o www.ahold.com/reports2009
Corporate governance - continued
Shares and shareholders' rights
Governance
General Meeting of Shareholders
Ahold shareholders exercise their rights through annual and extraordinary General
Meetings of Shareholders. Ahold is required to convene an annual General Meeting of
Shareholders in the Netherlands each year, no later than six months following the end of
the Company's financial year. 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, including, among other
things, the adoption of Ahold's annual financial statements. Shareholders are entitled to
propose items for the agenda of the General Meeting of Shareholders provided that they
hold at least 1 percent of the issued share capital or the shares that they hold represent
a market value of at least €50 million. The 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 is required to adopt the proposal, regardless of the
number of shares represented at the meeting (unless the law or Articles of Association
provide otherwise). Proposals for agenda items for the General Meeting of Shareholders
must be submitted at least 60 days prior to the date of the meeting. Ahold may,
however, refrain from including an item on the agenda if to do so would prejudice its
vital interests. The General Meeting of Shareholders is also entitled to vote on 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 whether 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 their rights as shareholders
in relation to the General Meeting of Shareholders, regardless of a sale of shares after the
record date. Shareholders may be represented by written proxy.
Ahold encourages participation in General Meetings of Shareholders; to this end, it
participates in the Shareholder Communication Channel (Stichting Communicatiekanaal
Aandeelhouders) in the Netherlands. Ahold uses The Bank of New York, the Depositary
for Ahold's ADR facility, to enable ADR holders to exercise their voting rights, which are
represented by the common shares underlying the ADRs.
Voting rights
Each common share entitles its holder to cast one vote. Subject to certain exceptions
provided by Dutch law or Ahold's Articles of Association, resolutions are passed by a
majority of votes cast. A resolution to amend the Articles of Association that would change
the rights vested in the holders of a particular class of shares requires the prior approval
of a meeting of that particular class. A resolution to dissolve the Company may be adopted
by the General Meeting of Shareholders following a proposal of the Corporate Executive
Board made with the approval of the Supervisory Board. Any proposed resolution to
wind up the Company must be disclosed in the notice calling the General Meeting of
Shareholders at which that proposal is to be considered.
Neither Ahold nor any of its subsidiaries can cast a vote on any share they hold in the
Company. These shares are not taken into account for the purpose of determining how
many shareholders are represented, or how much of the share capital is represented
at a General Meeting of Shareholders.
