Corporate governance
Major shareholders
Significant ownership of voting shares
Percentage ranges applying to Dutch statutory
disclosure requirements
Further provisions of our Articles of Association
Description of the objects of Ahold
Liquidation
required by the General Rules for the Euronext Amsterdam
Stock Market. For details on our cumulative preferred
shares, see Note 23 to our consolidated financial statements
included in this annual report.
We are not directly or indirectly owned or controlled by
another corporation or by any government. Except as
described under "Cumulative preferred shares" above, we
do not know of any arrangements that may, at a subsequent
date, result in a change in our control.
Pursuant to the Dutch Disclosure Act, any person or legal
entity 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,
to the Netherlands Authority for the Financial Markets
("Autoriteit Financiële Markten") (the "AFM"), if, as a result
of that acquisition or disposal, the percentage of capital
interest or voting rights held by that person or legal entity
falls within a different percentage range than the percentage
range applicable to the capital interest or voting rights
which that person or legal entity held prior to the acquisition
or disposal. There is no obligation to notify us of a change
if the interest remains within one of the ranges specified
below, or the change is not a result of an action by the
investor. The table below shows percentage ranges referred
to in the Disclosure Act. In addition local rules may apply
to investors.
DISCLOSURE ACT 1996
As of March 28, 2006, 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 rights. All of the
issued and outstanding cumulative preferred financing
shares are held by the Administratiekantoor.
The Administratiekantoor issued corresponding depositary
receipts to four investors.
We have reviewed public notifications on record with the
AFM. We have also reviewed the public filings with the SEC.
The following filings were made:
DeltaFort Beleggingen I B.V. is registered to have notified
the AFM that as per December 17, 2003 it held a capital
interest of 9.5% and an interest in voting rights of 0.78%.
Capital Research Management filed a Schedule 13G
with the SEC, dated February 10, 2006, showing that it
owned 140 million, or 9.0%, of our common shares as
per December 30, 2005.
Brandes Investment Partners, L.P. filed a Schedule 13G
with the SEC, dated February 14, 2006, showing that it
owned 213.7 million or 13.7% of our common shares as
per December 31, 2005.
Below we set out two further provisions of our Articles
of Association with respect to the objects of Ahold and
provisions on the dissolution and liquidation of Ahold.
Our objectives pursuant to article 2 of our Articles of
Association are "to promote or join others in promoting
companies and enterprises, to participate in companies and
enterprises, to finance including the giving of guarantees
and acting as surety for the benefit of third parties as
security for liabilities of companies and enterprises with
which the Company is joined in a group or in which the
Company owns an interest or with which the Company
collaborates in any other way, to conduct the management
of and to operate companies engaged in the wholesale and
retail trade in consumer and utility products and companies
that produce such products, to operate restaurants and
companies engaged in rendering public services, including
all acts and things which relate or may be conducive thereto
in the broadest sense, as well as to promote, to participate
in, to conduct the management of and, as the case may be,
to operate businesses of any other kind."
In the event of our dissolution and liquidation, the surplus
assets remaining after satisfaction of all our debts will be
distributed in accordance with the provisions of Dutch law
and our Articles of Association in the following order:
1. to the holders of cumulative preferred shares, the
nominal amount or the amount paid thereon, if lower,
as well as any dividends in arrears and dividends over
the current dividend period until the date of payment
of liquidation proceeds;
2. to the holders of cumulative preferred financing shares,
the nominal amount and share premium paid on these
shares, as well as any dividends in arrears and
0% 5% (no notification required)
5% 10%
10% 25%
25% 50%
50% 66.7%
66.7% or more
34
