Corporate Governance
14
Ahold Annual Report 2003
Corporate Governance
a shareholder that attempts to acquire us, and could
have the effect of delaying, deferring and preventing
a change in control over us.
SAC is a non-membership organization, organized
under the laws of The Netherlands. Its statutory purpose
is to enhance our continuity, independence and identity
in case of a hostile takeover attempt. In the case of
liquidation, the SAC board of directors will decide on
the use of any remaining residual assets. The SAC
board of directors has five members. The members
are appointed by the board itself. As of April 15, 2004,
the members of the board of the SAC were:
Name 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 CEO of CSM N.V.
N.J. Westdijk Former CEO of Royal Pakhoed N.V.
10. Significant ownership of voting shares, including
cumulative preferred financing shares
Holders of our shares may be subject to reporting
obligations under the Dutch 1996 Act on Disclosure
of Holdings in Listed Companies (Wet melding
zeggenschap in ter beurze genoteerde vennootschappen
1996) (the "Disclosure Act") and the Dutch 1995 Act
on the Supervision of the Securities Trade (Wet toezicht
effectenverkeer 1995) (the "Securities Trade Act").
Pursuant to the Disclosure Act, any person who,
directly or indirectly, acquires or disposes of an interest
in our capital or voting rights must immediately give
written notice to us and, by means of a standard form,
The Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiele Markten) (the "AFM"),
if, as a result of such acquisition or disposal, the
percentage of capital interest or voting rights held by
such person falls within a different percentage range
than the percentage range applicable to the capital
interest or voting rights held by such person prior to the
acquisition or disposal. The percentage ranges referred
to in the Disclosure Act are 0% to less than 5%, 5%
to less than 10%, 10% to less than 25%, 25% to less
than 50%, 50% to less than 66.7% and 66.7% or more.
On July 3, 2003, a draft bill to amend the
Disclosure Act was submitted to the Second Chamber
of the Dutch Parliament. According to the Explanatory
Notes to the proposed bill, we anticipate that the
following percentage ranges will be introduced: 0% to
less than 5%, 5% to less than 10%, 10% to less than
15%, 15% to less than 20%, 20% to less than 25%,
and 25% or more. Under the proposed bill, above 25%,
all direct or indirect transactions in our share capital
or voting rights must be reported.
For the purpose of calculating the percentage of
capital interest or voting rights, the following interests
must be taken into account: (1) shares (or depositary
receipts for shares) directly held (or acquired or
disposed of) by any person, (2) shares (or depositary
receipts for shares) held (or acquired or disposed of)
by such person's subsidiaries or by a third party for
such person's account or by a third party with whom
such person has concluded an oral or written voting
agreement, and (3) shares (or depositary receipts for
shares) which such person, or any subsidiary or third
party referred to above, may acquire pursuant to any
option or other right held by such person (or acquired
or disposed of, including, but not limited to, on the
basis of convertible bonds). Special rules apply to the
attribution of shares (or depositary receipts for shares)
which are part of the property of a partnership or other
community of property. A holder of a pledge or right
of usufruct in respect of shares (or depositary receipts
for shares) can also be subject to the reporting
obligations, if such person has, or can acquire, the
right to vote on the shares or, in case of depositary
receipts, the underlying shares. If a pledgee or
usufructuary acquires such (conditional) voting
rights, this may trigger the reporting obligations
for the holder of the shares (or depositary receipts
for the shares).
In addition, pursuant to the Securities Trade Act
and a decree based thereon, a shareholder who
directly or indirectly holds a capital interest of more
than 25% in our capital must, by means of a standard
form, within 10 days after the month in which the
transaction occurs, notify the AFM of such transaction
in our common shares or securities. If that shareholder
is a legal entity and not an individual, the obligations
under the Securities Trade Act also apply to members
of its management and supervisory boards. In addition,
these obligations apply to the following persons related
to such 25% shareholder (if the 25% shareholder
is not a legal entity): (1) spouses, (2) relations by
blood or affinity to the first degree and other persons
who share a household with these persons, and (3)
relations by blood or affinity to the first degree who do
not share a household with these persons but hold at
least 5% of our shares (or depositary receipts for our
shares) in our capital or will obtain this percentage
through the transaction.
The AFM keeps a public registry of and publishes
all notifications made pursuant to the Disclosure Act
and the Securities Trade Act.
Non-compliance with the reporting obligations
under the Disclosure Act or the Securities Trade Act
may lead to criminal fines, administrative fines,
imprisonment or other sanctions. In addition,
noncompliance with the reporting obligations under the
Disclosure Act may lead to civil sanctions, including
suspension of the voting rights relating to the shares
held by the offender, or the shares underlying any
depositary receipts held by the offender, for a period of
not more than three years and a prohibition on the
acquisition by the offender of our shares (or depositary
receipts for shares) or the voting on our shares for a
period of not more than five years.
As of April 15, 2004, except as discussed below,
we do not know of any record-owners of more than 5%
of any class of capital interest and/or the related voting
