Corporate governance - continued
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Holders of depositary receipts of cumulative preferred financing shares may attend the 2
General Meeting of Shareholders. The voting rights on the underlying shares may be
exercised by Stichting Administratiekantoor Preferente Financierings Aandelen Ahold
(SAPFAA), a foundation organized under the laws of the Netherlands.
Cumulative preferred financing shares
All outstanding cumulative preferred financing shares were issued to SAPFAA. Holders
of depositary receipts can obtain proxies from SAPFAA. In accordance with its articles,
the board of SAPFAA consists of three members: one A member, one B member and
one C member.
The A member is appointed by the general meeting of depositary receipt holders, the B
member is appointed by the Company and the C member is appointed by a joint resolution
of the A member and the B member. As of March 3, 2010, the members of the board of
SAPFAA are:
Member A
Member B
Member C
J.H. Ubas, Chairman
W.A. Koudijs
Vacancy
Ahold pays a mandatory annual dividend on cumulative preferred financing shares, which
is calculated in accordance with the provisions of article 39.4 of the Company's Articles
of Association. For further details on cumulative preferred financing shares and the related
voting rights, see Note 22 to the consolidated financial statements in this Annual Report.
Cumulative preferred shares
No cumulative preferred shares are currently outstanding. Ahold entered into an option
agreement with the Dutch foundation Stichting Ahold Continuïteit (SAC) designed to
exercise influence in the event of a potential change in control over the Company.
The purpose of SAC, according to its articles, 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. As of March 3, 2010, the members of the board of SAC are:
Name Principal or former occupation
N.J. Westdijk, Chairman Former CEO of Royal Pakhoed N.V.
M. Arentsen Former CFO of CSM N.V.
G.H.N.L. van Woerkom President CEO of ANWB
W.G. van Hassel Former lawyer and former chairman Dutch Bar Association
SAC is independent from the Company. For details on Ahold's cumulative preferred shares,
see Note 20 to the consolidated financial statements in this Annual Report.
Issue of additional shares and pre-emptive rights
Shares may be issued pursuant to a resolution by the General Meeting of Shareholders
upon a proposal of the Corporate Executive Board and with the approval of the Supervisory
Board. The General Meeting of Shareholders may resolve to delegate this authority to the
Corporate Executive Board for a period of time not exceeding five years. A resolution of the
General Meeting of Shareholders to issue shares, or to authorize the Corporate Executive
Board to do so, is also subject to the approval of each class of shares whose rights would
be adversely affected by the proposed issuance or delegation. The General Meeting of
Shareholders approved a delegation of this authority to the Corporate Executive Board,
relating to the issuance and/or granting of rights to acquire common shares up to a
maximum of 10 percent of the issued common shares through October 28, 2010 and
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Ahold Annual Report 2009 41
