Corporate governance - continued
Governance o www.ahold.com/reports2009
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subject to the approval of the Supervisory Board. 2
Upon the issuance of new common shares, holders of Ahold's common shares have a
pre-emptive right to subscribe to common shares in proportion to the total 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 to the Corporate Executive Board, subject to approval of
the Supervisory Board, 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 through October 28, 2010.
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:
1. 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
2. Ahold and its subsidiaries would not, as a result, hold a number of shares exceeding
a total 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 28, 2010. 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.
Major shareholders
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.
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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:
5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.
The obligation to notify the AFM also applies when such percentage of capital interest
or voting rights referred to above changes as a result of a change in the total outstanding
capital or voting rights of Ahold.
Ahold Annual Report 2009 42