Notes to the consolidated financial statements 5 Assets held for sale and discontinued operations continued - 31 www.ahold.com/reports2008 Financial statements AHOLD ANNUAL REPORT 2008 60 As part of the transaction, Ahold acquired preference shares for EUR 50 million, carrying a fixed cumulative dividend of 6.5 percent per year, representing a 20 percent indirect interest in Schuitema. The preference shares are presented in the consolidated balance sheet as a loan receivable within other non-current financial assets. Ahold, as holder of these preference shares, has to give its prior approval in case Schuitema acquires, is acquired by or merges with a Dutch food retailer with a substantial number of food retail stores in the Netherlands. Ahold cannot exercise this right if Schuitema offers it a number of stores, selected by Schuitema, based upon certain agreed objective principles. The purchase price for stores offered to Ahold is to be established on an arm's-length basis and to be agreed upon at the moment Ahold purchases such stores. This arrangement lapses on April 22, 2011 or, if sooner, once Ahold has agreed to purchase a maximum number of stores in one or more transactions. Upon termination of this arrangement, Ahold can sell and Schuitema's majority shareholder can acquire Ahold's preference shares at cost plus accrued dividends. The intangible asset represented by the rights attached to Ahold's preference shares as described above has not been recognized in the consolidated balance sheet, because it is uncertain that Ahold will obtain future economic benefits attributable to these rights and because it is not possible to reliably measure the cost of these rights. 2007 divestments On December 4, 2006, Ahold announced it had reached an agreement on the divestment of its retail operations in Poland to Carrefour. The transaction was completed on July 2, 2007 and was valued at EUR 375 million, consisting of cash consideration and assumed debt. On May 2, 2007, Ahold announced it had reached an agreement on the sale of U.S. Foodservice to Clayton, Dubilier Rice and Kohlberg Kravis Roberts for a purchase price of USD 7.1 billion (EUR 5.2 billion). Shareholder approval for the transaction was obtained at an Extraordinary General Meeting held on June 19, 2007 and the transaction closed on July 3, 2007. On October 11, 2007, Ahold announced it had reached an agreement on the sale of Tops Markets to Morgan Stanley Private Equity in a transaction valued at USD 310 million (EUR 219 million). The transaction closed on December 3, 2007. The adjustments to the result on divestment in 2008 for U.S. Foodservice and Tops were primarily related to income taxes and for Poland were primarily related to purchase price adjustments. The following table presents the reconciliation between cash received and result on divestments of discontinued operations: million 2008 2007 Cash received (net of cash divested of EUR 16 million and EUR 288 million, respectively) 321 5,435 Net assets divested (173) (3,441) Changes in accounts receivable/payable - net 11 (49) Cumulative exchange rate differences transferred from equity 120 Income taxes 19 (26) Result on divestments of discontinued operations 178 2,039

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