Corporate governance (continued)
Ahold Annual Report 2012 63
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
Repurchase by Ahold of its own shares
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% 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% 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 17, 2013. 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.
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 27, 2013, that hold an interest of 5% or more in the share
capital of the Company.
Shareholder
Date of
disclosure
Capital
interest2
Voting
rights2
Stichting Administratiekantoor
Preferente Financieringsaandelen
Ahold1
July 13,
2012
20.19%
6.55%
ING Groep N.V.
April 8,
2008
9.26%
4.92%
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 ca pita I interests and voting rights and both real and potential capital interests and
voting rights. Further details can be found at L? 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 []J 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 (re)appointment by the General
Meeting of Shareholders. In addition, the Audit Committee evaluates
and, where appropriate, recommends the replacement of the external
auditors. On April 17, 2012, the General Meeting of Shareholders
appointed Deloitte Accountants B.V. as external auditor for the
Company for the financial year 2012. On April 17, 2013, the
Supervisory Board will recommend to the General Meeting of
Shareholders to appoint PricewaterhouseCoopers Accountants N.V
as external auditor for the Company for the financial year 2013.