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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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The supervisory board of the combined company will consist of 14 members, comprising seven members designated by each of Ahold and Delhaize. Mr. Mats Jansson, the current chairman of the Delhaize board, will become chairman of the supervisory board of the combined company. Mr. Jan Hommen, the current chairman of the Ahold supervisory board, and Mr. Jacques de Vaucleroy, a current member of the Delhaize board, will become vice chairmen of the supervisory board of the combined company. In addition, the supervisory board of the combined company will initially include Mr. Patrick De Maeseneire, Ms. Dominique Leroy, Mr. William G. McEwan, Mr.

Jack L. Stahl and Mr. Johnny Thijs, each of whom is currently a member of the Delhaize board, and Mr. Rob van den Bergh, Mr. Rene Hooft Graafland, Mr. Mark McGrath, Mr. Ben Noteboom and Ms. Stephanie Shern, each of ´ whom is currently a member of the Ahold supervisory board, and Ms. Mary Anne Citrino.

The management board of the combined company will be composed of the chief executive officer, the deputy chief executive officer and chief integration officer, the chief financial officer, the chief operating officer Europe and two chief operating officers for the United States. Mr. Dick Boer, the current chief executive officer of Ahold, will become the chief executive officer of the combined company. Mr. Frans Muller, the current chief executive officer of Delhaize, will become the deputy chief executive officer and chief integration officer of the combined company. Mr. Jeff Carr, the current chief financial officer of Ahold, will become the chief financial officer of the combined company. Mr. Pierre Bouchut, the current executive vice president and chief financial officer of Delhaize, will become the chief operating officer Europe of the combined company. Mr. Kevin Holt, the current executive vice president and chief executive officer of Delhaize America, and Mr. James McCann, the current chief operating officer Ahold USA, will become the chief operating officers of the combined company for the United States.

The day-to-day management of the combined company will be delegated to the executive committee of the combined company. The executive committee of the combined company will be composed of a minimum of eight and a maximum of ten members, including the members of the management board of the combined company, fulfilling the following functions: chief executive officer; deputy chief executive officer and chief integration officer; chief financial officer; chief operating officer Europe; (two) chief operating officers USA; chief human resources officer; chief sustainability, transformation & communications officer; chief e-commerce & innovation officer and chief legal officer. On November 16, 2015, Ahold and Delhaize announced the proposed executive committee of the combined company effective upon consummation of the merger. The executive committee of the combined company will be comprised of the members of the management board of the combined company and will be supplemented by the following four members, who will report directly to the chief executive officer of the combined company: Mr. Marc Croonen, the current executive vice president and chief human resources officer of Delhaize, who will become chief sustainability, transformation & communications officer of the combined company; Ms. Hanneke Faber, the current chief commercial officer of Ahold, who will become chief e-commerce & innovation officer of the combined company; Mr. Jan Ernst de Groot, the current chief legal officer of Ahold, who will become chief legal officer of the combined company; and Ms. Abbe Luersman, the current chief human resources officer of Ahold, who will become chief human resources officer of the combined company. The members of the executive committee of the combined company that are not members of the management board of the combined company were jointly selected by Ahold and Delhaize pursuant to the merger agreement, and will be appointed by the supervisory board of the combined company.

Regulatory Approvals Required to Complete the Merger (see page 96) In the merger agreement, Ahold and Delhaize have agreed to take all reasonable actions and do, and cooperate in doing, all things reasonably necessary, proper or advisable under applicable laws or otherwise to submit any regulatory filings that are required for the merger or the other transactions contemplated by the merger agreement. The obligations of Ahold and Delhaize to consummate the merger are subject to, among other matters, the termination or expiration of any waiting period (and any extension thereof) applicable to the merger, and the receipt of any approvals, consents or clearances required in connection with the merger under applicable antitrust laws of the United States, the European Union (referred to in this prospectus as the EU) and/or, in the case of a referral by the European Commission, the relevant EU member state, the Republic of Serbia and the Republic of Montenegro.

Ahold and Delhaize filed their respective Notification and Report Form with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission (referred to in this prospectus as the FTC) on July 8, 2015. On August 7, 2015, Ahold and Delhaize each received a request for additional information and documentary material (referred to in this prospectus as the second request) from the FTC in connection with the proposed business combination of Ahold and Delhaize. The second request is subject to the waiting period imposed by the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to in this prospectus as the HSR Act), until 30 days after Ahold and Delhaize have substantially complied with the second request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. Ahold and Delhaize are cooperating fully with the second request.





On October 22, 2015, the European Commission referred the review of the merger filing to the Belgian Competition Authority. Ahold and Delhaize, after completing pre-notification proceedings with the Belgian Competition Authority, submitted the formal notification on January 13, 2016. Ahold and Delhaize previously submitted notifications to the relevant antitrust agencies in the Republic of Serbia and the Republic of Montenegro, and on July 31, 2015 and September 7, 2015, Ahold and Delhaize received antitrust clearance in the Republic of Serbia and in the Republic of Montenegro, respectively.

Belgian Tax Ruling The obligations of Ahold and Delhaize to consummate the merger are subject to, among other matters, the receipt of a ruling from the Belgian tax authorities, confirming that the merger will benefit from tax neutrality through the application of applicable Belgian laws (referred to in this prospectus as the Belgian tax ruling).

Under the merger agreement, Ahold and Delhaize agreed to use their reasonable best efforts and cooperate to obtain the Belgian tax ruling. On October 13, 2015, Ahold and Delhaize obtained the Belgian tax ruling.

No Solicitation (see page 116) In the merger agreement, Ahold and Delhaize agreed not to solicit proposals relating to certain alternative transactions or, except as described below, engage in discussions or negotiations with respect to, or provide nonpublic information to any person in connection with, any proposal for an alternative transaction. If, prior to receiving the requisite shareholder approval for the merger, Ahold or Delhaize has received a bona fide written acquisition proposal from a third party, then Ahold or Delhaize, as applicable, may, subject to certain conditions, furnish nonpublic information to such third party and engage in discussions or negotiations with such third party with respect to the proposal for an alternative transaction.

Except in response to a superior acquisition proposal and subject to certain procedural requirements, prior to receiving the requisite shareholder approval for the merger, neither the Ahold supervisory board nor the Ahold management board (collectively referred to in this prospectus as the Ahold boards) nor the Delhaize board may change their respective recommendations that their respective shareholders vote in favor of the merger proposal and the other proposals to be submitted at the relevant extraordinary general meetings.

Conditions to Closing (see page 103) The respective obligation of each party to effect the merger is subject to the satisfaction or, to the extent permitted by applicable law, written waiver (either in whole or in part, except that any part that is not waived

would otherwise be satisfied) by the parties jointly, at or prior to the closing date, of the following conditions:

• the Ahold EGM or any subsequent Ahold EGM, as the case may be, has approved the Ahold required resolutions;

• the Delhaize EGM or any subsequent Delhaize EGM, as the case may be, has approved the Delhaize required resolutions;

• the parties have obtained the relevant antitrust clearances or, where applicable, the expiration or termination of the applicable waiting periods in lieu of such antitrust clearances;

• a civil law notary (notaris) of Allen & Overy LLP, Amsterdam, has obtained the pre-merger certificate issued by a Belgian civil law notary in accordance with applicable Belgian laws (referred to in this prospectus as the pre-merger certificate);

• the Ahold ordinary shares issuable to the Delhaize shareholders and Delhaize ADS holders in the merger have been approved for admission to listing and trading on the Euronext Amsterdam and Euronext Brussels stock exchanges;

• the prospectus filed with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (referred to in this prospectus as the AFM) has been approved by the AFM under Dutch law and has been passported into Belgium, in each case, in accordance with applicable laws;

• the registration statement on Form F-4 of Ahold of which this prospectus forms a part (referred to in this prospectus as the registration statement) has been declared effective by the United States Securities and Exchange Commission (referred to in this prospectus as the SEC) under the Securities Act of 1933, as amended (referred to in this prospectus as the Securities Act), and no stop order suspending the effectiveness of the registration statement is in effect and no proceedings for that purpose are pending;

• no opposition by an Ahold creditor has been filed or, if filed, such opposition has been withdrawn, resolved or lifted by an enforceable court order by the relevant court of the Netherlands;

• no governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any order, injunction, judgment, decree or other action which is in effect and which prohibits or makes illegal the consummation of the merger in accordance with the terms of the merger agreement; and

• Ahold and Delhaize have obtained the Belgian tax ruling.

In addition, each party’s obligation to effect the merger is also subject to the satisfaction or waiver (either in whole or in part, except that any part that is not waived would otherwise be satisfied) in writing by such party, at

or prior to the closing date, of the following additional conditions:

• no change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect relating to the other party has occurred since the date of the merger agreement which is continuing on the closing date;

• the warranties of the other party (other than certain specified warranties relating to the other party’s share capital and the warranties relating to the absence of an event having a material adverse effect on the other party between, in the case of Ahold, December 28, 2014 and, in the case of Delhaize, December 31, 2014, and the date of the merger agreement) are true and accurate as of the closing date, as if made at and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of the other party’s warranties to be so true and accurate (disregarding any limitation as to “materiality” or “material adverse effect” set forth in the other party’s warranties), individually or in the aggregate, has not had, and would not reasonably be expected to have, a material adverse effect relating to the other party;

• certain specified warranties of the other party relating to the other party’s share capital are true and accurate in all material respects as of the closing date, as if made at and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

• the warranties of the other party relating to the absence of an event having a material adverse effect on the other party between, in the case of Ahold, December 28, 2014, and, in the case of Delhaize, December 31, 2014, and the date of the merger agreement) are true and accurate as of the date of the merger agreement; and

• the other party has performed in all material respects all covenants, agreements and obligations required to be performed by it under the merger agreement at or prior to the closing date;

and such party has received a certificate signed on behalf of the other party by an authorized representative of the other party dated as of the closing date certifying that the conditions described in the preceding five bullet points have been satisfied.

Delhaize’s obligation to effect the merger is also subject to the satisfaction or waiver (either in whole or in part, except that any part that is not waived would otherwise be satisfied) in writing by Delhaize at or prior to the

closing date of the following additional condition:



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