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«PROSPECTUS On June 24, 2015, Koninklijke Ahold N.V., also known as Royal Ahold (referred to in this prospectus as Ahold), and Delhaize Group NV/SA ...»

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For entitlements to fractions of Ahold ordinary shares held in registered form, the total number of newly issued shares to each registered holder will be rounded down to the nearest full number, and the balance will be paid in cash by Ahold. Such balance will be calculated based on the stock market quotation of the Ahold ordinary shares on Euronext Amsterdam on the closing date, or if the closing date is not a trading day on Euronext Amsterdam, the last trading day before the closing date, and be payable in euro. The total amount of cash that will be paid by Ahold for fractional entitlements will not exceed 10% of the aggregate nominal value of Ahold ordinary shares to be issued in the merger.

Each Ahold ordinary share or Ahold ADS issued in the merger will be entitled to the same rights, preferences and privileges as other Ahold ordinary shares or Ahold ADSs, as applicable, including dividend rights. If the closing occurs after the 2016 annual general meeting of the shareholders of Ahold, any dividends with respect to Ahold’s financial year ending January 3, 2016 will only be paid with respect to those Ahold ordinary shares and Ahold ADSs that were outstanding prior to the closing. If the closing is expected to occur after the 2016 annual general meeting of the shareholders of Ahold and prior to the 2016 annual general meeting of the Delhaize shareholders, Delhaize will, under the merger agreement, have the right to propose to the Delhaize shareholders to accelerate the timing of its dividend with respect to Delhaize’s financial year ending December 31, 2015.

Based on the estimated number of shares of capital stock of the parties that will be outstanding immediately prior to the consummation of the merger, Ahold estimates that, upon the consummation of the merger and the Ahold capital return, current Ahold shareholders and Ahold ADS holders will, directly or indirectly, hold approximately 61% and former Delhaize shareholders and Delhaize ADS holders will, directly or indirectly, hold approximately 39% of the outstanding ordinary shares of the combined company. Based on the number of Ahold ordinary shares and Delhaize ordinary shares outstanding on January 19, 2016 (including the number of Ahold ordinary shares and Delhaize ordinary shares that are represented by Ahold ADSs and Delhaize ADSs, respectively), Ahold will issue approximately 495,274,292 Ahold ordinary shares as part of the merger (including Ahold ordinary shares that will be represented by Ahold ADSs and Ahold ordinary shares expected to be issued in respect of certain equity awards of Delhaize in connection with the merger).

Ahold Capital Return (see page 92) Prior to the closing, Ahold will return approximately €1.0 billion to the Ahold shareholders through a capital return and a reverse stock split (referred to in this prospectus as the Ahold capital return). The Ahold capital return will be effected by three consecutive amendments of the articles of association of Ahold, followed by the repayment of capital to the holders of issued Ahold ordinary shares. Shareholders of Ahold will be asked to adopt all three proposed amendments of the articles of association of Ahold at the extraordinary general meeting of shareholders of Ahold (referred to in this prospectus as the Ahold EGM) or any subsequent Ahold EGM, including the return of capital from the decrease of nominal value of issued Ahold ordinary shares. Following a two month opposition period for creditors of Ahold, all three amendments will be effected prior to the closing and capital will be repaid to the holders of issued Ahold ordinary shares.

The first amendment of the articles of association of Ahold will result in an increase of the nominal value of the issued ordinary share capital of Ahold by an amount including an aggregate amount of approximately €1.0 billion, which increase will be at the expense of the available (freely distributable) share premium reserves (algemene agioreserve) of Ahold. The second amendment of the articles of association of Ahold will effect a reverse stock split, whereby the number of issued Ahold ordinary shares will be reduced by a number of Ahold ordinary shares equal to the number of Ahold ordinary shares that could have been repurchased with the Ahold capital return. The third amendment of the articles of association of Ahold will effect a decrease of the nominal value of the Ahold ordinary shares, and subsequently approximately €1.0 billion of such decreased amount will be repaid to the holders of issued and outstanding Ahold ordinary shares. The surplus of the decreased amount will be added to Ahold’s share premium reserves.

Treatment of Delhaize Equity Awards (see page 93) The merger proposal provides that Delhaize will take such actions as may reasonably be required to effect

the following:

• implement or, to the extent necessary, adjust the terms of each option to purchase a Delhaize ordinary share granted pursuant to the Delhaize Group 2007 Stock Option Plan for Associates of Non-US Companies (referred to in this prospectus as a Delhaize EU option), outstanding prior to the effective time, whether vested or unvested, so that such Delhaize EU option will become vested and fully exercisable in advance of the closing and establish prior to the closing a special exercise period so that the holder of each Delhaize EU option will obtain Delhaize ordinary shares following the exercise of such Delhaize EU option, with each unexercised Delhaize EU option outstanding at the end of such exercise period being forfeited;





• implement or, to the extent necessary, adjust the terms of each option to purchase a Delhaize ADS granted pursuant to the Delhaize Group 2012 U.S. Stock Incentive Plan, effective May 24, 2012 (referred to in this prospectus as a Delhaize US option), outstanding prior to the effective time, whether vested or unvested, so that such Delhaize US option will be canceled and the holder of such Delhaize US option will receive in exchange for such Delhaize US option an amount in cash, without interest and subject to any required tax withholdings, equal to the excess, if any, of the last reported sale price of Delhaize ADSs on the New York Stock Exchange on the last complete trading day prior to the date of the effective time over the exercise price of such Delhaize US option;

• implement or, to the extent necessary, adjust the terms of each restricted stock unit award with respect to Delhaize ordinary shares that is subject to performance conditions and granted pursuant to the Delhaize Group 2014 European Performance Stock Unit Plan (referred to in this prospectus as a Delhaize EU PSU) outstanding prior to the effective time, whether vested or unvested, so that such Delhaize EU PSU will be canceled as from the effective time and the holder of such Delhaize EU PSU will receive in exchange for such Delhaize EU PSU a number of Ahold ordinary shares equal to the product of (i) the Delhaize EU PSU amount described in the section entitled “The Merger—Treatment of Delhaize Equity Awards” beginning on page 93 of this prospectus multiplied by (ii) the exchange ratio; this provision will however not apply to any Delhaize EU PSU held by members of the Delhaize executive committee, which will be treated as described in the section entitled “The Merger— Treatment of Delhaize Equity Awards” beginning on page 93 of this prospectus;

• implement or, to the extent necessary, adjust the terms of each restricted stock unit with respect to Delhaize ADSs granted pursuant to the Delhaize America, LLC 2012 Restricted Stock Unit Plan, effective May 24, 2012 (referred to in this prospectus as a Delhaize US RSU/PSU), outstanding prior to the effective time, whether vested or unvested, so that such Delhaize US RSU/PSU will be canceled as from the effective time and the holder of such Delhaize US RSU/PSU will receive in exchange for such Delhaize US RSU/PSU an amount in cash, without interest and subject to any required tax withholdings, equal to the cash value of the product of (i) the number of Delhaize ADSs subject to such Delhaize US RSU/PSU, assuming target-level achievement of applicable performance conditions, if any, multiplied by (ii) the last reported sale price of Delhaize ADSs on the New York Stock Exchange on the last complete trading day prior to the date of the effective time; and

• the Delhaize America, LLC 2012 Restricted Stock Unit Plan, effective May 24, 2012, and the Delhaize Group 2012 U.S. Stock Incentive Plan, effective May 24, 2012 (collectively referred to in this prospectus as the Delhaize US incentive plans) and the agreements evidencing the grants of the Delhaize US options and Delhaize US RSU/PSUs will be terminated, except that (i) the actions described in the second, third, fourth and fifth bullet points above will expressly be conditioned upon the consummation of the merger and will be of no effect if the merger agreement is terminated and (ii) fractional shares resulting from such actions will be treated in the same manner as fractional shares generally upon the consummation of the merger.

Shareholder Approvals (see page 95) As a condition to the consummation of the merger, at the Ahold EGM or any subsequent Ahold EGM, the shareholders of Ahold must approve (i) the merger proposal to effect the cross-border merger by the acquisition of Delhaize by Ahold, effective as from the effective time, (ii) the appointment of the new members of the management board and the supervisory board of the combined company as contemplated by the merger agreement, effective as from and conditional upon the effective time, and (iii) an amendment of the Ahold articles of association to implement the governance structure of the combined company set forth in the merger agreement, effective as from and conditional upon the effective time (clauses (i), (ii) and (iii) of this paragraph together referred to in this prospectus as the Ahold required resolutions).

In addition, as a condition to the consummation of the merger, at the Delhaize EGM or any subsequent Delhaize EGM, the Delhaize shareholders must approve (i) the merger proposal, effective as from the effective time (ii) the cross-border merger by the acquisition of Delhaize by Ahold in accordance with the terms of the merger proposal, effective as from and conditional upon the effective time and hence the dissolution without liquidation of Delhaize (clauses (i) and (ii) of this paragraph together referred to in this prospectus as the Delhaize required resolutions).

The adoption of the Ahold required resolutions requires a majority of the votes cast at the Ahold EGM, except that the Ahold required resolution relating to the approval of the merger proposal requires a two-thirds majority of votes cast if less than half of Ahold’s issued share capital is represented at the Ahold EGM. If the Ahold required resolutions are not approved at the initial Ahold EGM because no (valid or binding) vote could be taken at such Ahold EGM, Ahold will, at Delhaize’s request, convene a subsequent Ahold EGM. The same requirements apply at any subsequent Ahold EGM. The adoption of the Delhaize required resolutions requires a majority of at least 75% of the votes cast at the Delhaize EGM provided that at least half of Delhaize’s issued share capital is present or represented at the Delhaize EGM. If the Delhaize required resolutions are not approved at the initial Delhaize EGM because of a lack of quorum or any other reason due to which no (valid or binding) vote could be taken, Delhaize will, at Ahold’s request, convene a subsequent Delhaize EGM. If the quorum requirement is not satisfied at the initial Delhaize EGM, the Delhaize required resolutions may be adopted at a subsequent Delhaize EGM by a majority of at least 75% of the votes cast without such quorum requirement being satisfied.

The Ahold EGM will be held on March 14, 2016 at 2:00 p.m., Central European Time, in Amsterdam, The Netherlands. The Delhaize EGM will be held on March 14, 2016 at 2:00 p.m., Central European Time, in Brussels, Belgium, and, if on March 8, 2016 the requisite quorum is not expected to be present at the Delhaize EGM to be held on March 14, 2016, a subsequent Delhaize EGM will be held on March 31, 2016 at 2:00 p.m., Central European Time, in Brussels, Belgium.

In connection with their respective extraordinary general meetings, separate materials will be made available to shareholders of Ahold and Delhaize shareholders in accordance with applicable Dutch and Belgian laws.

As of December 31, 2015, Ahold directors, executive officers and their affiliates held and were entitled to vote 0.06% of the shares entitled to vote at the Ahold EGM. As of December 31, 2015, Delhaize directors, executive officers and their affiliates held and were entitled to vote 0.17% of the shares entitled to vote at the Delhaize EGM.

Risk Factors (see page 34) In evaluating the merger, Delhaize shareholders and Delhaize ADS holders should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 34 of this prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the merger, and may have a material adverse effect on the business, cash flows, financial condition or operating results of the combined company following the merger.

Governance and Management of the Combined Company (see page 218) The combined company will be a listed public company (naamloze vennootschap) incorporated under Dutch law with a two-tier board structure. The management board of the combined company will be responsible for the overall management of the combined company. The management board of the combined company will be supervised and advised by the supervisory board of the combined company. The management board and the supervisory board of the combined company will be accountable to the shareholders of the combined company.

There will also be an executive committee of the combined company that will be accountable to the management board.



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