54
Ahold
Annual Report 2011
Groupata glance
Performance
(Governance
Financials
Investors
Corporate governace continued
Dutch law prescribes a record date to be set 28 days prior to the date of the General Meeting of
Shareholders to determine whether a person may attend and exercise the rights relating to the
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 Citibank, the Depositary for the Company'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 may 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 the General Meeting
of Shareholders.
Holders of depositary receipts of cumulative preferred financing shares may attend the General
Meeting of Shareholders. The voting rights on the underlying shares may be exercised by the
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 have been 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 February 29, 2012, the members of the board of SAPFAA are:
Member A: J.H. Ubas, Chairman
Member B: C.W. de Monchy
Member C: H.J. Baeten
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.
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 of control over the Company. The purpose of SAC,
according to its articles of association, 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.
