H 146 32 Share-based compensation (continued) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Ahold at a glance Notes to the consolidated financial statements Our strategy Our performance Governan Financials Investors Ahold Annual Report 2013 2013 GRO program rank: 1 2 3 4 5 6 7 8 9 10 11 12 Vice President and up 1 75% 150% 125% 100% 75% 50% 0% 0% 0% 0% 0% 0% Other participants 1 50% 135% 120% 105% 90% 75% 60% 45% 30% 15% 7.5% 0% As of the end of 201 3, Ahold held the second position with respect to the 2009 share grant, the third position for the 2010 grant, the fifth position for the 2011 grant, the fourth position for the 2012 grant and the eighth position for the 201 3 grant. The 2009 share grant's long-term component vests on the day after the publication of the 2013 annual results. The final TSR ranking for this component is the second position (130% for Management Board members and 135% for other participants). The positions with respect to the 2010, 20112012 and 2013 share grants are not an indication of Ahold's final ranking at the end of the performance periods, nor do they provide any information related to the vesting of shares. Upon termination of employment due to retirement, disability or death, the same vesting conditions as described above apply. Upon termination of employment without cause in certain circumstances (e.g., restructuring or divestment), a pro rata part of the granted shares will vest on the date of termination of employment. In addition, a limited number of shares were granted to other ExCo members and other employees in 2013 under a new program. This program consists of unconditional and conditional shares. The unconditional shares vest immediately on the award date. The conditional shares vest in two tranches. Half of the conditional shares vest on the day after the publication of Ahold's full-year results in the first year and half in the second year after the grant. Under this plan, 123,000 shares were granted in 2013, of which 41,000 vested in the same year. At the end of 2013, 82,000 shares were outstanding, of which 41,000 will vest in 2014 and 41,000 in 2015. The following table summarizes the status of the GRO program during 2013 for the individual Management Board members and for all other employees in the aggregate. Outstanding at Outstanding at Minimum Maximum Fair value per the beginning the end number of number of share at the of 2013 Granted1 Vested2 Forfeited of 2013 shares3 shares4 grant date Dick Boer Five-year 2008 grant 52,674 5,267 57,941 8.04 Five-year 2009 grant 54,706 54,706 82,059 7.02 Three-year 2010 grant 33,671 33,671 9.50 Five-year 2010 grant 33,671 33,671 50,506 7.29 Three-year 2011 grant 65,965 65,965 65,965 65,965 8.59 Five-year 2011 grant 65,965 65,965 98,947 6.00 Three-year 2012 grant 73,026 73,026 73,026 73,026 9.23 Five-year 2012 grant 73,026 73,026 109,539 7.81 2013 TSR grant 57,757 - 57,757 101,074 7.76 2013 RoC grant 57,757 - 57,757 86,635 10.52 2013 conditional grant 31,767 31,767 31,767 31,767 10.52 Jeff Carr Three-year 2011 grant 50,388 50,388 50,388 50,388 8.31 Five-year 2011 grant 50,388 50,388 75,582 5.80 Three-year 2012 grant 45,405 - 45,405 45,405 45,405 9.23 Five-year 2012 grant 45,405 - 45,405 68,107 7.81 2013 TSR grant 29,539 - 29,539 51,693 7.76 2013 RoC grant 29,539 - 29,539 44,308 10.52 2013 conditional grant 16,247 16,247 16,247 16,247 10.52

Jaarverslagen | 2013 | | pagina 52