Disclosure Policy
Compliance with the Belgian
Governance Code
Undertakings upon Change
of Control of the Company,
as of December 31, 2014
GOVERNANCE
Trading Policy. The Company has also estab
lished regular periods during each calendar
year prior to and immediately following the
release of the Company's financial information,
during which directors and certain members
of management are restricted from trading in
Company securities.
As recommended by the Belgian Governance
Code, the Company has adopted a Disclosure
Policy that sets out the framework and the
guiding principles that the Company applies
when disclosing information. This policy is
available at www.delhaizegroup.com.
In 2014, the Company was fully compliant
with the provisions of the Belgian Governance
Code.
Management associates of non-U.S. operating
companies received stock options issued by
the Board of Directors under the Delhaize
Group 2007 stock option plan for associates of
non-U.S. companies, granting to the benefi
ciaries the right to acquire ordinary shares of
the Company. Management associates of U.S.
operating companies received options, which
qualify as warrants under Belgian law, issued
by the Board of Directors under the Delhaize
Group 2002 Stock Incentive Plan, as amended,
and under the Delhaize Group U.S. 2012 Stock
Incentive Plan, granting to the beneficiaries the
right to subscribe to new American Depositary
Receipts of the Company. The Shareholders'
Meetings of May 23, 2002, May 24, 2007
and May 24, 2012, respectively, approved a
provision of these plans that provide that in the
event of a change of control over the Company
the beneficiaries will have the right to exercise
their options and warrants, regardless of their
vesting period. The number of options and
warrants outstanding under those plans as of
December 31, 2014 can be found under Note
21.3 to the Financial Statements.
Management associates of U.S. operating
companies received restricted stock units and
performance stock units under the Delhaize
America, LLC 2002 and 2012 Restricted Stock
Unit Plans, as amended, granting to bene
ficiaries the right to receive existing shares
of the Company upon vesting and achieve
ment of performance conditions, as the case
may be. The Shareholders' Meetings of May
23, 2002 and May 24, 2012, respectively,
approved a provision of these plans that
provide that in the event of a change in control
over the Company the beneficiary will receive
existing shares regardless of the vesting
period.
In 2003, the Company adopted a global long
term incentive program which incorporates
a Performance Cash Plan. The grants under
the Performance Cash Plan provide for cash
payments to the beneficiaries at the end of a
three-year period that are dependent on Com
pany performance against Board-approved
financial targets that are closely correlated
to building long-term shareholder value.
The Shareholders' Meeting of May 26, 2005
approved a provision of the Performance Cash
Plan that provides that the beneficiaries are
entitled to receive the full cash payment with
respect to any outstanding grant in the event
of a change of control over the Company.
The Ordinary Shareholders' Meeting held on
May 24, 2007, May 22, 2008, May 28, 2009,
May 27, 2010, May 26, 2011, May 24, 2012,
May 23, 2013 and May 22, 2014, respectively,
approved the inclusion of a provision granting
to the holders of the bonds, convertible bonds
or medium-term notes that the Company
may issue within the 12 months following the
respective ordinary shareholders' meeting, in
one or several offerings and tranches, denom
inated either in U.S. Dollars or in Euros, with a
maturity or maturities not exceeding 30 years,
for a maximum aggregate amount of €1.5 bil
lion, the right to obtain the redemption, or the
right to require the repurchase, of such bonds
or notes for an amount not in excess of 101% of
the outstanding principal amount plus accrued
and unpaid interest of such bonds or notes,
in the event of a change of control over the
Company, as would be provided in the terms
and conditions relating to such bonds and/
or notes.
On June 27, 2007 the Company issued $450
million 6.50% notes due 2017 in a private
placement to qualified investors. Pursuant to
an exchange offer registered under the U.S
Securities Act, the notes were subsequently
exchanged for notes that are freely transfer
able in the U.S. The notes contain a change
of control provision granting its holders the
right to early repayment for an amount not in
excess of 101% of the outstanding principal
amount thereof in the event of a change of
control over the Company and downgrading
by Moody's and Standard Poor's.
On October 6, 2010, the Company announced
the issuance of new $827 million 5.70% Notes
due 2040 (the "New Notes") pursuant to a
private offer to exchange 9.00% Debentures
due 2031 and 8.05% Notes due 2027 issued by
its wholly-owned subsidiary Delhaize America,
LLC held by eligible holders. The New Notes
contain a change of control provision granting
their holders the right to early repayment for an
amount not in excess of 101% of the outstand
ing principal amount thereof in the event of a
change of control over the Company and down
grading by Moody's and Standard Poor's.
On October 5, 2011 the Company announced
the successful completion on October 4, 2011
of its public offering of €400 million 7 year
4.25% retail bonds in Belgium and in the
Grand Duchy of Luxembourg listed on NYSE
Euronext Brussels pursuant to a prospec
tus filed by the Company with the Financial
Services and Markets Authority of Belgium
(FSMA). The bonds contain a change of control
provision granting their holders the right to
early repayment for an amount not in excess
of 101% of the outstanding principal amount
thereof in the event of a change of control over
the Company and downgrading by Moody's
and Standard Poor's.
On April 10, 2012 the Company issued
$300 million 4.125% senior notes due 2019
to qualified investors pursuant to a registra
tion statement filed by the Company with the
SEC. The notes contain a change of control
provision granting their holders the right to
early repayment for an amount not in excess
of 101% of the outstanding principal amount
thereof in the event of a change of control over
the Company and downgrading by Moody's
and Standard Poor's.
On November 27, 2012 the Company issued
€400 million 3.125% senior notes due 2020
listed on NYSE Euronext Brussels to qualified
investors pursuant to a prospectus filed by the
Company with the FSMA. The notes contain a
change of control provision granting their hold
ers the right to early repayment for an amount
not in excess of 101% of the outstanding princi
pal amount thereof in the event of a change of
control over the Company and downgrading
by Moody's and Standard Poor's.
The Ordinary Shareholders Meeting held on
May 22, 2014 approved a change in control
clause set out in the 400 million five-year
(with potentially two additional one-year
extensions) revolving credit facility dated April
14, 2014 entered into among inter alios the
Company, Delhaize America, LLC, Delhaize
Griffin SA, Delhaize The Lion Coordination
