BsimEiHHta
50
Corporate governance (continued)
3% 5% 10% 15% 20%
25% 30% 40% 50% 60%
75% 95%
Ahold at a glance
Business review
Governance
Issuance 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. On April 15, 2015,
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 15, 2016, 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
designate the Management Board as the corporate
body authorized to restrict or exclude preemptive
rights for a period not exceeding five years.
On April 15, 2015, 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 15, 2016.
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 depositary 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
15, 2016. 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.
Ahold
Annual Report 2015
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.
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 March 2, 2016, that hold
an interest of 3% or more in the share capital of
the Company.1
a BlackRock, Inc - 3.32% shareholding (5.05%
voting rights) disclosed onJanuary 12, 2016
a DeltaFort Beleggingen I B.V. - 15.20%
shareholding (5.16% voting rights) disclosed
onJune 9, 20152
a Mondrian Investment Partners Limited - 4.26%
shareholding (4.99% voting rights) disclosed
on September 27 2012
a NN Group N.V. - 10.30% shareholding
(4.52% voting rights) disclosed on June 9, 20152
a Norges Bank - 2.51% shareholding (3.04%
voting rights) disclosed on September 10, 2015
a Stichting Administratiekantoor Preferente
Financieringsaandelen Ahold - 20.19%
shareholding (6.55% voting rights) disclosed
onJuly 13, 201
1 I n accordance with the fling requirements, the percentages
shown include both direct and indirect capital interests and voting
rights and both real and potential capital interests and voting
rights. Further details can be found at www.afm.nl.
2 The interest on record for DeltaFort Beleggingen I B.V.
and NN Group N.V. includes both the direct and real interest
from the common shares as well as the indirect and or potential
interest from the depositary receipts.
3 SAPFAA holds all outstanding cumulative preferred financing
shares and it issued corresponding depositary receipts to investors
thatwere fled under DeltaFort Beleggingen I B.V. and NN
Group N.V. Therefore, in relation to the outstanding cumulative
preferred financing shares, disclosures are made by both SAPFAA
(for the shares) and by DeltaFort Beleggingen I B.V. and NN
Group N.V. (for the corresponding depositaryreceipts).
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.
