Significant ownership of voting shares, including cumulative preferred financing shares
Sarbanes-Oxley Act
00 Ahold ANNUAL REPORT 2002 19
BOARD GOVERNANCE HIGHLIGHTS OPERATING REVIEW FINANCIAL INVESTOR REL AT IONS
The option agreement and the cumulative preferred shares have certain anti-takeover effects. The issuance of all authorized
cumulative preferred shares will cause substantial dilution of the effective voting power of any shareholder, including a
shareholder that attempts to acquire Ahold, and could have the effect of delaying, deferring and preventing a change in
our control.
SAC is a non-membership organization with a self-appointed managing board, organized under the laws of the Netherlands.
Its statutory objectives are to enhance Ahold's continuity and identity in case of a hostile takeover attempt. As of
October 14, 2003, the members of the board of the SAC were:
Name members Principal occupation or relation to Ahold
J.J. Slechte Former President of Shell Nederland B.V.
W.E. de Vin Former Civil Law Notary
P.J. van Dun Former Executive Vice President of Ahold
M. Arentsen Former CFO of CSM N.V.
N.J. Westdijk Former CEO of Royal Pakhoed N.V.
Under the 1996 Netherlands' Act on Disclosure of Holdings in Listed Companies, or the Disclosure Act, any person who,
directly or indirectly, acquires or disposes of an interest in the capital or the voting rights of Ahold must give a written
notice to the company and to the Netherlands Authority for the Financial Markets of such acquisition or disposal, if as a
result of such acquisition or disposal, the percentage of capital interest or voting rights held by such person falls within
another percentage range as compared to the percentage range held by such person prior to such acquisition or disposal.
The percentage ranges are 0-5, 5-10, 10-25, 25-50, 50-662/3 and over 662/3.
As of October 14, 2003, except as discussed below, we do not know of any persons who own of record or beneficially
more than 5% of any class of capital interest and/or voting rights. Capital Research Management owns 6.9% of our
common shares. All of the issued and outstanding cumulative preferred financing shares are held by the Administratie
kantoor that issued corresponding depository receipts to the following four investors:
Fortis N.V. 7.95%
ING Groep N.V. 7.42%
Aegon N.V. 6.11%
Aviva plc/Delta Lloyd Levensverzekering N.V. 5.01%
Please note that these percentages refer to holdings in both common shares and cumulative preferred financing shares.
The free float of common stock can be considered to be 100%.
On July 30, 2002, the Sarbanes-Oxley Act was signed into law by the President of the United States. The Act requires
foreign issuers listed on, amongst others, the New York Stock Exchange, to comply with, amongst others, certain
certification requirements and other disclosure obligations under the U.S. securities laws.
One of Ahold's responses to the Sarbanes-Oxley Act was the creation of a Disclosure Committee. The Disclosure Committee
consists of various members of senior management. The Disclosure Committee's role is to try to ensure the accuracy and
completeness of our periodic reports filed with the SEC and other public announcements we make.
