Corporate governance
General Meeting of Shareholders
Voting rights
Shareholders may also designate by resolution the Corporate
Executive Board for a period not exceeding five years as the
corporate body authorized to restrict or exclude pre-emptive
rights. An absolute majority of votes cast in the General
Meeting of Shareholders is required to adopt a resolution to
restrict or exclude rights or to delegate this authority to the
Corporate Executive Board, provided that at least one-half of
the issued and outstanding share capital is represented at
such meeting. A majority of at least two-thirds of the votes
cast is required if less than one-half of the issued and
outstanding share capital is represented.
The General Meeting of Shareholders has delegated the
authority to restrict or exclude the pre-emptive rights of
holders of common shares upon the issuance of common
shares and/or upon the granting of rights to subscribe for
common shares to the Corporate Executive Board through
November 18, 2006.
Our shareholders exercise their rights through annual and
extraordinary General Meetings of Shareholders. These
meetings must be held in the Netherlands, and specifically
in the municipalities of Zaanstad, Amsterdam, the Hague,
Rotterdam, Utrecht, Amersfoort or Haarlemmermeer. Each
year, no later than June 30, we are required to convene an
annual General Meeting of Shareholders. Additional
extraordinary General Meetings of Shareholders may be
convened at any time by the Supervisory Board, the
Corporate Executive Board or by one or more shareholders
representing at least 10% of our issued and outstanding
share capital. The agenda for the annual General Meeting of
Shareholders must contain certain matters as specified in
our Articles of Association and under Dutch law. This
includes, among other things, the adoption of our annual
consolidated financial statements. Shareholders are entitled
to propose items to be put on the agenda of the General
Meeting of Shareholders provided they hold at least 1% of
the issued and outstanding share capital or the shares held
by them represent a market value of at least EUR 50
million. Adoption of such a proposal requires a majority of
votes cast at the General Meeting of Shareholders
representing at least one-third of the issued shares. If this
qualified majority is not achieved but a majority of the votes
exercised was in favor of the proposal, then a second
meeting may be held. In the second meeting, only a majority
of votes exercised, regardless of the number of shares
represented at the meeting (unless the law provides
otherwise), is required to adopt the decision. Proposals
for matters to be included in the agenda for the General
Meeting of Shareholders must be submitted at least 60 days
before the meeting. We may, however, refrain from including
a matter on the agenda if this would prejudice our vital
interests. The General Meeting of Shareholders also is
entitled to approve important decisions regarding the
identity or the character of Ahold including major
acquisitions and divestments.
The Corporate Executive Board may set a record date to
determine that a person may attend and exercise the rights
relating to a General Meeting of Shareholders. Shareholders
registered at that date are entitled to attend and to exercise
the rights of shareholders in respect of such General
Meeting of Shareholders, regardless of a sale of shares
after the record date. Shareholders may be represented
by written proxy.
Ahold is one of the companies participating in the
Shareholder Communication Channel ("Stichting
Communicatiekanaal Aandeelhouders"). We have used the
Shareholder Communication Channel to distribute the
agenda for the annual General Meeting of Shareholders and
a voting instruction form that allows shareholders to grant
power to an independent proxy holder, either by email or
through the internet.
Holders of ADRs will receive notice from the Depositary for
our ADR facility whenever it receives notice of a General
Meeting of Shareholders or solicitation of consents or
proxies of holders of common shares. The Depositary will
provide a statement that the owners of ADRs on the record
date will be entitled to instruct the Depositary as to the
exercise of any voting rights represented by the common
shares underlying their ADRs. If the Depositary does not
receive instructions from any owner, the Depositary will
deem the owner to have instructed the Depositary to give a
discretionary proxy to a person designated by us for these
common shares.
Subject to certain exceptions provided by Dutch law or our
Articles of Association, resolutions are passed by a majority
of the votes cast. A resolution to amend the Articles of
Association that would change the rights vested in the
holders of a particular class of shares requires the prior
approval of a meeting of that particular class. A resolution
to dissolve the Company may be adopted by the General
Meeting of Shareholders following a proposal of the
Corporate Executive Board made with the approval of the
Supervisory Board. Any proposed resolution to wind up the
Company must be disclosed in the notice calling the General
Meeting of Shareholders at which that proposal is to be
considered.
No votes may be cast at a General Meeting of Shareholders
in respect of shares that are held by us or any of our
subsidiaries. These shares are not taken into account for the
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