Ahold Delhaize Annual General Meeting 2019

Annual General Meeting 2019

The 2019 Annual General Meeting of Shareholders (“AGM”) of Koninklijke Ahold Delhaize N.V. (“Ahold Delhaize” or “the Company”) will be held on April 10, 2019, at the Muziekgebouw aan ‘t IJ, Piet Heinkade 1 in Amsterdam. The meeting will be audio webcast live and in full on this website.

The agenda and relevant documents have been published on February 27, 2019.

Meeting documents

Below you find the agenda and other relevant documents:

Outstanding shares and voting rights

On March 14, 2019, before opening of the markets, Koninklijke Ahold Delhaize N.V. had 1,118,523,894 ordinary shares outstanding. Also 223,415,103 cumulative preferred financing shares are outstanding, to which 67,971,873 voting rights are attached. The total number of voting rights is 1,186,495,767.

Attending the meeting and voting

The 2019 AGM will be held on April 10, 2019 at 2:00 PM CET. The registration will start at 1:00 PM CET. Click here for a route description to the Muziekgebouw aan ‘t IJ.

Shareholders will have several possibilities to cast their votes at the AGM, which are outlined below.
 

Registration and record date

Pursuant to Dutch law, the persons who are entitled to vote and/ or attend the AGM, are those persons who on March 13, 2019, after processing all the settlements on that date (the “Record Date”) are registered as such in a (sub)register designated by the Management Board. The (sub)registers for bearer shares are the administrations held at the Record Date, ultimately at 6:00 PM CET, by the banks and brokers which are participating institutions (aangesloten instellingen) according to the Dutch Securities Depository Act (Wet Giraal Effectenverkeer) of the Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. For holders of registered shares, the shareholders registers of the Company (or parts thereof) have been designated as (sub)registers.

Notification

Holders of bearer shares who either in person or by proxy wish to attend the meeting can register with ABN AMRO Bank N.V. via www.abnamro.com/evoting or via their own bank as from March 14, 2019, up to and including April 3, 2019 at 5:00 PM CET. A confirmation must be submitted to ABN AMRO Bank N.V. via www.abnamro.com/intermediary, no later than April 4, 2019 at 10:00 AM CET, by the participating institution in which administration those holders are registered as holders of the shares, stating that such shares were or will be registered at the Record Date, whereupon the holder will receive an admission ticket for the general meeting.

Registered shares

Holders of registered shares who wish to attend the general meeting have to notify the Company in the manner set forth in the letters sent to them.

Identification

Persons without a valid admission ticket will not be admitted to the meeting. Persons entitled to attend the meeting may be asked for identification prior to being admitted and are therefore requested to carry a valid identity document (such as a passport or driver’s license).

Voting

If you will be present during the meeting you will be able to cast your vote directly on all subjects that are brought up for voting. Voting at the shareholders meeting will be done by means of an electronic voting system, so that the outcome of the vote can be determined directly.

Please note that facilities will be available for proxyholders that represent several shareholders and that wish to vote in different ratios per agenda item. Such proxyholders are requested to contact the Company at +31 88 659 5275.

Voting instruction through the internet

Shareholders may also participate in the decision-making process and cast their vote through an electronic proxy with a voting instruction. In such case you will need to register your shares in Ahold Delhaize with ABN AMRO on or before April 3, 2019 at 5:00 PM CET. You may electronically give your voting instruction through www.abnamro.com/evoting. You will grant an electronic proxy with a voting instruction to the Company Secretary of Ahold Delhaize or to SGG Netherlands N.V. ("SGG"). You may submit your voting instruction up to and including April 3, 2019 at 5:00 PM CET. If desired, you can also amend a previously submitted voting instruction ultimately on April 3, 2019 at 5:00 PM CET.

Voting instruction via written proxy

The meeting and voting rights may be exercised by a written proxy. There are three different Proxy forms, which are available in the ‘meeting documents’ section above and at the offices of Ahold Delhaize.

Proxy to Company Representative

With the Proxy Company Representative shareholders may provide any of the Ahold Delhaize representatives referred to in that form with a proxy to represent that shareholder at the AGM, in the manner set out in the Proxy Company Representative form. This written proxy must be received by the Company Secretariat ultimately on or before April 3, 2019 at 5:00 PM CET. Anyone attending on your behalf should bring the written proof that you are a shareholder (registratiebewijs). Therefore, please send the written proof that you are a shareholder to Ahold Delhaize.

General proxy

With the General Proxy form shareholders may provide any and all persons of their choice with a proxy to represent them at the AGM, in the manner set out in the General Proxy form. This written proxy must be received by the Company Secretariat on or before April 3, 2019 at 5:00 PM CET. Please note that anyone attending on your behalf should bring the written proof that you are a shareholder (registratiebewijs), as well as a copy of the written proxy as these need to be shown at the registration for the meeting.

Proxy to Independent Third Party

It is possible to provide a proxy to SGG, which will perform the proxy as an independent third party. This written proxy to SGG, which will also contain voting instructions, must be received by SGG on or before April 3, 2019 at 5:00 PM CET. Anyone attending on your behalf should bring the written proof that you are a shareholder (registratiebewijs). Therefore, please send written proof that you are shareholder to SGG.

Holders of American Depository Receipts

If you are a registered holder of American Depositary Receipts (ADRs), you may give your instruction through Deutsche Bank Trust Company Americas, the U.S. depositary. You will receive information, including a voting instruction card. If your ADRs are held through a bank, broker or custodian, you will receive the voting instruction card from your bank, broker or custodian directly. Both registered and beneficial holders can vote on their shares, provided such holders have returned their completed proxy form prior to 10:00 AM New York time on March 25, 2019.