed by the general meeting on a proposal by the Supervisory Board.

Supervisory directors retire at the close of the first general meeting following the day four years after their most recent appointment and may be reappointed once.

The remuneration of each member of the Supervisory Board is set by the general meeting. The Supervisory Board appoints a chairman and a deputy chairman from its members. It also appoints a secretary who may, but need not be one of its members.

As the Supervisory Board consists of four people, the Board as a whole performs the duties of the three key committees (the audit, remuneration, and selection and appointments committees).

The annual general meeting is held within six months of the end of each financial year. Extraordinary general meetings may be called as necessary by the Supervisory Board, the Executive Board or one or more shareholders jointly representing at least 10% of the issued share capital.

The agenda of the annual general meeting contains the items stipulated by the Articles of Association and other proposals by the Supervisory Board, the Executive Board or shareholders jointly representing at least 1% of the issued share capital. The principal powers of the general meeting are the right:

• to appoint supervisory directors;

• to adopt the financial statements and ratify the actions of the Executive Board and the Supervisory Board during the previous year;

• to resolve to amend the company's Articles of Association and propose to dissolve or liquidate the company;

• to issue shares and to restrict or exclude shareholders' pre-emptive rights (the Executive Board has been granted powers until 14 September 2008 to issue shares as yet unissued);

• to repurchase or withdraw shares (the Executive Board has been granted powers until 14 September 2008 to purchase fully paid shares either on the stock exchange or privately up to a maximum of 10% of the issued share capital, as stipulated in the Articles of Association, for a price no more than 10% above the market price at the time of the transaction);

• to approve decisions by the Executive Board on any substantial change to the identity or character of the company or the business.

The proposed departures from the Dutch Corporate Governance Code were approved by the shareholders' meeting on 30 March 2005. Sligro Food Group consequently fully complies with the Code. Details of the departures can be found on the website.