Repurchase by Ahold of its own shares
Cumulative preferred financing shares
Cumulative preferred shares
purpose of determining how many shareholders are voting
and are represented, or how much of the share capital is
represented at a General Meeting of Shareholders. There are
no limitations, either under Dutch law or in our Articles of
Association, on the right of non-residents of the Netherlands
or foreign owners to hold or vote our common shares.
Each of our common shares is entitled to one vote. Holders
of depositary receipts with respect to our cumulative
preferred financing shares may attend the General Meeting
of Shareholders. The voting rights on the underlying shares
may be exercised by Stichting Administratiekantoor
Preferente Financierings Aandelen Ahold (the "Administratie
kantoor"), a foundation organized under the laws of the
Netherlands in the manner described in Note 28 to our
consolidated financial statements included in this annual
report.
We may acquire fully paid shares of any class in our capital
for no consideration at any time or, subject to certain
provisions of Dutch law and our Articles of Association, if:
1. our shareholders' equity less the payment required to
make the acquisition does not fall below the sum of
paid-in and called-up capital and any reserves required
by Dutch law or our Articles of Association; and
2. we and our subsidiaries would thereafter not hold
shares with an aggregate nominal value exceeding 10%
of our issued share capital.
Any shares held by us or our subsidiaries in our own capital
may not be voted. An acquisition by us of shares in our
capital of any class must be approved by resolution of our
Corporate Executive Board, subject to the approval of our
Supervisory Board. Shares in our own capital may only be
acquired if the General Meeting of Shareholders has
authorized our Corporate Executive Board to do so. Such
authority may apply for a maximum period of 18 months
and must specify the number of shares that may be
acquired, the manner in which shares may be acquired and
the price limits within which shares may be acquired. No
such authority is required for the acquisition by us of fully
paid shares in our own capital for the purpose of transferring
these shares to our employees or employees of a group
company pursuant to our share plans or option plans,
provided the shares are quoted in the official price list of a
stock exchange. Our Corporate Executive Board has been
authorized to acquire shares through November 18, 2006,
subject to the approval of our Supervisory Board. As of the
date of this annual report, we have not acquired any shares
under this authorization.
All outstanding cumulative preferred financing shares have
been issued to the Administratiekantoor. The purpose of the
Administratiekantoor is, among other things, to acquire and
hold cumulative preferred financing shares against the issue
of depositary receipts, as well as to exercise all voting rights
attached to these shares. Holders of depositary receipts can
obtain proxies from the Administratiekantoor. Pursuant to its
articles of association, the board of the Administratiekantoor
consists of three members: one A member, one B member
and one C member.
The A member is appointed by the general meeting of
depositary receipt holders, the B member is appointed by
the Company and the C member is appointed by a joint
resolution of the A member and the B member. As of
March 28, 2006, the members of the board of the
Administratiekantoor were:
Member A:
J.H. Ubas, Chairman
Member B:
W.A. Koudijs
Member C:
C.W.H. Brüggemann
We pay a mandatory annual dividend on our cumulative
preferred financing shares, which is calculated in
accordance with the provisions of article 39.4 of our Articles
of Association. For further details on our cumulative
preferred financing shares and the voting rights attached
thereto, see Note 28 to our consolidated financial
statements included in this annual report.
No cumulative preferred shares are currently outstanding.
We entered into an option agreement with Stichting Ahold
Continuïteit ("SAC") designed to exercise influence with
respect to a potential change in control over us. SAC is a
Dutch foundation whose statutory purpose is to enhance our
continuity, independence and identity in case of a hostile
takeover attempt. As of March 28, 2006, the members of
the board of SAC were:
Name
Principal or former occupation
N.J. Westdijk, Chairman
Former CEO of Royal
Pakhoed N.V.
M. Arentsen
Former CFO of CSM N.V.
G.H.N.L. van Woerkom
Chairman of ANWB
W.G. van Hassel
Former lawyer/former chairman
Dutch Bar Association
The members of the Corporate Executive Board and the
members of the board of SAC declare that they are jointly of
the opinion that SAC is independent of the Company as
AHOLD ANNUAL REPORT 2005 33
