CRC. Ahold Co. Ltd. call option
In 1998, at the same time that the Company acquired the outstanding shares in CRC. Ahold Co. Ltd ("CRC"), a company
based in Thailand, resulting in a 100% ownership interest, the Company entered into an agreement with the seller, Central
Retail Corp. Limited, whereby the seller has the right to buy back (the "call option") 50% of the shares of CRC at Ahold's
1998 acquisition price, plus annual effective interest of 14.5%. The call option has three tranches which expire in 2004,
2005 and 2006, respectively, with shares equaling one-third of the total shareholding of Ahold in CRC in each tranche,
and has been exercisable since 1998. The call option does not permit net settlement and is not marked to fair value.
However, the Company did evaluate whether the call option represents a liability as of December 29, 2002, and
December 30, 2001.
As of December 29, 2002, and December 30, 2001, the call option does not represent a liability to the Company due to
depreciating market conditions and cumulative losses incurred by CRC. If the seller had exercised its call option as of the
most recent balance sheet date, Ahold would have realized a gain on the transaction.
Luis Paez S.A. put/call option
The Medina Group ("Medina"), Ahold's partner in Luis Paez S.A. ("Luis Paez"), has a call option (the "Medina Call
Option"), pursuant to which if (i) Luis Paez experiences a deviation of more than a EUR 3 from its projected cash flows as
described in the business plan and (ii) all of the debt owed by Medina to Ahold has been repaid, then Medina may call the
shares of Luis Paez held by Ahold. In addition, Medina has granted Ahold a put option over the shares held by Ahold in
Luis Paez (the "Ahold put option") which entitles Ahold to sell, and requires Medina to purchase, at the price of EUR 1
per share all of the shares of Luis Paez held by Ahold. However, the Ahold put option may only be exercised by Ahold if
Medina fails to exercise the Medina Call Option. Ahold has not recorded a liability because the risk that the Medina call
option will be exercised by Medina is judged by Ahold to be remote.
Ahold Real Estate Czech Republic B.V.: put and call option and call option regarding a Czech Republic development project
In connection with Retail Development Company Holding B.V. ("RDCH"), a joint venture and development project of the
Company, Ahold Real Estate Czech Republic B.V. ("Ahold Czech Republic") entered into a call and put option agreement
with its partner in the joint venture, Multi Development Corporation International B.V. ("MDI"), whereby Ahold Czech
Republic is entitled to acquire the remaining 50% share of RDCH or to sell its 50% interest in RDCH to MDI, and MDI
has the call option to acquire Ahold Czech Republic's interest in RDCH. The exercise price for each option is an amount
equal to 50% of the shareholders' equity of RDCH as of the first date of the month preceding the month in which the
option is being exercised. The MDI call option expires on August 16, 2005. The Ahold Czech Republic options (both put
and call) can only be exercised during the 90-day period that begins on August 17, 2005.
Under a shareholders' agreement in connection with RDCH, the Company is required to act as an "interim" end investor
and purchase 50% of the development projects that cannot be sold to a third-party purchaser. The purchase price would
be based on the development costs of a project, including management fees paid to MDI and the Company during the
cause of the project. If the project were then sold to a third-party within two years, the Company is required to divide the
profits on the sale with MDI in accordance with a schedule included in the shareholders' agreement. If the project cannot
be sold to a third-party purchaser within two years, then MDI must pay 20% of the management fees received by it from
the project to the Company. As of the end of fiscal 2002, the Company has recorded a liability of EUR 50 for two
development projects RDCH expects to complete by the end of 2004 and for which no investor has been found.
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