Ordinary Shareholders' Meeting
of May 22, 2014
Shareholder Structure and
Ownership Reporting
Delhaize Group Annual Report 2014 57
€5.1 millian an the dates and pursuant ta the
terms decided by the Baard at Directars tar a
periad at five years as tram June 21, 2012.
The Baard at Directars has been autharized
by the Campany's sharehalders ta acquire
up ta 10% at the autstanding shares at the
Campany at a minimum unit price at €1 and
at a maximum unit price nat higher than 20%
abave the highest clasing stack market price
at the Campany's shares an NYSE Euranext
Brussels during the twenty trading days
preceding such acquisitian. Such autharizatian
has been granted tar a periad at five years as
tram the date at the Extraardinary Sharehald
ers' Meeting at May 26, 2011 and extends ta
the acquisitian at shares at the Campany by its
direct subsidiaries.
The Ordinary Sharehalders' Meeting is held
annually an the taurth Thursday in the manth
at May, as prescribed by the Articles at Assa-
ciatian. The Ordinary Sharehalders' Meeting at
2014 ("2014 OSM") was held an May 22, 2014.
During the 2014 OSM, the Campany's man
agement presented the Management Repart,
the repart at the Statutary Auditar and the
cansalidated annual accaunts. The sharehald
ers appraved the nan-cansalidated statutary
annual accaunts at fiscal year 2013 and
discharged the Campany's directars and the
Statutary Auditar at liability tar their mandate
during 2013. The sharehalders renewed the
directar's mandate at Mr. Mats Janssan,
Mr. William G. McEwan and Mr. Jack Stahl tar a
term at taur years and elected Mr. Jahnny Thijs
as a directar tar a term at three years, and
acknawledged them as independent directars
under the Campanies Cade. Additianally,
the sharehalders appraved (i) the renewal
at the Delaitte mandate as statutary auditar
tar the Campany tar a term at three years,
(ii) the campany's remuneratian repart, (iii) the
increase at the amaunt paid ta the Chairman
at the Baard and ta the Chairman and the
members at the Audit Finance Cammittee,
(iv) the Delhaize Graup 2014 EU Pertarmance
Stack Unit Plan, and (v) a pravisian allawing tar
early redemptian upan a change at cantral at
the Campany ta be pravided ta bandhalders
and/ar natehalders in certain transactians the
Campany might enter inta priar ta the next
Ordinary Sharehalders' Meeting.
The minutes at the 2014 OSM, including the
vating results, are available in French and
Dutch an the Campany's website at www.
delhaizegraup.cam under the "Carparate
Gavernance" tab, tagether with all ather
relevant dacuments relating ta such meeting.
A summary at the results is alsa available in
English, an the website.
Pursuant ta applicable legal requirements and
the Articles at Assaciatian at the Campany, any
persan ar legal entity (hereinafter a "persan")
which awns ar acquires (directly ar indirectly,
by awnership at American Depasitary Shares
("ADSs") ar atherwise) shares ar ather securities
at the Campany granting vating rights (repre
senting the share capital ar nat) must disclase
ta the Campany and ta the Belgian Financial
Services and Markets Autharity ("FSMA") the
number at securities that such persan awns,
alane ar jaintly, when its vating rights amaunt
ta three percent (3%) ar mare at the tatal exist
ing vating rights at the Campany. Such persan
must make the same type at disclasure in case
at transter ar acquisitian at additianal vating
right securities when its vating rights reach five
percent (5%), ten percent (10%), and sa an by
blacks at five percent (5%), ar when the vating
rights tall belaw ane at these threshalds.
The same disclasure requirement applies it a
persan transters the direct ar indirect cantral
at a carparatian ar ather legal entity which
awns itselt at least three percent (3%) at the
vating rights at the Campany. Furthermare, it
as a result at events changing the breakdawn
at vating rights, the percentage at the vating
rights reaches, exceeds ar talls belaw any at
the abave threshalds, a disclasure is required
even when na acquisitian ar dispasal at secu
rities has accurred (e.g., as a result at a capital
increase ar a capital decrease). Finally, a dis
clasure is alsa required when persans acting
in cancert enter inta, madity ar terminate their
agreement which results in their vating rights
reaching, exceeding ar talling belaw any at the
abave threshalds.
The disclasure statements must be addressed
ta the Belgian regulatars ("FSMA") and ta the
Campany na later than the taurth trading day
tallawing the day an which the circumstance
giving rise ta the disclasure accurred. Unless
atherwise pravided by law, a sharehalder shall
be allawed ta vate at a sharehalders' meeting
at the Campany anly with the number at secu
rities it validly disclased nat less than 20 days
betare such meeting.
Delhaize Graup is nat aware at the exist
ence at any sharehalders' agreement with
respect ta the vating rights securities at the
Campany. Vating rights are gaverned by the
"ane ardinary share, ane vate" principle and
majar sharehalders da nat have ditterent
vating rights than ather sharehalders. Nane at
the majar sharehalders has special rights at
cantral.
With the exceptian at the sharehalders
identified in the table belaw, na sharehalder
ar graup at sharehalders had declared as at
December 31, 2014 haldings at at least 3%
at the autstanding vating rights at Delhaize
Graup.
Citibank, N.A.(1)
10.62%
February 18,
2009
BlackRock Group
4.86%
January 28,
2014
Silchester International
9.97%
December 17,
Investors LLP
2014
(1) Citibank, N.A. succeeded The Bank at New Yark Mellan
as Depasitary tar the American Depasitary Receipts
pragram at Delhaize Graup as at February 18, 2009.
Citibank, N.A. exercises the vating rights attached
ta such shares in campliance with the Depasit
Agreement that pravides amang athers that Citibank,
N.A. may vate such shares anly in accardance with
the vating instructians it receives tram the halders at
American Depasitary Shares.
On December 31, 2014, members at the Baard
at Directars and the Campany's Executive
Cammittee awned as a graup 627 407
ardinary shares and 276 128 ADSs (each rep
resenting 1/4 at an ardinary share) at Delhaize
Graup SA, which represented appraximately
0.68% at the tatal number at autstanding
shares at the Campany as at that date. On
December 31 2014, the campany's Executive
Cammittee awned as a graup 428 098 stack
aptians and EU pertarmance stack units
representing an equal number at existing
ardinary shares and 764 897 aptians and
U.S. pertarmance and restricted stack units
an ADSs (each representing W at an ardinary
share) at the Campany.
