56
Ahold
Annual Report 2011
Groupata glance
Performance
(Governance
Financials
Investors
Corporate governace continued
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 the 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. In addition, local rules may apply to investors.
The following table lists the shareholders on record in the AFM register on February 29, 2012,
that hold an interest of five percent or more in the share capital of the Company.
Shareholder Date of disclosure Capital interest2 Voting rights2
Stichting Administratiekantoor Preferente
Financieringsaandelen Ahold1 January 3, 2008 18.38% 5.87%
ING Groep N.V. April 8, 2008 9.26% 4.92%
BlackRock, Inc. August 9, 2011 0% 4.65%
DeltaFort Beleggingen B.V. August 23, 2007 11.23% 3.82%
1 All of the outstanding cumulative preferred financing shares are held by SAPFAA, for which SAPFAA issued corresponding
depositary receipts to investors that were filed under ING Groep N.V. and DeltaFort Beleggingen B.V.
2 In accordance with the filing requirements the percentages shown include both direct and indirect capital interests and voting
rights and both real and potential capital interests and voting rights. Further details can be found at www.afm.nl.
For details on the number of outstanding shares, see Note 20 to the consolidated financial
statements. For details on capital structure, listings, share performance, and dividend policy in
relation to Ahold's common shares, see Investors.
Articles of Association
Ahold's Articles of Association outline certain of the Company's basic principles relating to
corporate governance and organization. The current text of the Articles of Association is available
at the Trade Register of the Chamber of Commerce and Industry for Amsterdam and on Ahold's
public website at www.ahold.com.
The Articles of Association may be amended by the General Meeting of Shareholders.
A resolution to amend the Articles of Association may be adopted by an absolute majority of
the votes cast upon a proposal of the Corporate Executive Board. If another party makes the
proposal, an absolute majority of votes cast representing at least one-third of the issued share
capital, is required. If this qualified majority is not achieved but a majority of the votes is in favor
of the proposal, then a second meeting may be held. In the second meeting, only a majority of
votes, regardless of the number of shares represented at the meeting, is required. The prior
approval of a meeting of holders of a particular class of shares is required for a proposal to
amend the Articles of Association that makes any change in the rights that vest in the holders
of shares of that particular class.
Auditor
The General Meeting of Shareholders appoints the external auditor. The Audit Committee
recommends to the Supervisory Board the external auditor to be proposed for reappointment by
the General Meeting of Shareholders. In addition, the Audit Committee evaluates and, where
appropriate, recommends the replacement of the external auditors. On April 20, 2011, the
General Meeting of Shareholders appointed Deloitte Accountants B.V. as external auditor for
the Company for the financial year 2011.
