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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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• Stichting Ahold Continuïteit (referred to in this prospectus as the Ahold Foundation) (i) has not exercised (either in whole or in part) its call option (referred to in this prospectus as the Ahold Foundation call option), which was granted pursuant to an agreement between the Ahold Foundation and Ahold, restated as of December 15, 2003, to acquire from Ahold a number of cumulative preferred shares in Ahold’s share capital with a nominal value of €500 each (referred to in this prospectus as the Ahold cumulative preferred shares) such that the total nominal value of the Ahold cumulative preferred shares so acquired is equal to (a) the total nominal value of all Ahold ordinary shares and all Ahold cumulative preferred financing shares, in each case issued and outstanding at the time of exercising the Ahold Foundation call option, minus (b) the total nominal value of any Ahold cumulative preferred shares held by the Ahold Foundation at such time or (ii) if the Ahold Foundation has exercised (either in whole or in part) the Ahold Foundation call option, has voted in favor of the Ahold required resolutions.

Termination of the Merger Agreement (see page 120)

The merger agreement may be terminated immediately:

• by Ahold and Delhaize jointly, if they so explicitly agree in writing;

• by notice in writing given by either Ahold or Delhaize to the other party if the merger has not occurred by the earlier of (i) the fifteen month anniversary of the date of the merger agreement and (ii) the six month anniversary of the date of filing of the merger terms with the Dutch trade register (which date is referred to in this prospectus as the termination date), except that the right to terminate the merger agreement pursuant to the provision described in this bullet point may not be exercised by any party whose failure to perform any covenant, agreement or obligation under the merger agreement in any material respect was the primary cause of, or primarily resulted in, the failure to consummate the merger on or before the termination date;

• by notice in writing given by either of Ahold or Delhaize, if either (i) the Ahold EGM (or, if applicable, any subsequent Ahold EGM) has taken a valid and binding vote on the Ahold required resolutions and the Ahold required resolutions have not been adopted (except that any termination by Ahold pursuant to this bullet point in circumstances where Delhaize would have been entitled to terminate the merger agreement pursuant to the last bullet point of this paragraph will have the same effect as if Delhaize did in fact terminate the merger agreement pursuant to the last bullet point of this paragraph), or (ii) the Delhaize EGM (or, if applicable, any subsequent Delhaize EGM) has taken a valid and binding vote on the Delhaize required resolutions and the Delhaize required resolutions have not been adopted;

• by notice in writing given by Ahold prior to the adoption of the Delhaize required resolutions, if Delhaize has effected a change in recommendation;

• by notice in writing given by Delhaize prior to the adoption of the Ahold required resolutions, if Ahold has effected a change in recommendation;

• by notice in writing given by either Ahold or Delhaize if any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any order permanently enjoining or otherwise prohibiting or making illegal the consummation of the merger and such order has become final and non-appealable, except that the right to terminate the merger agreement pursuant to the provision described in this bullet point may not be exercised by any party whose failure to perform any covenant, agreement or obligation under the merger agreement in any material respect has been the primary cause of, or primarily resulted, in the occurrence of such order;

• by notice in writing given by either Ahold or Delhaize to the other party in case of (i) a breach of any of the covenants, agreements or obligations of the other party set forth in the merger agreement or (ii) any inaccuracy of any of the representations or warranties of the other party set forth in the merger agreement, in the case of each of clause (i) and (ii), to the extent such breach or inaccuracy, either

individually or taken together:

• would result in, if occurring or continuing on the closing date, the failure of the conditions to the obligation of Ahold or Delhaize, as applicable, to effect the merger relating to the accuracy of the other party’s representations and warranties or the other party’s performance of its covenants to be satisfied; and

• is incapable of being remedied, or is not remedied, by the other party by the termination date or, if capable of being remedied by the termination date, the other party has not commenced good faith efforts to remedy such breach within ten business days after receipt by the other party of a written notice of such breach from Ahold or Delhaize, as applicable; or

• by notice in writing given by Delhaize if the Ahold Foundation call option has been exercised and the Ahold EGM (or, if applicable, any subsequent Ahold EGM) has taken a valid and binding vote on the Ahold required resolutions and the Ahold required resolutions have not been adopted.

Termination Fees Relating to the Merger (see page 121) Each party has agreed to pay to the other party a gross amount of €150 million (referred to in this prospectus as the termination fee) in cash, immediately upon first written request therefor from the other party and without defense or set-off of any kind (except if such party has previously actually paid the other party’s expenses as





described below):

• if the merger agreement is terminated by the other party upon such party effecting a change in recommendation prior to the adoption of the required resolutions by such party’s shareholders;

• if the merger agreement is terminated by the other party upon such party’s breach of any of its covenants, agreements or obligations set forth in the merger agreement pursuant to the provision described in the seventh bullet point of the section entitled “—Termination of the Merger Agreement”; or

• if (i) a bona fide acquisition proposal (as described in “The Merger Agreement—Acquisition Proposals” beginning on page 116 of this prospectus) has been made directly to such party’s shareholders or any person has publicly announced an acquisition proposal with respect to such party (or any person has publicly announced an intention (whether or not conditional) to make an acquisition proposal with respect to such party) or any acquisition proposal with respect to such party otherwise becomes publicly known, in each case, after the date of the merger agreement and prior to the extraordinary general meeting of such party’s shareholders (or any subsequent meeting), (ii) the merger agreement is terminated due to the failure of the merger having occurred by the termination date pursuant to the provision described in the second bullet point of the section entitled “—Termination of the Merger Agreement” or due to the failure of such party’s shareholders to adopt the required resolutions pursuant to the provision described in the third bullet point of the section entitled “—Termination of the Merger Agreement” or due to such party’s breach of the merger agreement pursuant to the provision described in the seventh bullet point of the section entitled “—Termination of the Merger Agreement,” and (iii) such party enters into a definitive agreement with respect to a transaction contemplated by an acquisition proposal or consummates such a transaction, irrespective of whether it is the same acquisition proposal that is referenced in clause (i) of this bullet point, in each case, within twelve months of the date the merger agreement is terminated (except that, for purposes of clause (iii) of this bullet point only, each reference in the definition of acquisition proposal (as described in “The Merger Agreement—Acquisition Proposals” beginning on page 109 of this prospectus) to “15% or more” will be deemed to be “more than 50%”).

Any payment obligation of Ahold or Delhaize pursuant to the provisions described above will exist regardless of whether there is an attributable failure (toerekenbare tekortkoming) by Ahold or Delhaize, as applicable.

Costs and Expense Fee (see page 122) Except where the merger agreement provides otherwise, each party will pay its own costs relating to the negotiation, preparation, execution and performance of the merger agreement and any documents executed pursuant thereto.

In the event that the merger agreement is terminated due to the failure by a party’s shareholders to adopt the required resolutions pursuant to the provision described in the third bullet point of the section entitled “—Termination of the Merger Agreement,” then such party will pay, immediately upon first written request therefor from the other party and without defense or set-off of any kind, to the other party an amount in cash equal to the lesser of (i) €30 million and (ii) the aggregate of all reasonable and documented out-of-pocket fees and expenses incurred by the other party in connection with the preparation, negotiation, execution and performance of the merger agreement, any filings or submissions under applicable laws in connection with the merger or any other matter related to the merger or the other transactions contemplated by the merger agreement (referred to in this prospectus as the expense fee), and thereafter such party will be obligated to pay to the other party the termination fee (less the amount of the expense fee previously actually paid to the other party pursuant to the provision described in this paragraph) in the event the termination fee is payable to the other party pursuant to the provision described in the third bullet point of the section entitled “—Termination Fees Relating to the Merger.” Accounting Treatment of the Merger (see page 98) Under International Financial Reporting Standards (referred to in this prospectus as IFRS) as issued by the International Accounting Standards Board (referred to in this prospectus as IASB), the merger will be accounted for as an acquisition of Delhaize by Ahold under the acquisition method of accounting. The acquisition method of accounting is based on IFRS 3 Business Combinations and uses the fair value concepts defined in IFRS 13 Fair Value Measurements. IFRS 3 requires, among other things, that the assets acquired and the liabilities assumed be recognized by the acquiror at their fair values as of the acquisition date. In addition, IFRS 3 establishes that the consideration transferred is measured at the closing date at the then current market price of the Ahold ordinary shares to be issued to Delhaize shareholders and Delhaize ADS holders.

Dissenters’ Rights of Appraisal (see page 99) Under Belgian law, Delhaize shareholders are not entitled to exercise dissenters’, appraisal, cash exit or similar rights in connection with the merger.

Certain Tax Consequences of the Merger (see page 290) United States It is intended that, for U.S. federal income tax purposes, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (referred to in this prospectus as the Code). Assuming that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Delhaize shareholders or Delhaize ADS holders will generally not recognize gain or loss on the exchange of Delhaize ordinary shares or Delhaize ADSs for Ahold ordinary shares or Ahold ADSs, except to the extent of any cash received in lieu of a fractional share of Ahold ordinary shares. Certain “five-percent transferee shareholders” (as described in the section entitled “Material Tax Considerations— Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger” beginning on page 291 of this prospectus), however, may be required to timely enter into and maintain a gain recognition agreement to avoid recognizing gain in the merger.

Netherlands For Dutch corporate income tax and individual income tax purposes, the exchange of the Delhaize ordinary shares or Delhaize ADSs, as the case may be, for Ahold ordinary shares or Ahold ADSs in the merger is considered as a disposal of the Delhaize ordinary shares or Delhaize ADSs, as the case may be, followed by an acquisition of the relevant Ahold ordinary shares or Ahold ADSs. To the extent that a holder of Delhaize ordinary shares or Delhaize ADSs is subject to Dutch corporate income tax or Dutch individual income tax as a result of a gain realized upon this deemed disposal, such person may elect for non-recognition of that gain for Dutch tax purposes by applying for a roll-over of the tax book value of these Delhaize ordinary shares or Delhaize ADSs, as applicable, into the tax book value of the relevant Ahold ordinary shares or Ahold ADSs acquired in the merger if certain conditions are met. See the section entitled “Material Tax Considerations— Material Dutch Tax Considerations—The Merger—Corporate Income Tax and Individual Income Tax” beginning on page 296 of this prospectus for a description of the general corporate income tax and individual income tax consequences of such a disposal.

The exchange of Delhaize ordinary shares or Delhaize ADSs for Ahold ordinary shares or Ahold ADSs, as applicable, in the merger will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein. Cash payments for fractional entitlements to Ahold ordinary shares or Ahold ADSs in the context of the merger (as further described in the section entitled “The Merger—General” beginning on page 62 of this prospectus) will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein.



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