BsimEiHHta
45
Corporate governance (continued)
3% 5% 10% 15% 20%
25% 30% 40% 50% 60%
75% 95%
Ahold at a glance
Business review
Governance
Cumulative preferred financing shares
All outstanding cumulative preferred financing
shares have been issued to SAPFAA. Holders of
depositary receipts can obtain proxies from SAPFAA.
In accordance with its articles, the board of SAPFAA
consists of three members: one A member, one
B member and one C member. The A member is
appointed by the general meeting of depositary
receipt holders, the B member is appointed by the
Company and the C member is appointed by a
joint resolution of the A member and the B member.
As of February 25, 2015, the members of the board
of SAPFAA are:
As of February 25, 2015, the members of the board
of SAC are:
Member A:
Member B:
Member C:
J.L. van der Giessen
C.W. de Monchy
H.J. Baeten, Chairman
Ahold pays a mandatory annual dividend on
cumulative preferred financing shares, which is
calculated in accordance with the provisions of
article 39.4 of the Company's Articles of Association.
For further details on cumulative preferred financing
shares and the related voting rights, see Note 22 to
the consolidated financial statements.
Cumulative preferred shares
No cumulative preferred shares are currently
outstanding. We entered into an option agreement
with the Dutch foundation Stichting Ahold Continuïteit
(SAC) designed to exercise influence in the event of
a potential change of control over the Company.
The purpose of SAC, according to its articles of
association, is to safeguard the interests of the
Company and all its stakeholders 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.
Name
Principal or former occupation
W.G. van Hassel,
Chairman
G.H.N.L. van Woerkom
J. van den Belt
B. Vree
Former lawyer and
former chairman
Dutch BarAssociation
Former President and
CEO of ANWB
Former CFO Océ
CEO APM Terminals Europe
SAC is independent from the Company. For details
on Ahold's cumulative preferred shares, see Note 20
to the consolidated financial statements.
Issue of additional shares and preemptive rights
Shares may be issued following a resolution by the
General Meeting of Shareholders on a proposal of
the Management Board made with the approval
of the Supervisory Board. The General Meeting of
Shareholders may resolve to delegate this authority
to the Management Board for a period of time not
exceeding five years. A resolution of the General
Meeting of Shareholders to issue shares, or to
authorize the Management Board to do so, is also
subject to the approval of each class of shares whose
rights would be adversely affected by the proposed
issuance or delegation. The General Meeting of
Shareholders approved a delegation of this authority
to the Management Board, relating to the issuance
and or granting of rights to acquire common shares
up to a maximum of 10% of the issued common
shares through October 16, 2015, and subject to
the approval of the Supervisory Board.
Upon the issuance of new common shares, holders
of Ahold's common shares have a preemptive right
to subscribe to common shares in proportion to the
total amount of their existing holdings of Ahold's
common shares. According to the Company's Articles
of Association, this preemptive right does not apply
to any issuance of shares to Ahold associates.
The General Meeting of Shareholders may decide
to restrict or exclude preemptive rights. The General
Meeting of Shareholders may also resolve to
Ahold
Annual Report 2014
designate the Management Board as the corporate
body authorized to restrict or exclude preemptive
rights for a period not exceeding five years.
The General Meeting of Shareholders has delegated
to the Management Board, subject to the approval
of the Supervisory Board, the authority to restrict or
exclude the preemptive rights of holders of common
shares upon the issuance of common shares and or
upon the granting of rights to subscribe for common
shares through October 16, 2015.
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:
1. Shareholders' 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 16, 2015. Ahold may acquire
shares in its capital for no consideration or for the
purpose of transferring these shares to associates
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 Ahold's total outstanding capital or voting rights.
In addition, local rules may apply to investors.
The following table lists the shareholders on record
in the AFM register on February 25, 2015, 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.
The following disclosures were on record in the AFM
register on February 25, 2015, of shareholders that
hold an interest of 3% or more in the share capital of
the Company1.