55
Issue of additional shares and pre-emptive rights
Repurchase by Ahold of its own shares
Major shareholders
Ahold
Annual Report 2011
Groupata glance
Performance
(Governance
Financials
Investors
Corporate governance continued
As of February 29, 2012, the members of the board of SAC are:
Name Principal or former occupation
N.J. Westdijk, Chairman Former CEO of Royal Pakhoed 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.
Shares may be issued following a resolution by the General Meeting of Shareholders on a
proposal of the Corporate Executive Board made 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 20, 2012, and subject to the approval of the Supervisory Board.
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 decide to restrict or exclude pre-emptive rights. The General
Meeting of Shareholders may also resolve to designate 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 20, 2012.
Ahold may only acquire fully paid shares of any class in its capital for a consideration following
authorization by the General Meeting of Shareholders and subject to certain provisions of Dutch
law and the Company's Articles of Association, if:
1Shareholders' 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, will 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 20, 2012. 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.
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.