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Etablissements Delhaize Frères et Cie "Le Lion" (Groupe Delhaize) SA/NV (incorporated with limited liability in Belgium) EUR 400,000,000 3.125% Fixed Rate Bonds due 27 February 2020 Issue Price: 99.709 % Yield: 3.172 % ISIN Code: BE0002189554 Common Code: 085867644 (the Bonds) Application has been made for the Bonds to be listed on NYSE Euronext Brussels and admitted to trading on the regulated market of NYSE Euronext Brussels Issue Date: 27 November 2012 Joint Bookrunners BNP PARIBAS (active) BofA Merrill Lynch J.P. Morgan (active) (active) Deutsche Bank ING KBC Bank The date of this Prospectus is 21 November 2012 1 Etablissements Delhaize Frères et Cie "Le Lion" (Groupe Delhaize) SA/NV (the Issuer or the Company) A13 – 4.1 A13 – 4.5 will issue the Bonds for an amount of EUR 400,000,000. The Bonds will bear interest at the rate of 3.125% A13 – 4.8 per annum. Interest on the Bonds is payable annually in arrear on the Interest Payment Dates (as defined A13 – 4.9 below) falling on, or nearest to 27 February in each year. The first payment on the Bonds will occur on 27 February 2013, and the last payment on 27 February 2020. The Bonds will mature on 27 February 2020. BNP Paribas (located at 10 Harewood Avenue, London, NW1 6AA), J.P. Morgan Securities plc (located at A13 – 4.2 25 Bank Street, Canary Wharf, London E14 5JP) and Merrill Lynch International (located at 2 King Edward Street, London EC1A 1HQ) are acting as joint lead managers and joint bookrunners (the Joint Bookrunners and each a Joint Bookrunner) for the purpose of the offer of the Bonds (the Offer). Deutsche Bank AG, London Branch (located at Winchester House, 1 Great Winchester Street, London EC2N 2DB), ING Bank NV, Belgian Branch (located at Avenue Marnix 24, B-1000 Brussels) and KBC Bank NV (located at Havenlaan 2, B-1080 Brussels) are acting as other joint bookrunners (the Other Joint Bookrunners and each a Other Joint Bookrunner and together with the Joint Bookrunners, the Managers and each a Manager) for purposes of the Offer. The denomination of the Bonds shall be EUR 100,000 and integral multiples thereof. This listing prospectus dated 21 November 2012 (the Prospectus) was approved on 21 November 2012 by A13 – 5.1 the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des services et marchés financiers) (the FSMA) in its capacity as competent authority under article 23 of the Belgian Law dated 6 June 2006 concerning the public offer of investment securities and the admission of investment securities to trading on a regulated market (the Belgian Prospectus Law). This approval cannot be considered as a judgment as to the opportunity or the quality of the transaction, nor on the situation of the Issuer. Application has been made to NYSE Euronext Brussels for the Bonds to be listed on NYSE Euronext Brussels. References in this Prospectus to the Bonds being listed (and all related references) shall mean that the Bonds have been listed on NYSE Euronext Brussels and admitted to trading on NYSE Euronext Brussels’ regulated market. NYSE Euronext Brussels’ regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Prospectus is a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the Prospectus Directive) and the Belgian Prospectus Law. It intends to give the information with regard to the Issuer and the Bonds, which according to the particular nature of the Issuer and the Bonds, is necessary to enable investors to make an informed assessment of the rights attaching to the Bonds and of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Bonds will be issued in dematerialised form under the Belgian Company Code (Wetboek van Vennootschappen/Code des Sociétés) (the Belgian Company Code) and cannot be physically delivered. The Bonds will be represented exclusively by book entries in the records of the X/N securities and cash clearing system operated by the National Bank of Belgium (the NBB) or any successor thereto (the Clearing System). Access to the Clearing System is available through those of its Clearing System participants whose membership extends to securities such as the Bonds. Clearing System participants include certain banks, stockbrokers (beursvennootschappen/sociétés de bourse), Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme, Luxembourg (Clearstream, Luxembourg). Accordingly, the Bonds will be eligible to clear through, and therefore accepted by, Euroclear and Clearstream, Luxembourg and investors can hold their Bonds within securities accounts in Euroclear and Clearstream, Luxembourg. Bonds may be held only by, and transferred only to, eligible investors referred to in Article 4 of the Belgian Royal Decree of 26 May 1994, holding their securities in an exempt securities account that has been opened with a financial institution that is a direct or indirect participant in the Clearing System. 2 The Bonds are expected to be rated BBB- stable by Standard & Poor's and Baa3 stable by Moody’s. A rating is not a recommendation to buy, sell or hold debt, inasmuch as the rating does not comment as to market price or suitability for a particular investor. A rating may be subject to revision or withdrawal at any time by the assigning rating agency. The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies, as amended (the “CRA Regulation”) as having been issued by Standard & Poor’s and Moody's. Moody's is established in the European Union and is included in the updated list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority’s website (www.esma.europa.eu). Prospective investors should consult the Standard & Poor’s website (www.standardandpoors.com) and the Moody’s website (www.moodys.com) for the most recent ratings. Unless otherwise stated, capitalised terms used in this Prospectus have the meanings set forth in this Prospectus. Where reference is made to the Conditions of the Bonds or to the Conditions, reference is made to the Terms and Conditions of the Bonds. An investment in the Bonds involves certain risks. Prospective investors should refer to the section entitled "Risk Factors" on page 7 for an explanation of certain risks of investing in the Bonds. RESPONSIBLE PERSON The Issuer (the Responsible Person), having its registered office at 53 Rue Osseghem, B-1080 Brussels A9 – 1.1. A9 – 1.2. accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the A13 – 1.1 Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this A13 – 1.2 Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus has been prepared for the purposes of the listing of the Bonds on NYSE Euronext Brussels A13 – 5.1 and the admission to trading of the Bonds on the regulated market of NYSE Euronext Brussels and does not constitute an offer of, or an invitation by or on behalf of the Managers to, subscribe or purchase any of the Bonds in any jurisdiction by any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Bonds may be restricted by law in certain jurisdictions. The Issuer and the Managers do not represent that this Prospectus may be lawfully distributed, or that the Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Managers which is intended to permit a public offering of the Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Bonds may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Bonds. 3 For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus see “Subscription and Sale” below. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Prospectus and any information or representation not so contained or inconsistent with this Prospectus or any other information supplied in connection with the Bonds and, if given or made, such information must not be relied upon

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