o www.ahold.com/reports2009
Notes to the consolidated financial statements
20 Equity attributable to common shareholders - continued
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-
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Financials
Common shares and additional paid-in capital
Changes in the number of common shares and the number of treasury shares were as follows:
Number of common Number of Number of
shares issued and treasury shares common shares
fully paid (x 1,000) (x 1,000) outstanding (x 1,000)
Balance as of December 30, 2007
1,268,315
96,393
1,171,922
Retirement of treasury shares
(76,427)
(76,427)
Share-based payments
(4,763)
4,763
Balance as of December 28, 2008
1,191,888
15,203
1,176,685
Share-based payments
(4,529)
4,529
Balance as of January 3, 2010
1,191,888
10,674
1,181,214
Dividends on common shares
On April 28, 2009 Ahold's shareholders approved the payment of a dividend of €0.18 per common share (€212 million in the aggregate),
which was paid on May 18, 2009. With respect to the current year, the Corporate Executive Board, with the approval of the Supervisory
Board, proposes that a dividend of €0.23 per common share (€272 million in the aggregate) be paid in 2010 with respect to 2009.
This dividend is subject to approval by the General Meeting of Shareholders and has not been included as a liability on the consolidated
balance sheet as of January 3, 2010. The payment of this dividend will not have income tax consequences for the Company.
Cumulative preferred shares
The Company's Articles of Association provide for the possible issuance of cumulative preferred shares. The Company believes that its
ability to issue this class of shares could prevent, or at least delay, an attempt by a potential bidder to make a hostile takeover bid. In this
respect, but also in other circumstances, this ability may safeguard the interests of the Company and all stakeholders in the Company and
resist influences that might conflict with those interests by affecting the Company's continuity, independence or identity. No cumulative
preferred shares were outstanding as of January 3, 2010 or during 2009 and 2008.
In March 1989, the Company entered into an agreement with Stichting Ahold Continuïteit ("SAC") as amended and restated in April 1994,
March 1997, December 2001 and December 2003 (the "Option Agreement"). Pursuant to the Option Agreement, SAC was granted an
option, without payment, to acquire from the Company, from time to time until December 2016, cumulative preferred shares up to a total
par value that is equal to the total par value of all issued and outstanding shares of Ahold's share capital, excluding cumulative preferred
shares, at the time of exercising the option. The Option Agreement provides for an increase of the total par value of cumulative preferred
shares under option, taking into account the new, increased authorized share capital. The holders of the cumulative preferred shares are
entitled to 1,666.67 votes per share and a cumulative dividend expressed as a percentage of the amount called-up and paid-in to
purchase the cumulative preferred shares. The percentage to be applied is the sum of (1) the average basic refinancing transaction
interest rate as set by the European Central Bank - measured by the number of days during which that rate was in force in the fiscal year
over which the dividend is paid - plus 2.1 percent, and (2) the average interest surcharge rate - measured by the number of days during
which that rate was in force in the fiscal year over which the dividend is paid - that would be charged by the largest credit institution in the
Netherlands (based on balance sheet total as at the close of the fiscal year immediately preceding the fiscal year over which the dividend
is paid). The minimum percentage to be applied is 5.75 percent. Subject to limited exceptions, any potential transfer of cumulative
preferred shares requires the approval of the Corporate Executive Board. Cumulative preferred shares can only be issued in a registered
form. The Company may stipulate that only 25 percent of the par value will be paid upon subscription to cumulative preferred shares until
payment in full is later required by the Company. SAC would then only be entitled to a market-based interest return on its investment.
SAC is a foundation organized under the laws of the Netherlands. Its statutory purpose is to safeguard the interests of the Company
and all stakeholders in the Company and to resist to the best of its ability influences that might conflict with those interests by affecting
the Company's continuity, independence or identity. In the case of liquidation, the SAC board of directors will decide on the use of any
remaining residual assets. The SAC board of directors has four members. The members are appointed by the board of SAC itself.
Legal reserves
In accordance with the Netherlands Civil Code and statutory requirements in other countries, legal reserves have to be established in
certain circumstances. The currency translation reserve and cash flow hedging reserve are both legal reserves. The other legal reserves
primarily consist of the cumulative share in income of joint ventures and associates less dividends received and adjusted for any direct
equity movements of joint ventures and associates. Legal reserves are not available for distribution to the Company's shareholders. If the
currency translation reserve or the cash flow hedging reserve has a negative balance, distributions to the Company's shareholders are
restricted to the extent of the negative balance.
Ahold Annual Report 2009 84
