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Ahold Delhaize Annual Report 2016
Upon the issuance of new common shares,
holders of Ahold Delhaize’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 Delhaize 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.
Repurchase by Ahold Delhaize of its own shares
Ahold Delhaize 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
Delhaize’s Articles of Association; and
2. Ahold Delhaize 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 19,
2017. Ahold Delhaize 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. On January 9, 2017, the
Company commenced a €1 billion share
buyback program, with expected completion
before the end of 2017.
Major shareholders
Ahold Delhaize 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.
The following table lists the shareholders on
record in the AFM register on February 28, 2017,
that hold an interest of 3% or more in the share
capital of the Company1.
10%
50%
20%
75%
BlackRock, Inc - 3.32% shareholding (5.05%
voting rights) disclosed on January 12, 2016
DeltaFort Beleggingen I B.V. - 10.82%
shareholding (3.43% voting rights) disclosed
on July 25, 20162
NN Group N.V. - 7.31% shareholding (3.00%
voting rights) disclosed on September 1, 20162
Stichting Administratiekantoor Preferente
Financieringsaandelen Ahold - 17.32%
shareholding (5.49% voting rights) disclosed
on July 25, 20163
1. In accordance with the filing 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 the indirect and or potential
interest from depositary receipts, as well as the direct and
real interest from common shares.
3. SAPFAA holds all outstanding cumulative preferred
financing shares and it issued corresponding depositary
receipts to investors that were filed 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 depositary receipts).
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 Delhaize’s
common shares, see Investors.
15%
60%
25%
95%
On April 19, 2016, 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
19, 2017.
3%
30%
5%
40%
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 Delhaize’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 Delhaize’s
total outstanding capital or voting rights.
In addition, local rules may apply to investors.
