2 www.ahold.com/reports2008
Corporate governance
Repurchase by Ahold of its own shares
Ahold may acquire fully paid shares of any class in its capital
for a consideration only following authorization by the General
Meeting of Shareholders and subject to certain provisions of
Dutch law and the Company's Articles of Association, if:
Major shareholders
Significant ownership of voting shares
According 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" or
"AFM"), if the acquisition or disposal causes the percentage
of outstanding capital interest or voting rights held by that
person or legal entity to reach, exceed or fall below any of
the following thresholds:
Governance
AHOLD ANNUAL REPORT 2008 35
Upon the issuance of new common shares, holders of Ahold's
common shares have a pre-emptive right to subscribe for
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 to 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 as the corporate body authorized to restrict or
exclude pre-emptive rights for a period not exceeding five years.
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 October 23, 2009.
Shareholders' equity minus the payment required to make
the acquisition is not less than the sum of paid-in and called-
up capital and any reserves required by Dutch law or Ahold's
Articles of Association; and
Ahold and its subsidiaries would not, as a result, hold a
number of shares exceeding an aggregate nominal value of
10 percent of the issued share capital.
The Corporate Executive Board has been authorized to acquire
a number of common shares in the Company or depository
receipts for shares, as permitted within the limits of the law
and the Articles of Association and subject to the approval of
the Supervisory Board. Such acquisition of shares, at the stock
exchange or otherwise, shall take place at a price between par
value and 110 percent of the opening price of the shares at
Euronext Amsterdam by NYSE Euronext on the date of their
acquisition. The authorization takes into account the possibility
to cancel the repurchased shares. This authorization is valid
through October 23, 2009. Ahold may acquire shares in its
capital for no consideration or for the purpose of transferring
these shares to employees through share plans or option plans,
without such authorization.
Ahold is not directly or indirectly owned or controlled by another
corporation or by any government. The Company does not know
of any arrangements that may, at a subsequent date, result in a
change of control, except as described under "Cumulative
preferred shares" above.
5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75%
and 95%.
The obligation to notify the AFM also applies when a percentage
of outstanding capital interest or voting rights held by any
person or legal entity reaches, exceeds or falls below a threshold
as a result of a change in the total outstanding capital or voting
rights of Ahold.
In addition, local rules may apply to investors.
The following table lists the shareholders on record on February
27, 2009 in the AFM register that hold an interest of 5 percent
or more in the share capital of the Company.
Shareholder Date of disclosure Capital interest2 Voting rights2
Stichting Administratiekantoor Preferente Financieringsaandelen Ahold1 January 3, 2008 18.38% 5.87%
ING Groep N.V. April 8, 2008 9.26% 4.92%
DeltaFort Beleggingen B.V. August 23, 2007 11.23% 3.82%
1 All of the outstanding cumulative preferred financing shares are held by SAPFAA, for which SAPFAA issued corresponding depositary receipts to investors that filed
under ING Groep N.V. and DeltaFort Beleggingen B.V.
2 In accordance with the filing requirements the percentages shown include both direct and indirect capital interests and voting rights and both real and potential
capital interests and voting rights. Further details can be obtained at www.afm.nl
