H KÜ1I3E3 117 20 Equity attributable to common shareholders (continued) Ahold ata glanceOur strategy Our performance j Governance Share-based payments Share-based payments recognized in equity in the amount of €61 million (2012: €53 million) relate to the 2013 GRO share-based compensation expenses of €43 million (2012: €40 million), see Note 32; the stock options exercised of €6 million (2012: €9 million); and the current and deferred income taxes recognized in and transferred from equity relating to share-based compensation of €12 million (2012: €4 million), see Note 10. Cumulative preferred shares The Company's Articles of Association provide for the possible issuance of cumulative preferred shares. The Company believes that its ability to issue this class of shares could prevent, or at least delay, an attempt by a potential bidder to make a hostile takeover bid. Moreover, outside the scope of a public offer, but also in other circumstances, this ability may safeguard the interests of the Company and all stakeholders in the Company and resist influences that might conflict with those interests by affecting the Company's continuity, independence or identity. No cumulative preferred shares were outstanding as of December 29, 2013, or during 2013 and 2012. In March 1989, the Company entered into an agreement with Stichting Ahold Continuïteit (SAC) as amended and restated in April 1 994, March 1997, December 2001and December 2003 (the Option Agreement). Pursuant to the Option Agreement, SAC was granted an option for no consideration to acquire cumulative preferred shares from the Company, from time to time until December 2018, cumulative preferred shares up to a total par value that is equal to the total par value of all issued and outstanding shares of Ahold's share capital, excluding cumulative preferred shares, at the time of exercising the option. In case the authorized share capital of the Company is amended during the term of the option, the Option Agreement provides for a corresponding change of the total par value of cumulative preferred shares under option. The holders of the cumulative preferred shares are entitled to 1,666.67 votes per share and a cumulative dividend expressed as a percentage of the amount called-up and paid-in to purchase the cumulative preferred shares1. The percentage to be applied is the sum of (1the average basic refinancing transaction interest rate as set by the European Central Bank - measured by the number of days during which that rate was in force in the fiscal year over which the dividend is paid - plus 2.1%, and (2) the average interest surcharge rate - measured by the number of days during which that rate was in force in the fiscal year over which the dividend is paid - that would be charged by the largest credit institution in the Netherlands (based on the balance sheet total as of the close of the fiscal year immediately preceding the fiscal year over which the dividend is paid). The minimum percentage to be applied is 5.75%. Subject to limited exceptions, any potential transfer of cumulative preferred shares requires the approval of the Management Board. Cumulative preferred shares can only be issued in a registered form. The Company may stipulate that only 25% of the par value will be paid upon subscription to cumulative preferred shares until payment in full is later required by the Company. SAC would then only be entitled to a market-based interest return on its investment. SAC is a foundation organized under the laws of the Netherlands. Its statutory purpose 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. In the case of liquidation, the SAC board of directors will decide on the use of any remaining residual assets. The SAC board of directors has three members, who are appointed by the board of SAC itself. Legal reserves In accordance with the Dutch Civil Code and statutory requirements in other countries, legal reserves have to be established in certain circumstances. Legal reserves are not available for distribution to the Company's shareholders. The currency translation reserve, cash flow hedging reserve and other reserves include non-distributable amounts. Of the total equity as per December 29, 2013, of €6,520 million, an amount of €513 million is non-distributable (December 30, 2012 as restated: €644 million out of total equity of €5,146 million). See Note 7 to the parent company financial statements for more detail on the legal reserves. Finandals Investors Ahold Annual Report 2013 Notes to the consolidated financial statements 1 If the articles of association are amended in accordance with the amendments that have been proposed and accepted at the Extraordinary General Meeting of January 21, 2014, the new nominal value of the ordinary shares and the cumulative preferred financing shares will be €0.01. The nominal value of the cumulative preferred shares will remain to be €500.00. The holders of cumulative preferred shares will, as of the date of amendment, be entitled to 50,000 votes per share and a cumulative dividend expressed as a percentage of the amount called-up and paid-in to purchase the cumulative preferred shares.

Jaarverslagen | 2013 | | pagina 20