I II BsimEiHHta Remuneration 57 Ahold's remuneration policy is prepared in accordance with the Dutch Corporate Governance Code and was adopted at the General Meeting of Shareholders on April 17, 2013. Remuneration policy Total Direct Compensation million Benchmark Base salary million Ahold at a glance I Business review I Governance I Financials I Investors Ahold's remuneration policy aims to attract, motivate and retain the best-qualified workforce, in a cost- effective way. The policy is reviewed annually. The current policy, which was adjusted to be simpler and more transparent than the previous policy, was submitted and approved in the 2013 annual General Meeting of Shareholders. It aligns with our Reshaping Retail strategy and better supports the Company's pay-for-performance culture, Further details on the Management Board members' employment agreements, individual remuneration, pension, shares, and other interests in Ahold are outlined in Notes 31 and 32 to the consolidated financial statements, Three elements of remuneration - a base salary, an annual cash incentive and a long-term equity-based component - are collectively referred to as Total Direct Compensation, Although an important component of the overall remuneration package, the pension benefit is not part of Total Direct Compensation. Further details on Ahold's pension benefit are outlined in the chapter Pensions and other contract terms. Total Direct Compensation CEO CFO CCGC COO Global Reward Opportunity (GRO)2 ExCo Incentive Plan1 Base salary 2014 1 Bonuses represent at - target opportunity. 2 "GRO" represents the at - target value award. Ahold Annual Report 2014 The competitiveness of the Management Board remuneration is benchmarked annually, The remuneration packages are benchmarked against the same peer group used to benchmark the performance of Ahold (see table below). Wal-Mart Stores Costco Supervalu Carrefour Kroger Delhaize Group Metro Target Staples Tesco Safeway The level of the base salary of the members of the ExCo is derived from the benchmarking of Total Direct Compensation. Adjustment of the base salary is at the discretion of the Supervisory Board. The peer group reflects Ahold's geographic operating areas and the markets most relevant to the recruitment and retention of top management. In addition, AEX market practice in the Netherlands is also taken into consideration. In addition to the level of overall remuneration, Ahold evaluates the composition of the Total Direct Compensation, including the risk prof le and the level of fixed (base salary) and variable (annual and long-term incentives) components, on an annual basis. The target Total Direct Compensation level is typically around the median of the peer group. In anticipation of potential changes to the peer group due to de-listing, mergers and or other extraordinary circumstances, the Supervisory Board has defined a short list with substitutes. At the Supervisory Board's discretion, companies in the main peer group can be replaced by companies from the substitute list. In general, geographical spread is leading so, if a U.S.-based peer drops out, it is replaced by a U.S.-based company from the substitute list. For benchmarking purposes, from 2015 onwards, Casino will be the substitute for Safeway in the Ahold peer group. For relative TSR measurement, this substitution comes into effect for all unvested and to-be-granted GRO performance shares. Base salary 0.8 0.2 CEO Base salary 2012 Base salary 2013 Base salary 2014 CFO CCGC COO

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