Major shareholders
Cumulative Preferred Shares
Voting Rights
Each share in the capital of Ahold is entitled to one vote for each EUR 0.25 of par value. Subject to certain exceptions
provided for by Dutch law or the articles of association, resolutions are passed by the majority of the votes cast. A proposal
to alter the articles of association that would change the rights vested in the holders of shares of a particular class requires
the prior approval of a meeting of holders of shares of that particular class. Among other types of resolutions, a resolution
of the Shareholders' Meeting to amend the articles or to dissolve Ahold may only be adopted upon a proposal of the
Corporate Executive Board that has been approved by the Supervisory Board.
The holders of common shares are entitled to one vote per share. There are no limitations, either under Dutch law or in
Ahold's articles of association, on the right of non-residents of The Netherlands or foreign owners to hold or vote Ahold's
common shares.
Holders of cumulative preferred financing shares are entitled to one vote per share and are entitled to vote upon the same
matters as the holders of common shares. All outstanding cumulative preferred financing shares have been issued to the
Stichting Administratiekantoor Preferente Financierings Aandelen Ahold (the "Administratiekantoor"). The object of the
Administratiekantoor is to acquire and hold cumulative preferred financing shares in the share capital of Ahold against the
issue of depository receipts, as well as to exercise all voting rights attached to these shares. Holders of depository receipts
will be admitted to the Shareholders' Meeting, but will not be allowed to vote in this meeting as the voting rights belong to
the Administratiekantoor.
Holders of American Depository receipts (ADR's) will receive notice from the Depositary whenever the Depositary receives
notice of a Shareholders' Meeting or solicitation of consents or proxies of holders of common shares. The Depositary will
provide a statement that the owners of ADRs as of the close of business on a specified record date will be entitled to
instruct the Depositary as to the exercise of any voting rights represented by their ADRs.
Upon the written request of an owner of an ADR, the Depositary will endeavor, insofar as practicable, to vote or cause
to be voted the amount of common shares represented by the ADRs in accordance with the instructions set forth in the
request. The Depositary will not vote shares other than in accordance with such instructions. If the Depositary does not
receive instructions from any owner on or before the date established by the Depositary for such purpose, the share
depositary will deem the owner to have instructed the Depositary to give a discretionary proxy to a person designated by
Ahold for such deposited securities. The Depositary will then give a discretionary proxy to a person designated by Ahold
to vote such deposited securities.
Ahold is not directly or indirectly owned or controlled by another corporation or by any foreign government. Except as
described under "Cumulative Preferred Shares" below, there are no arrangements known to us that may, at a subsequent
date, result in a change in our control.
In March 1989, Ahold entered into an agreement (the "option agreement") with Stichting Ahold Continuïteit ("SAC").
This option agreement was amended and restated in April 1994, March 1997 and December 2001. Pursuant to this
option agreement, SAC was granted an option to acquire from Ahold, from time to time until December 2016, cumulative
preferred shares up to a total par value that is equal to the total par value of all issued and outstanding shares of our
capital stock, excluding cumulative preferred shares, at the time of exercising the option. The holders of the cumulative
preferred shares are entitled to 2,000 votes per share and a cumulative dividend on the outstanding and paid-up shares,
based on the basic refinancing transaction interest rate of the European Central Bank, with a minimum percentage applied
of 5.75%. Subject to limited exceptions, each transfer of cumulative preferred shares requires the approval of the Corporate
Executive Board. Cumulative preferred shares can only be issued in registered form. No share certificates are issued for
cumulative preferred shares.
Ahold may stipulate that only 25% of the par value will be paid upon subscription for cumulative preferred shares until
payment in full of the par value is later called by the company. No cumulative preferred shares have been issued or were
outstanding during fiscal years 2002, 2001 or 2000 or as of the date of this annual report.
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