No votes may be exercised on any shares held by Ahold or
its subsidiaries in its capital. An acquisition for consideration
by the Company of shares in its capital of any class must
be approved by resolution of the Corporate Executive Board,
subject to the approval of the Supervisory Board. Shares
in the Company's own capital may only be acquired if
the General Meeting of Shareholders has authorized the
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. Ahold may acquire shares
in its capital for no consideration or for the purpose of
transferring these shares to employees pursuant to share
plans or option plans, without such authorization.
The Corporate Executive Board has been authorized to
acquire shares until and including November 18, 2007,
subject to the approval of the Supervisory Board. As of the
date of this Annual Report, Ahold has not acquired any
shares under this authorization.
Major shareholders
Ahold is not directly or indirectly owned or controlled by
another corporation or by any government. Except as
described under "Cumulative preferred shares" above,
the Company does not know of any arrangements that may,
at a subsequent date, result in a change of control.
Significant ownership of voting shares
Pursuant to the Dutch Financial Markets Supervision Act,
any person or legal entity who, directly or indirectly, acquires
or disposes of an interest in Ahold's capital or voting rights
must immediately give written notice 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 reaches, exceeds or falls
below a certain threshold. There is no obligation to notify a
change if the interest remains between the same thresholds.
The threshold percentages are: 5 percent, 10 percent,
15 percent, 20 percent, 25 percent, 30 percent, 35 percent,
40 percent, 50 percent, 60 percent, 75 percent and
95 percent.
In addition local rules may apply to investors.
Anyone whose capital or voting interest reaches or crosses
the thresholds as a result of a change in the outstanding
capital or voting rights of Ahold must notify the AFM within
four trading days of the publication by the AFM of that
change. Once every calendar year, holders of a 5 percent or
larger interest in capital or voting rights whose interest as
a result of certain acts has changed since their most recent
notification, must notify the AFM thereof within four weeks
after the calendar year.
As of March 21, 2007, except as set forth below, Ahold does
not know of any record-owners of more than 5 percent of
any class of capital interest and/or the related voting rights.
Ahold has reviewed the public notifications on record with
the AFM. The following companies are registered to have
notified the AFM of the following capital interests and
interests in voting rights:
Capital interest
Interest in voting rights
Stichting Administratiekantoor Preferente
Financieringsaandelen Ahold1
December 20, 2006
14.0%
4.4%
DeltaFort Beleggingen B.V.
November 1, 2006
9.2%
3.3%
Capital Research Management Company
November 1, 2006
7.6%
8.9%
ING Groep N.V.
November 1, 2006
6.1%
3.7%
1 All of the outstanding cumulative preferred financing shares are held by SAPFAA, for which SAPFAA issued corresponding depositary receipts to three investors.
In addition, Ahold has reviewed the public filings with the SEC. The following filings were made with the SEC:
Brandes Investment Partners, L.P. filed a Schedule 13G with the SEC, dated February 14, 2007, showing that it owned
210.7 million or 13.4 percent of Ahold's common shares as of December 31, 2006.
Capital Research Management Company filed a Schedule 13G with the SEC, dated February 12, 2007, showing that
it owned 137.3 million or 8.8 percent of Ahold's common shares as of December 29, 2006.
Ahold Annual Report 2006 27
