H
rifilUE3
56
Corporate governance (continued)
3% 5% 10% 15% 20%
25% 30% 40% 50% 60%
75% 95%
Ahold at a glance
Our strategy
Our performance
Governance
Financials
Investors
Ahold Annual Report 2013
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 Management 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, 2014. 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:
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 26, 2014, that hold
an interest of 3% or more in the share capital of
the Company.
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
E? 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 Management 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, 2013, the
General Meeting of Shareholders appointed
PricewaterhouseCoopers Accountants N.V
as external auditor for the Company for the financial
year 2013.
Shareholder
Date of disclosure
Capital interest2
Voting rights2
Blackrock, Inc
February 17, 2014
2.99%
4.46%
Silchester International Investors LLP
September 18, 2013
3.00%
3.52%
Deutsche Bank AG
July 2, 2013
3.63%
4.26%
Mondrian Investment Partners Limited
September 27, 2012
4.26%
4.99%
Stichting Administratiekantoor Preferente
Financieringsaandelen Ahold1
July 13, 2012
20.19%
6.55%
ING Groep N.V.1
April 8, 2008
9.26%
4.92%
DeltaFort Beleggingen B.V.1
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 depository
receipts to investors that were filed under ING Group N.V. and DeltaFort Beleggingen B.V. The interest on record for ING Groep N.V.
and DeltaFort Beleggingen B.V. includes both the direct and real interest from the common shares as well as the indirect and or potential
interest from the depository receipts. Further details can be found on www.afm.nl.
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.
