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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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Belgium The merger will be carried out in accordance with article 211 of the Belgian Income Tax Code 1992 (referred to in this prospectus as BITC/92). As a result, no capital gains or capital losses will be realized in the hands of Belgian resident individuals holding Delhaize ordinary shares or Delhaize ADSs for professional purposes and of Belgian resident companies holding Delhaize ordinary shares or Delhaize ADSs. Belgian resident individuals holding Delhaize ordinary shares or Delhaize ADSs as a private investment will in principle not be subject to Belgian income tax. The same principles apply to non-resident individuals and companies holding Delhaize ordinary shares or Delhaize ADSs in connection with a business conducted through a Belgian permanent establishment. Non-resident companies that do not have a permanent establishment in Belgium will not be subject to Belgian income tax.

Delhaize shareholders or Delhaize ADS holders are urged to consult with their own tax advisors for a full understanding of the U.S., Dutch, Belgian or other tax consequences of the merger applicable to them.

Securities Exchange Listing of Ahold Ordinary Shares (see page 99) It is a condition to the consummation of the merger that the Ahold ordinary shares to be issued to the Delhaize shareholders and Delhaize ADS holders as part of the merger have been approved for admission to listing and trading on Euronext Amsterdam and Euronext Brussels. As a result of the merger, Delhaize ordinary shares currently listed on Euronext Brussels will cease to be listed on Euronext Brussels.

No Securities Exchange Listing of Ahold ADSs (see page 99) Upon the consummation of the merger, the Ahold ADSs which will be issued to Delhaize ADS holders in the merger will not be listed on any securities exchange. It is currently expected that Ahold ADSs will continue to trade in the over-the-counter market and will continue to be quoted on the OTCQX International marketplace under the symbol “AHONY.” As a result of the merger, Delhaize ADSs currently listed on the New York Stock Exchange will cease to be listed on the New York Stock Exchange.

Comparison of Rights of Shareholders of Ahold and Delhaize (see page 256) Delhaize shareholders receiving Ahold ordinary shares and Ahold ADSs in the merger will have different rights once they become shareholders of the combined company. These differences arise principally from differences between Belgian law and Dutch law, and between Delhaize’s articles of association and the deposit agreement of Delhaize (including the form of Delhaize American Depositary Receipt) relating to the Delhaize ADSs, on the one hand, and the Ahold articles of association and the Ahold deposit agreement (including the form of Ahold American Depositary Receipt) relating to the Ahold ADSs as in effect upon the consummation of the merger, on the other hand.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AHOLD

The following tables set out selected historical consolidated financial data of Ahold. The selected consolidated income statement and statement of cash flow data for the financial years ended December 28, 2014, December 29, 2013 and December 30, 2012 and the selected consolidated statement of financial position data as of December 28, 2014 and December 29, 2013 have been derived from Ahold’s audited consolidated financial statements included on pages FIN-1 to FIN-94 of this prospectus, which have been prepared in accordance with IFRS as issued by the IASB. The selected consolidated income statement and statement of cash flow data for the financial years ended January 1, 2012 and January 2, 2011 and the selected consolidated statement of financial position data as of December 30, 2012, January 1, 2012 and January 2, 2011 have been derived from Ahold’s consolidated financial statements and related notes for the financial years ended December 30, 2012, January 1, 2012 and January 2, 2011, which are not included in this prospectus.

The selected consolidated income statement and statement of cash flow data for the financial half year periods ended July 12, 2015 and July 13, 2014 and the selected consolidated statement of financial position data as of July 12, 2015 have been derived from Ahold’s unaudited condensed consolidated interim financial statements for the financial half year ended July 12, 2015, which have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting as issued by the IASB and which are included on pages FIN-95 to FIN-107 of this prospectus. The selected consolidated statement of financial position data as of July 13, 2014 has been derived from Ahold’s unaudited condensed consolidated interim financial statements not included in this prospectus. Interim results for the financial half year periods ended July 12, 2015 and July 13, 2014 are not necessarily indicative of, and are not projections for, the results to be expected for Ahold’s financial year ending January 3, 2016.

The selected historical consolidated financial data set forth below are only a summary and are not necessarily indicative of the results of future operations of Ahold or the combined company following the consummation of the merger. The selected historical consolidated financial data set forth below should be read together with Ahold’s historical audited and unaudited consolidated financial statements and its unaudited condensed consolidated interim financial statements and the related notes included elsewhere in this prospectus, as well as the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ahold” beginning on page 158 of this prospectus and the other information contained in this prospectus.





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(*) For more details regarding these adjustments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ahold” beginning on page 158 of this prospectus.

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(10) The number of stores and employees includes discontinued operations (Slovakia). The number of stores includes specialty (Etos and Gall & Gall) and franchise stores, but excludes the stores operated by Ahold’s joint ventures. The number of franchise stores at the end of each reporting period is as follows: 886 stores (July 12, 2015); 857 stores (July 13, 2014);

869 stores (December 28, 2014); 850 stores (December 29, 2013); 809 stores (December 30, 2012); 801 stores (January 1, 2012); and 782 stores (January 2, 2011).

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF DELHAIZE

The information included under this section entitled “Selected Historical Consolidated Financial Data of Delhaize” has been provided to Ahold by Delhaize.

The following tables set forth selected historical consolidated financial data of Delhaize, which is derived from the audited consolidated financial statements of Delhaize as of and for the financial years ended December 31, 2014, 2013 and 2012 contained in its Annual Report on Form 20-F filed with the SEC on April 29, 2015, which is incorporated by reference into this prospectus. The selected historical consolidated financial data for each of the financial years ended December 31, 2011 and 2010 have been derived from the audited consolidated financial statements of Delhaize as of and for such years contained in its other reports filed with the SEC, which are not incorporated by reference into this prospectus. The selected historical financial data for the financial half year ended June 30, 2015 has been derived from the unaudited condensed consolidated financial statements of Delhaize as of and for that period contained in its Current Report on Form 6-K furnished to the SEC on October 23, 2015, which is incorporated by reference into this prospectus.

The selected financial data presented below is only a summary, and it should be read in conjunction with the consolidated financial statements of Delhaize, related notes thereto and other financial information incorporated by reference into this prospectus. Historical results for any period are not necessarily indicative of results to be expected for any future period and should be read in conjunction with Delhaize’s “Operating and Financial Review and Prospects” contained in its Annual Report on Form 20-F filed with the SEC on April 29, 2015, which is incorporated by reference into this prospectus.

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(1) Delhaize usually declares dividends once a year at the Delhaize shareholders’ meeting following the financial year to which the dividend relates. Cash dividends per share represent the dividend for the indicated financial year, before deduction of withholding tax pursuant to Belgian domestic law, which is approved at the Delhaize shareholders’ meeting held the following year. Cash dividends paid represent the amount of dividend effectively paid during the indicated year.

(2) Comparative data has been restated to reflect (i) the reclassification of the banner Bottom Dollar Food and Delhaize’s Bulgarian and Bosnian and Herzegovinian operations to discontinued operations given their divestiture and (ii) the initial application of IFRIC 21.

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following table shows information about the pro forma financial condition and results of operations, including per share data, of Ahold after giving effect to the merger.

The table sets forth selected unaudited pro forma condensed combined income statement data, including per share data, for the financial half year ended July 12, 2015 and for the financial year ended December 28, 2014, which give effect to the merger as if it had occurred on December 30, 2013. A pro forma adjustment has been made for the purposes of the unaudited pro forma condensed combined financial information for the financial half year ended July 12, 2015 to reflect the difference in the number of days in the financial half year periods of Ahold and Delhaize. The financial half year ended July 12, 2015 for Ahold was from December 29, 2014 to July 12, 2015, and the financial half year ended June 30, 2015 for Delhaize was from January 1, 2015 to June 30,

2015. The different financial half year periods for Ahold and Delhaize result in a difference of 15 days, and the pro forma adjustment was calculated on the basis of the unaudited results for Delhaize for the month of July 2015 and pro-rated for 15 days. See Note 2A under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 124 of this prospectus for more details regarding this pro forma adjustment. The unaudited pro forma condensed combined income statement of Ahold for the financial year ended December 28, 2014 combines the historical results of Ahold for the financial year ended December 28, 2014 and the historical results of Delhaize for the financial year ended December 31, 2014. No pro forma adjustments have been made with respect to the one-day difference in the length of Ahold’s financial year ended December 28, 2014 and Delhaize’s financial year ended December 31, 2014 because the impact of the one-day difference was not considered to be material. The unaudited per share data on a pro forma combined basis also takes into account the estimated effect of the Ahold capital return on the number of outstanding Ahold ordinary shares. See the section entitled “The Merger—Ahold Capital Return” beginning on page 92 of this prospectus.

The selected unaudited pro forma condensed combined balance sheet as of July 12, 2015 gives effect to the merger as if it had occurred on that date and, due to different financial period ends, combines the historical balance sheet of Ahold as of July 12, 2015 and the historical balance sheet of Delhaize as of June 30, 2015.

The information presented below should be read together with the historical financial statements of Ahold, included elsewhere in this prospectus, and the historical financial statements of Delhaize, incorporated by reference into this prospectus, and the other unaudited pro forma condensed combined financial information, including the related notes included elsewhere in this prospectus. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 124 of this prospectus.

The selected unaudited pro forma condensed combined financial information presented below has been prepared on a basis consistent in all material respects with the accounting policies of Ahold in accordance with IFRS as issued by the IASB.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of results that actually would have occurred had the combination been completed on the dates indicated or that may be obtained in the future. See also the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “Risk Factors” and “General Information—ForwardLooking Statements.” As of July 12, 2015 € million

Combined Statement of Financial Position Data:

Equity attributable to ordinary shareholders 13,152 Long-term loans and other non-current financial liabilities 6,553 Total assets 31,371 Current assets 7,294

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COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE INFORMATION

The following tables set forth selected historical and unaudited pro forma condensed combined per ordinary share and per American Depositary Share (ADS) information for Ahold and Delhaize.

Ahold Per Ordinary Share/ADS Data The historical per ordinary share/ADS data for Ahold is derived from the audited consolidated financial statements of Ahold as of and for the financial year ended December 28, 2014 and the unaudited condensed consolidated interim financial statements for Ahold as of and for the financial half year ended July 12, 2015.



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