Notes to the consolidated financial statements 132 32 Share-based compensation (continued) - - Ahold at a glance Business review Governance Financials Ahold Annual Report 2014 Outstanding at the beginning of 2014 Granted1 Vested2 Forfeited Outstanding at the end of 2014 Minimum number of shares3 Maximum number of shares4 Fair value per share at the grant date Lodewijk Hijmans van den Bergh6 Five-year 2010 grant 30,472 30,472 45,708 7.29 Three-year 2011 grant 34,902 34,902 8.59 Five-year 2011 grant 34,902 34,902 52,353 6.00 Three-year 2012 grant 40,108 40,108 40,108 40,108 9.23 Five-year 2012 grant 40,108 40,108 60,162 7.81 2013 TSR grant 25,817 25,817 45,179 7.76 2013 RoC grant 25,817 25,817 38,725 10.52 2013 conditional grant 14,200 14,200 14,200 14,200 10.52 2014 TSR grant 20,354 20,354 35,619 11.20 2014 RoC grant 20,354 20,354 30,531 12.40 2014 conditional grant 18,115 18,115 18,115 18,115 12.40 James McCann Three-year 2011 grant 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 grant5 38,505 3,642 42,147 73,757 7.76 2013 RoC grant5 38,505 3,642 42,147 63,220 10.52 2013 conditional grant5 21,178 4,007 17,171 17,171 17,171 10.52 2014 TSR grant 33,229 33,229 58,150 11.20 2014 RoC grant 33,229 33,229 49,843 12.40 2014 conditional grant 21,907 21,907 21,907 21,907 12.40 Subtotal Management Board members 1,316,651 385,494 272,760 10,017 1,419,368 372,108 2,015,181 ie minimum number of shares that could potentially ie minimum number of shares that could potentially vest equals 1 Represents the number of shares originally granted for the 2014 grant. For the five-year 2009 grant, the number of shares allocated in 2014 represents the additional number of shares allocated based on the final TSR ranking. 2 The vesting date of the five-year 2009 grant and the three-year 2011 grant was on April 17, 2014. The Euronext closing share price was €14.00 on April 17, 2014. 3 For the three-year grants under the 2006-2012 GRO program and the conditional shares under the 2013-2014 GRO program, the minimum number of shares that could potentially vest equals the number of outstanding shares. For the five-year grants, vest would be nil if Ahold's ranking was eight or lower. For the 2013 and 2014 TSR grants, the minimum number of shares that could potentially vest would be nil if Ahold's ranking was seventh or lower. For the 2013 and 2014 RoC grants, nil (as explained in the section Main characteristics above). 4 For the three-year grants under the 2006-2012 GRO program and the conditional shares under the 2013-2014 GRO program, the maximum number of shares that could potentially vest equals the number of outstanding shares. For the five-year grants, the maximum number of shares that could potentially vest equals 150% of outstanding shares if Ahold's ranking is one. For the 2013 and 2014 TSR grants, the maximum number of shares that could potentially vest equals 175% of outstanding shares if Ahold's ranking is one. For the 2013 and 2014 RoC grants, the maximum number of shares that could potentially vest equals 150% of outstanding shares (as explained in the section Main characteristics above). 5 The shares granted and forfeited for the 2013 grants for Dick Boer and James McCann represent a correction to the original grant. 6 In accordance with the GRO plan rules and his separation agreement (also refer to Note 3!) a pro rata part of the outstanding shares will vest for Lodewijk Hijmans van den Bergh on the date of termination of employment.

Jaarverslagen | 2014 | | pagina 37