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Ahold Delhaize Annual Report 2016
Voting rights
Each common share entitles its holder to
cast one vote. Dutch law prescribes a record
date to be set 28 days prior to the date of the
General Meeting of Shareholders to determine
whether a person may attend and exercise
the rights relating to the General Meeting of
Shareholders. Shareholders registered at that
date are entitled to attend and to exercise their
rights as shareholders in relation to the General
Meeting of Shareholders, regardless of a sale of
shares after the record date. Shareholders may
be represented by written proxy.
We encourage participation in our General
Meetings of Shareholders. We use Deutsche
Bank Trust Company Americas, the Depositary
for the Company’s ADR facility, to enable ADR
holders to exercise their voting rights, which are
represented by the common shares underlying
the ADRs.
Neither Ahold Delhaize nor any of its
subsidiaries may cast a vote on any share
they hold in the Company. These shares
are not taken into account for the purpose
of determining how many shareholders
are represented or how much of the share
capital is represented at the General Meeting
of Shareholders.
Holders of depositary receipts of cumulative
preferred financing shares may attend the
General Meeting of Shareholders. The voting
rights on the underlying shares may be
exercised by the Stichting Administratiekantoor
Preferente Financierings Aandelen Ahold
(SAPFAA), a foundation organized under the
laws of the Netherlands.
Cumulative preferred financing shares
All outstanding cumulative preferred
financing shares have been issued to SAPFAA.
Holders of depositary receipts can obtain
proxies from SAPFAA.
Ahold Delhaize pays a mandatory annual
dividend on cumulative preferred financing
shares, which is calculated in accordance with
the provisions of article 39.4 of the Company’s
Articles of Association. For further details on
cumulative preferred financing shares and
the related voting rights, see Note 22 to the
consolidated financial statements.
In accordance with its articles, the board of
SAPFAA consists of three members: one A
member, one B member and one C member.
The A member is appointed by the general
meeting of depositary receipt holders, the B
member is appointed by the Company and the
C member is appointed by a joint resolution
of the A member and the B member. As of
February 28, 2017, the members of the board
of SAPFAA are:
Cumulative preferred shares
As of January 1, 2017, no cumulative preferred
shares are outstanding. The Company
entered into an option agreement with the
Dutch foundation Stichting Ahold Continuïteit
(SAC) designed to, in accordance with the
purpose of SAC under its articles, potentially
exercise influence in the event of a public
offer or a potential change of control over
the Company, to safeguard the interests of
the Company and all stakeholders in the
Company and to potentially resist, to the best
of its ability, influences that might conflict with
those interests by affecting the Company’s
continuity, independence or identity.
SAC and the members of its board are
independent from the Company. As of
February 28, 2017, the members of the board
of SAC are:
For details on Ahold Delhaize’s cumulative
preferred shares, see Note 20 to the
consolidated financial statements.
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 19, 2016, 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 19, 2017, and subject to
the approval of the Supervisory Board.
Member A:
Member B:
Member C:
G.H.N.L.
van Woerkom
J. van den Belt
B. Vree
J.L. van der Giessen
C.W. de Monchy
R. ter Haar, chairman
Name
W.G. van Hassel,
chairman
Principal or former occupation
Lawyer and former
chairman of Dutch
Bar Association
Chairman of
Detailhandel Nederland
Former CFO Océ
Former CEO APM
Terminals Europe
