EXCHANGE CONTROLS
IT OUTSOURCING AGREEMENTS
Currently, there are no limitations, other than those
described under "Taxation" below in this section, regarding
the payment of dividends by us to non-residents of the
Netherlands or any other payments to or from non-resident
holders of our securities.
The existing laws and regulations of the Netherlands impose
no limitations on non-resident or foreign owners with respect
to holding or voting common shares other than those also
imposed on resident owners. Our Articles of Association do
not impose any limitation on (1) remittances to or from
abroad regarding dividends or capital or (2) rights of non
resident or foreign owners to hold or vote common shares.
On November 14, 2005, we signed three outsourcing
agreements relating to different aspects of our information
technology ("IT") systems. The first agreement is with
Electronic Data Systems Corporation, EDS Information
Services, L.L.C. and their subsidiaries ("EDS") pursuant
to which EDS has undertaken to provide us with global IT
enterprise outsourcing, including applications maintenance
services in the U.S. As part of the agreement, EDS will
assume responsibility for maintaining our global IT
infrastructure, which will include hosting our mainframe and
midrange servers and providing local-area network and voice
network support. Under the agreement, EDS provides
consolidated IT helpdesk support for more than 10,000 of
our users. EDS will also manage our workplace desktops,
laptops and printers, as well as our e-mail clients. As part
of the arrangement with EDS, approximately 450 of our
employees located in the U.S. and the Netherlands are
being transitioned to EDS. The second agreement is with
Atos Origin Nederland B.V. ("Atos Origin") pursuant to
which Atos Origin has undertaken to provide us with IT
application maintenance and support services in the Albert
Heijn Arena. The third agreement is with NCR Nederland
N.V. ("NCR") pursuant to which NCR has undertaken to
provide us with in-store IT support services in the Albert
Heijn Arena.
The initial term of each of the three agreements is for a
period of five years, which started in December 2005.
At our sole discretion and by prior written notice, we are
entitled to extend the term of each agreement for two
additional one-year periods. Further extensions require
mutual consent.
The agreements contain customary termination provisions,
including our right to terminate each agreement for
convenience by providing six months prior written notice and
payment of early termination fees. We also have the right to
terminate the agreements within nine months following a
change of control of Ahold or one of our outsourcing
partners. Each of our outsourcing partners may only
terminate their respective agreement in the event we should
fail to timely pay certain periodic charges. The agreements
also contain customary restrictions with respect to
assignment of rights and obligations under the agreements.
Pursuant to the terms and conditions of the three IT
outsourcing agreements and based on expected levels of
services, we expect our total costs during the initial five-year
terms to be approximately EUR 467 million. For more
information regarding these outsourcing agreements, see
"Management's discussion and analysis - 2006 and onward
- Overview of our retail strategy - IT outsourcing
agreements."
AHOLD ANNUAL REPORT 2005 227
