External Audit
presented the Management Report,
the report of the Statutory Auditor and
the consolidated annual accounts.
The Ordinary General Meeting then
approved the non-consolidated stat
utory annual accounts of fiscal year
2011 and discharged the Company's
directors and the Statutory Auditor
of liability for their mandate during
2011. The Ordinary General Meeting
decided to appoint Ms. Shari L. Bal-
lard as director for a term of three
years, and to renew the director's
mandate of Mr. Pierre-Olivier Beckers
and Mr. Didier Smits for a term of three
years, and Ms. Claire H. Babrowski
for a term of four years. The Ordinary
General Meeting acknowledged Ms.
Claire H. Babrowski and Ms. Shari
L. Ballard as independent directors
under the Belgian Companies Code.
Additionally, the Ordinary General
Meeting approved (i) the company's
remuneration report, (ii) the Delhaize
Group 2012 U.S. Stock Incentive Plan
and the Delhaize America, LLC 2012
Restricted Stock Unit Plan and their
related vesting periods, (iii) a change
of control provision set out in those
incentive plans, and (iv) a provision
allowing for early redemption upon
a change of control of the Company
to be provided to bondholders and/
or noteholders in certain transactions
the Company might enter into prior to
the next Ordinary General Meeting.
During the Extraordinary General
Meeting, the shareholders renewed
the power of the Board of Directors
for five years to increase the Com
pany's share capital.
The minutes of the Ordinary and
Extraordinary General Meeting of
May 24, 2012, including the voting
results, are available on the Compa
ny's website together with all other
relevant documents relating to such
meeting.
Shareholder Structure and
Ownership Reporting
Pursuant to the legal provisions in
force and the Articles of Associa
tion of the Company, any person or
legal entity (hereinafter a "person")
which owns or acquires (directly or
indirectly, by ownership of American
Depositary Shares ("ADSs") or other-
wise) shares or other securities of
the Company granting voting rights
(representing the share capital or
not) must disclose to the Company
and to the Belgian Financial Services
and Markets Authority ("FSMA") the
number of securities that such per
son owns, alone or jointly, when
its voting rights amount to three
percent or more of the total exist
ing voting rights of the Company.
Such person must make the same
type of disclosure in case of trans
fer or acquisition of additional vot
ing right securities when its voting
rights reach five percent, 10 percent,
and so on by blocks of five percent,
or when the voting rights fall below
one of these thresholds.
The same disclosure requirement
applies if a person transfers the
direct or indirect control of a cor
poration or other legal entity which
owns itself at least three percent of
the voting rights of the Company.
Furthermore, if as a result of events
changing the breakdown of voting
rights, the percentage of the vot
ing rights reaches, exceeds or falls
below any of the above thresholds,
a disclosure is required even when
no acquisition or disposal of securi
ties has occurred (e.g., as a result
of a capital increase or a capital
decrease). Finally, a disclosure is
also required when persons act
ing in concert enter into, modify or
terminate their agreement which
results in their voting rights reach
ing, exceeding or falling below any
of the above thresholds.
The disclosure statements must be
addressed to the FSMA and to the
Company at the latest the fourth
trading day following the day on
which the circumstance giving rise
to the disclosure occurred. Unless
otherwise provided by law, a share
holder shall be allowed to vote at
a general meeting of shareholders
of the Company only with the num
ber of securities it validly disclosed
20 days, at the latest, before such
meeting.
Delhaize Group is not aware of
the existence of any shareholders'
agreement with respect to the vot-
ing rights pertaining to the securities
of the Company.
With the exception of the sharehold
ers identified in the table below, no
shareholder or group of sharehold
ers had declared as of December
31, 2012 holdings of at least 3% of
the outstanding voting rights of
Delhaize Group.
Rebelco SA (subsidiary of Sofina SA)
4.04%
Citibank, N.A.
10.62%
BlackRock Group
4.00%
Silchester International Investors LLP
1005%
(1) Citibank, N.A. has succeeded The Bank of New York
Mellon as Depositary for the American Depositary
Receipts program of Delhaize Group as of February
18, 2009. Citibank, N.A. exercises the voting rights
attached to such shares in compliance with the
Deposit Agreement that provides among others
that Citibank, N.A. may vote such shares only in
accordance with the voting instructions it receives
from the holders of American Depositary Shares.
On December 31, 2012, the directors
and the Company's Executive Man
agement owned as a group 725,700
ordinary shares and ADSs of Del-
haize Group SA combined, which
represented approximately 0.71%
of the total number of outstanding
shares of the Company as of that
date. On December 31, 2012, the
Company's Executive Management
owned as a group 1,187,576 stock
options, warrants and restricted
stock units representing an equal
number of existing or new ordinary
shares or ADSs of the Company.
The external audit of Delhaize
Group SA is conducted by Deloitte
Reviseurs d'Entreprises/Bedrijfsre-
visoren, Registered Auditors, repre
sented by Mr. Michel Denayer, until
the Ordinary General Meeting in
2014.
Certification of Accounts 2012
In 2013, the Statutory Auditor has
certified that the statutory annual
accounts and the consolidated
annual accounts of the Company,
prepared in accordance with legal
and regulatory requirements appli
cable in Belgium, for the year ended
December 31, 2012, give a true and
DELHAIZE GROUP ANNUAL REPORT '12 45
