Shares and shareholders' rights
For details on the number of outstanding shares, see
Note 23 to the consolidated financial statements included
in this Annual Report. For details on listings, share
performance, and dividend policy with respect to Ahold's
common shares, see the "Investor relations" section.
Issue of additional shares and pre-emptive rights
Shares may be issued pursuant to a resolution of the General
Meeting of Shareholders upon a proposal of the Corporate
Executive Board with the approval of the Supervisory Board.
The General Meeting of Shareholders may resolve to
delegate this authority to the Corporate Executive Board for
a period not exceeding five years. A resolution of the General
Meeting of Shareholders to issue shares or to authorize the
Corporate Executive Board to do so is subject also to the
approval of each class of shares whose rights would be
adversely affected by the proposed issuance or delegation.
The General Meeting of Shareholders has delegated this
authority to the Corporate Executive Board, subject to
the approval of the Supervisory Board until and including
November 18, 2007 with respect to the issuance and/or
granting of rights to acquire common shares up to a
maximum of 10 percent of the outstanding common shares.
Holders of common shares have a pre-emptive right to
purchase common shares upon the issue of new common
shares in proportion to the aggregate amount of their existing
holdings of Ahold's common shares. According to the
Company's Articles of Association, this pre-emptive right
does not apply in respect of any issuance of shares to
employees of Ahold. The General Meeting of Shareholders
may resolve to restrict or exclude pre-emptive rights. The
General Meeting of 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 until and including November 18, 2007.
General Meeting of Shareholders
Ahold 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, Ahold
is 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 percent
of the issued share capital. The agenda for the annual
General Meeting of Shareholders must contain certain
matters as specified in Ahold's Articles of Association
and under Dutch law. This includes, among other things,
the adoption of Ahold's annual 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 percent of the issued 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 day of the meeting. Ahold may, however, refrain from
including a matter on the agenda if this would prejudice
its vital interests. The General Meeting of Shareholders is
also 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"). The Company has
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 mail
or via the internet.
Holders of ADRs will receive notice from The Bank of
New York, the Depositary for Ahold's 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 Ahold for these common shares.
Ahold Annual Report 2006 25
