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					                            ROYAL AHOLD



                                    FORM 20-F
                   (Annual and Transition Report (foreign private issuer))




              Filed 5/6/2004 For Period Ending 12/28/2003



Address             ALBERT HEIJNWEG 1 P O BOX 33
                    1500 EA ZAANDAM THE,
CIK                 0000869425
Industry            Retail (Grocery)
Sector              Services
Fiscal Year         01/03
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                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                                           Washington, D.C. 20549

                                                               FORM 20-F
(Mark One)
       Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
                                                                             or
      Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                                   for the fiscal year ended December 28, 2003
                                                                             or
       Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                            for the transition period from                      to
                                                         Commission file number 0-18898


                                          Koninklijke Ahold N.V.
                                                    (Exact name of Registrant as specified in its charter)

                                                                      Royal Ahold
                                                      (Translation of Registrant’s name into English)

                                                                   The Netherlands
                                                       (Jurisdiction of incorporation or organization)

                                            Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands
                                                           (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class                                                                                      Name of each exchange on which registered

Common shares at a par value of EUR 0.25 each, represented by
   American Depositary Shares                                                                                New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of
   the Act:                                                                                                              None.
Securities for which there is a reporting obligation pursuant to Section
   15(d) of the Act:                                                                                                     None.
Indicate the number of outstanding shares of each of the issuer’s
   classes of capital or common stock as of the close of the period
   covered by the Annual Report:
Cumulative preferred financing shares at a par value of EUR 0.25 per
   share                                                                                                              369,217,164
Common shares at a par value of EUR 0.25 per share                                                                   1,552,603,293
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                                                     Yes         No
Indicate by check mark which financial statement item the registrant has elected to follow.
                                                               Item 17            Item 18 
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TABLE OF CONTENTS

INTRODUCTION
PART I
  ITEM 1.      IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                          4
  ITEM 2.      OFFER STATISTICS AND EXPECTED TIMETABLE                                        4
  ITEM 3.      KEY INFORMATION                                                                4
  ITEM 4.      INFORMATION ON THE COMPANY                                                     8
  ITEM 5.      OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                   23
  ITEM 6.      DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                     24
  ITEM 7.      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                              29
  ITEM 8.      FINANCIAL INFORMATION                                                          30
  ITEM 9.      THE OFFER AND LISTING                                                          31
  ITEM 10.     ADDITIONAL INFORMATION                                                         32
  ITEM 11.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                     45
  ITEM 12.     DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                         45

PART II
  ITEM 13.     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                45
  ITEM 14.     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   45
  ITEM 15.     CONTROLS AND PROCEDURES                                                        45
  ITEM 16.     [RESERVED]
  ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT                                               45
  ITEM 16B.    CODE OF ETHICS                                                                 45
  ITEM 16C.    PRINCIPAL ACCOUNTANT’S FEES AND SERVICES                                       46

PART III
  ITEM 17.     FINANCIAL STATEMENTS                                                           46
  ITEM 18.     FINANCIAL STATEMENTS                                                           46
  ITEM 19.     EXHIBITS                                                                       47
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INTRODUCTION
Specific portions of our 2003 Annual Report to Shareholders (the “2003 Annual Report”) are incorporated by reference in this annual report on
Form 20-F to the extent noted herein and are included in Exhibit 14.1 attached hereto. Our consolidated financial statements and related notes
(the “Financial Statements”) and the independent auditors’ report related thereto are incorporated by reference in this annual report on Form
20-F and are included in Exhibit 14.2 attached hereto. All references to this annual report on Form 20-F are deemed to also include the portions
of the 2003 Annual Report and Financial Statements incorporated herein by reference.
As indicated in Item 18 to this annual report on Form 20-F, separate financial statements and notes thereto for our current joint ventures,
Jéronimo Martins Retail (“JMR”), Paiz Ahold N.V. (“Paiz Ahold”) and ICA AB (“ICA”), and our former joint venture, Disco Ahold
International Holdings N.V. (“DAIH”), have not been included in this annual report on Form 20-F and are required to be included in
accordance with Rule 3-09 of Regulation S-X. We intend to include these separate financial statements and notes thereto in amendments to this
annual report on Form 20-F upon completion of such financial statements in appropriate form for the filing with the U.S. Securities and
Exchange Commission (the “SEC”).
General Information
In this annual report on Form 20-F, Koninklijke Ahold N.V. is also referred to (together with its consolidated subsidiaries, when the context so
requires) as “we,” “us,” “our,” the “Company,” or “Ahold.” Our consolidated financial statements included in Item 18 of this annual report on
Form 20-F are prepared in accordance with accounting principles generally accepted in The Netherlands (“Dutch GAAP”). Dutch GAAP
differs in certain significant respects from accounting principles generally accepted in the United States (“US GAAP”). The differences
between Dutch GAAP and US GAAP relevant to us are explained on pages F-84 through F-104 of the Financial Statements in Note 31
“Reconciliation of Dutch GAAP to US GAAP,” which information is incorporated herein by reference.
We are domiciled in The Netherlands, which is one of the member states of the European Union (the “European Union” or the “EU”) that has
adopted the Euro (“Euro” or “EUR”) as its currency. Prior to 1999, the reporting currency of our financial statements was the Dutch guilder.
Effective from 1999, we have adopted the Euro as our reporting currency. As a significant portion of our business is based in the U.S.,
exchange rate fluctuations between the Euro and the U.S. dollar (“dollar,” “US dollar” or “USD”) are among the factors that have influenced
year-to-year comparability of our consolidated results of operations and financial position. For additional information, please see Item 3 “Key
Information—Exchange Rates.”
Unless otherwise indicated, references to currencies of countries other than The Netherlands or the U.S. are as follows:
                                                                                                      Symbol
                                           Country                         Currency

                                    Brazil                             Brazilian Real                 BRL
                                    Japan                              Japanese Yen                   JPY
                                    Czech Republic                     Czech Koruna                   CZK
                                    Great Britain                      British Pound                  GBP
                                    Sweden                             Swedish Krona                  SEK
                                    Argentina                          Argentine Peso                 ARS
                                    Poland                             Polish Zloty                   PLN
                                    Switzerland                        Swiss Franc                    SFR
Forward-Looking Statements
Certain statements in this annual report on Form 20-F are “forward-looking statements” within the meaning of the U.S. federal securities laws.
Those statements include, but are not limited to:
      • expectations as to increases in net sales, operating income and certain expenses in respect of certain of our operations, and
          estimations of the factors that will cause such expected increases;
     •    expectations as to reduction of our net debt;
     •    expectations as to the tax rate and Ahold’s tax position;
     •    expectations as to the impact of operational improvements on productivity levels, operating income and profitability in our stores;
     •    statements regarding the timing, scope, progress and expected impact of our three-year financing plan and strategy, including;
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     •    expectations as to the savings and synergies from our arena strategy and other strategic initiatives of our subsidiaries, including the
          integration of administrative and managerial functions, particularly in the U.S. and Europe;
     •    statements as to the timing, effects, limits and effectiveness of proposed improvements and changes to our accounting policies,
          internal control systems and corporate governance;
     •    expectations as to the timing and our ability to return to an investment grade profile;
     •    statements as to the timing, scope and impact of certain divestments, the amount of proceeds to be raised and the use of proceeds
          from such divestments;
     •    statements regarding the U.S. Foodservice (“USF”) strategy and recovery plan, including its training program, the reorganization of
          its operations, the full implementation of its Supplier Incentive System tracking system, the integration and improvement of its
          operating platforms, the strengthening of its governance and internal controls, the restoration of its procurement leverage and changes
          to its incentive plan;
     •    statements as to the expected impact of changes in accounting standards, including International Financial Reporting Standards
          (“IFRS”) (previously known as International Accounting Standards or “IAS”);
     •    expectations as to our financial condition and prospects, our access to liquidity, the sufficiency of our working capital, the sufficiency
          of our existing credit facilities and our letter of credit requirements, as well as to the timing and amounts of certain repayments under
          those credit facilities and the sources of funds available for such payments;
     •    expectations as to growth in the foodservice industry;
     •    statements as to our expected positions in the markets where we operate;
     •    statements as to the expected timing, strategy, outcome, cost and impact of certain litigation proceedings and investigations and the
          sufficiency of our available defenses and responses;
     •    statements as to the extent of our obligations under certain contingent liabilities, including our estimate of the amount that would
          have been payable by us for all the shares of ICA held by our joint venture partners if they had exercised their put option to sell these
          shares to us;
     •    expectations as to the availability or sufficiency of our directors’ and officers’ liability insurance;
     •    expectations as to the amount of contributions to certain pension plans and other employee benefit plans;
     •    statements as to the timing of future dividend payments, if any;
     •    expectations as to our competitive position and the impact of the weakened economy on our business;
     •    statements as to our compliance with various environmental laws and regulations and estimations as to the materiality of any related
          costs;
     •    expectations as to relations between our operating companies and their employees, including relationships with labor unions;
     •    expectations as to possible reversal of goodwill previously charged to shareholders’ equity under Dutch GAAP and possible losses on
          divestments; and
     •    expectations regarding our growth and capital expenditures.
These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from
future results expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from
the information set forth in any forward-looking statements include, but are not limited to:
     •    our liquidity needs exceeding expected levels and amounts available under our credit facilities;
     •    our ability to maintain normal terms, or improve terms, with vendors and customers;
                                                                         2
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     •    our ability to successfully implement our cash flow and debt reduction plan, as well as our divestment program, in particular our
          ability to refinance our debt obligations maturing in 2004 and 2005;
     •    the effect of general economic conditions and changes in interest rates in the countries in which we operate;
     •    difficulties encountered in the implementation of our arena strategy and other strategic initiatives of our subsidiaries and the
          realization of expected savings and synergies;
     •    diversion of management’s attention, the loss of key personnel, the integration of new members of management, and our ability to
          attract and retain key executives and associates;
     •    increases in competition in the markets in which our subsidiaries and joint ventures operate and changes in marketing methods
          utilized by competitors;
     •    our ability to maintain satisfactory labor relations;
     •    the potential adverse impact of certain joint venture put options, if exercised, on our liquidity and cash flow;
     •    fluctuations in exchange rates between the euro and the other currencies in which our assets, liabilities and operating income are
          denominated, in particular, the US dollar;
     •    our ability to maintain our market share in the markets in which we operate;
     •    the results of pending or future investigations or legal proceedings to which we and certain of our current and former directors,
          officers and employees are, or may be, a party;
     •    the results of a pending arbitration proceeding challenging the valuation of the shares of ICA by an independent valuation expert;
     •    the actions of government regulators and law enforcement agencies;
     •    any further downgrading of our credit ratings; and
     •    other factors discussed elsewhere in this annual report on Form 20-F.
Many of these factors are beyond our ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance
on the forward-looking statements, which only speak as of the date of this annual report on Form 20-F or, in the case of the 2003 Annual
Report, as of April 24, 2004. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to
reflect events or circumstances after the date of this annual report on Form 20-F or to reflect the occurrence of unanticipated events, except as
may be required under applicable securities laws and regulations.
Neither our independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect
to the prospective financial information included in this annual report on Form 20-F, nor have they expressed any opinion or any other form of
assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective
financial information.
For additional information on these forward-looking statements and the factors that could cause actual results to differ materially from future
results expressed or implied by these forward-looking statements, please see the information on pages 22 through 33 of the 2003 Annual
Report under the caption “Risk Factors,” which information is incorporated herein by reference.
                                                                         3
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PART I
ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    Not applicable.
ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE
    Not applicable.
ITEM 3.      KEY INFORMATION
Selected Financial Data
The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements included in
Item 18 of this annual report on Form 20-F.
Consolidated Statements of Operations Data
                                                                                                 2003          2002        2001         2000          1999

                                                                                                        (in EUR millions, except per share amounts)
Amounts in accordance with Dutch GAAP
Net sales                                                                                       56,068       62,683       54,213      40,833      27,986
Operating income                                                                                   718          239        1,911       1,635       1,181
Net income (loss) before preferred dividends                                                        (1)      (1,208)         750         920         738
Net income (loss) after preferred dividends                                                        (39)      (1,246)         712         903         725
Net income (loss) after preferred dividends per common share-basic                               (0.04)       (1.24)        0.77        1.13        1.02
Net income (loss) after preferred dividends per common share-diluted                             (0.04)       (1.24)        0.76        1.10        1.00
Amounts in accordance with US GAAP
Net sales                                                                                       53,847       60,080       51,766      39,032      27,424
Operating income from continuing operations                                                        838          253        1,518       1,197       1,014
Net income (loss) from continuing operations                                                       (23)      (1,034)        (261)        497         597
Net income (loss) before preferred dividends                                                      (709)      (4,290)        (216)        459         569
Net income (loss) after preferred dividends, before change in accounting policy                   (647)      (1,736)        (234)        442         556
Net income (loss)                                                                                 (747)      (4,328)        (254)        442         556
Net income (loss) from continuing operations per share – basic                                   (0.02)       (1.03)       (0.25)       0.62        0.84
Net income (loss) after preferred dividends, before change in accounting policy, per share –
  basic                                                                                          (0.63)        (1.73)       (0.25)       0.55          0.79
Net income (loss) after preferred dividends, before change in accounting policy, per share –
  diluted                                                                                        (0.63)        (1.73)       (0.27)       0.51          0.76
Net income (loss) per share – basic                                                              (0.73)        (4.32)       (0.27)       0.55          0.79
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Consolidated Balance Sheet Data
                                                                                                               December 30,      December 31,         January 2,
                                                                            December 28      December 29,
                                                                               2003              2002              2001              2000               2000

                                                                                      (in EUR millions, except number of common shares outstanding)
Amounts in accordance with Dutch GAAP
Total assets                                                                   23,399            24,738            28,626            21,534            11,652
Shareholders’ equity                                                            4,851             2,609             5,496             2,352             2,326
Share capital                                                                     480               298               295               269               179
Common shares outstanding                                                   1,522,603           931,107           920,979           816,849           646,484
Cumulative preferred financing shares outstanding                             369,217           259,317           259,317           259,317           144,000
Dividends per share                                                              0.00              0.22              0.73              0.63              0.49
Amounts in accordance with US GAAP
Total assets                                                                   30,300            32,420             40,010            31,749            18,521
Shareholders’ equity                                                            9,620             8,541             15,544            11,874             8,029
For a discussion of the principal differences between US GAAP and Dutch GAAP relevant to us, please see the information on pages F-84
through F-104 of the Financial Statements in Note 31—“Reconciliation of Dutch GAAP to US GAAP,” which information is incorporated
herein by reference. For information about material acquisitions, divestitures, consolidations and deconsolidations affecting the periods
presented, please see Item 4 “Information on the Company,” Item 5 “Operating and Financial Review and Prospects,” and the information on
pages F-19 through F-25 of the Financial Statements in Note 3—“Acquisitions and Divestments” and Note 4—“Discontinued Operations,”
which information is incorporated herein by reference. For information on the changes in share capital, please see the information on pages F-
53 through F-55 of the Financial Statements in Note 20—“Changes in Shareholders’ Equity,” which information is incorporated herein by
reference.
Fiscal Year and Interim Reporting
Our fiscal year generally consists of 52 or 53 weeks and ends on the Sunday nearest to December 31 of each calendar year, with the subsequent
fiscal year beginning on the following Monday. Our past five fiscal years each contained 52 weeks. As used in this annual report on Form 20-F,
     •    2003 refers to our fiscal year ended December 28, 2003;
     •    2002 refers to our fiscal year ended December 29, 2002;
     •    2001 refers to our fiscal year ended December 30, 2001;
     •    2000 refers to our fiscal year ended December 31, 2000; and
     •    1999 refers to our fiscal year ended January 2, 2000.
The quarters that we use for interim financial reporting are determined as follows:
     •    the first quarter consists of the first 16 weeks of the fiscal year; and
     •    the second, third and fourth quarters consist of the subsequent 12-week periods, except years containing 53 weeks, which have a 13-
          week fourth quarter.
The fiscal year for our subsidiary USF, is also a 52- or 53-week year with its fiscal year ending on the Saturday closest to December 31. USF’s
quarters are each 13-week periods except for 53-week years, which have a 14-week fourth quarter. The fiscal year of our operations in Spain,
Central Europe, South America, Thailand and Indonesia and our treasury center in Geneva, Switzerland corresponds to the calendar year and
ends on December 31. The quarters that these entities use for interim financial reporting end on March 31, June 30 and September 30.
                                                                        5
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Exchange Rates
The weighted average rate of the dollar per Euro that we used in the preparation of our consolidated financial statements was:
     • USD 1.1289 for 2003
      •     USD 0.9424 for 2002
      •     USD 0.8956 for 2001
      •     USD 0.9212 for 2000
      •     USD 1.0637 for 1999
The year-end rates of the dollar per Euro that we applied to balances in our consolidated financial statements were:
     • USD 1.2429 as of December 28, 2003
      •     USD 1.0438 as of December 29, 2002
      •     USD 0.8836 as of December 30, 2001
      •     USD 0.9424 as of December 31, 2000
      •     USD 1.0075 as of January 2, 2000
The rates used in the preparation of our consolidated financial statements may vary in certain minor respects from the rate in New York City
for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the “noon buying rate”).
Solely for convenience of the reader, this annual report on Form 20-F includes translations between certain Euro amounts and dollar amounts at
specified rates. Unless otherwise indicated, we have translated Euros into dollars at a rate of EUR 1 = USD 1.2429, which is equal to the
exchange rate that we used in the preparation of our 2003 balance sheet. Except for amounts translated for convenience purposes, we have
translated certain foreign currency balance sheet amounts included in this annual report on Form 20-F into Euros using the exchange rate
prevailing as of the end of the relevant reporting period. We have translated certain foreign currency statement of operations amounts included
in this annual report on Form 20-F into Euros using the weighted average exchange rate during the relevant reporting period.
The following table sets forth, for the years indicated, certain information concerning the exchange rate of the US dollar relative to the Euro,
expressed in US dollar per Euro:

          Year                                                                           Period End (1)   Average (1)    High (1)    Low (1)


          1999                                                                                 1.0075        1.0588      1.1812      1.0016
          2000                                                                                 0.9424        0.9207      1.0335      0.8270
          2001                                                                                 0.8836        0.8950      0.9535      0.8370
          2002                                                                                 1.0438        0.9441      1.0438      0.8594
          2003                                                                                 1.2429        1.1299      1.2597      1.0361
(1)   Based on the noon buying rates listed by the Federal Reserve Bank of New York.

The following table sets forth, for the three-month period from January 1, 2004, through March 31, 2004, the high and low noon buying rates
of the dollar against the Euro. The noon buying rate of the US dollar against the Euro as of April 30, 2004, was USD 1.1975 = EUR 1.
                                                                                                                           High       Low

          November 2003                                                                                                   1.1995     1.1417
          December 2003                                                                                                   1.2597     1.1956
          January 2004                                                                                                    1.2853     1.2389
          February 2004                                                                                                   1.2848     1.2426
          March 2004                                                                                                      1.2431     1.2088
          April 2004                                                                                                      1.2358     1.1802
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Fluctuations in the exchange rates between the dollar and the Euro have affected the dollar equivalent of the Euro prices of our common shares
on the Official Segment of Euronext Amsterdam N.V.’s stock market (also referred to as “Euronext Amsterdam” or “Euronext”) and, as a
result, are likely to have affected the market price of our American Depositary Shares (“ADSs”) listed on the New York Stock Exchange (the
“NYSE”). Such fluctuations will also affect the dollar amounts received by holders of our ADSs on conversion by The Bank of New York, as
depositary, of cash dividends, if any, paid in Euros on the common shares represented by the ADSs.
Dividends
Prior to 2003, we customarily declared dividends on our common shares twice a year. An interim dividend was proposed by our Corporate
Executive Board and, with the approval of our Supervisory Board, was generally paid in September of each year. The proposed total dividend
for the year was approved by the annual General Meeting of Shareholders, which typically has been held in May, and the second, or final,
portion of the total yearly dividend was paid after this meeting. We declared an interim dividend for 2002 in August 2002 which was paid in
September 2002 out of reserves. On March 5, 2003, we announced that we would not pay a final dividend on our common shares in respect of
2002. Any future determination relating to our dividend policy regarding our common shares will be made at the discretion of our Corporate
Executive Board and our Supervisory Board and will depend on a number of factors, including future earnings, capital requirements, financial
condition, restrictions in credit facilities, future prospects and other factors our Corporate Executive Board and our Supervisory Board may
deem relevant. We do not expect to pay any further dividends on our common shares until we return to an investment grade profile.
Effective 1999, dividends on our common shares have been declared in Euros. The following table gives certain information relating to
dividends on our common shares declared in the years indicated.
                                                                                               Translated Cash
                                                                              Cash Dividend
                                                                                               Dividend Option
                                                                              Option (Euro)          (1)
Year                                                                                               (USD)                 Stock Dividend Option

1999                                    Interim                                       0.14                 0.15    1 common share per 100 owned
                                        Final                                         0.35                 0.35   2 common shares per 100 owned

                                        Total                                         0.49                 0.50
2000                                    Interim                                       0.18                 0.16    1 common share per 100 owned
                                        Final                                         0.45                 0.40   2 common shares per 100 owned

                                        Total                                         0.63                 0.56
2001                                    Interim                                       0.22                 0.20    1 common share per 100 owned
                                        Final                                         0.51                 0.47   2 common shares per 100 owned

                                        Total                                         0.73                 0.67
2002                                    Interim                                       0.22                 0.21   1 common share per 100 owned
                                        Final                                          —                    —

                                        Total                                         0.22                 0.21
2003                                    Interim                                        —                    —
                                        Final                                          —                    —

                                        Total                                          —                   —

(1)    The translated total US dollar dividend amount consists of the Euro cash dividend translated into US dollars at the noon buying rate on
       the applicable dividend payment date.
Risk Factors
The information on risk factors required by this Item 3 is incorporated herein by reference from pages 22 through 33 of the 2003 Annual
Report under the caption “Risk Factors.”
The referenced discussion of risks relating to our business and the recent developments at Ahold should be read carefully in connection with
the forward-looking statements included in this annual report on Form 20-F. Any of these risks could materially adversely affect our financial
condition, results of operations and liquidity and the actual outcome of matters as to which forward-looking statements included in this annual
report on Form 20-F are made. The risks described are not the only ones facing us. Additional risks not currently known to us or that we
currently believe are immaterial may also materially adversely affect our financial condition, results of operations and liquidity. For additional
information regarding forward-looking statements, please see the discussion on “Forward-Looking Statements” in the “Introduction” above.
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ITEM 4.      INFORMATION ON THE COMPANY
Organization
We are domiciled in The Netherlands and incorporated under the laws of The Netherlands as a holding company conducting business through
our subsidiaries and joint ventures. For a list of our significant subsidiaries, please see the information on pages F-104 through F-106 of the
Financial Statements in Note 32—“List of Subsidiaries and Affiliates of Ahold as of December 28, 2003,” which information is incorporated
herein by reference.
We can be contacted via the following addresses, through our email address corp.communications@ahold.com or via our website at
www.ahold.com. The information on our website is not incorporated into and does not otherwise constitute a part of this annual report on Form
20-F.

Company Address                                                             Mailing Address
Ahold                                                                       Ahold
Albert Heijnweg 1                                                           P.O. Box 3050
1507 EH Zaandam                                                             1500 HB Zaandam
The Netherlands                                                             The Netherlands
Acquisitions and Divestments
For information on our acquisitions and divestments, please see the information on page 37 of the 2003 Annual Report under the caption
“Operating and Financial Review and Prospects—Strategy—Restoring Our Financial Health,” the information on pages F-19 through F-23 of
the Financial Statements in Note 3—“Acquisitions and Divestments” and the information on pages F-107 through F-110 of the Financial
Statements in Note 33—“Subsequent Events,” which information is incorporated herein by reference.
Business Overview
Retail Trade
Our food retail companies operate under their own brand names. As of year-end 2003, we had retail trade businesses in the U.S., Europe, South
America and the Asia Pacific region. Our retail business consists of our retail chain sales, sales to franchise stores and sales to associated
stores. As discussed in greater detail below, in April 2003, we began to withdraw from South America and the Asia Pacific region.
On November 7, 2003, we announced our three-year financing plan and strategy to restore the value of our company. The plan focuses on four
key areas: (1) restoring our financial health; (2) re-engineering our food retail business; (3) recovering the value of USF; and (4) reinforcing
accountability, controls and corporate governance. As a first step of implementing our strategy to re-engineering our food retail business, we
are re-organizing our food retail business into regional marketplaces with similar characteristics, which we call arenas. The creation of arenas
will allow us to maintain the separate brands of each of our operating companies, including pricing and product assortment, while combining
administrative control, information technology, sourcing, finance and human resources functions into a few, large integrated support service
organizations.
As of year-end 2003, we operated or serviced 5,066 stores through our consolidated subsidiaries, including 644 franchise stores and 387
associated stores. Over 64% of these stores are supermarkets. In some local markets, we have expanded into other formats, including specialty
retail trade formats, hypermarkets, cash and carry and convenience stores. The majority of our franchise stores and associated stores are located
in The Netherlands.
Store Formats
Franchise stores typically operate under the same format as, and are not distinguishable from, Ahold-operated stores in a particular geographic
area. Each franchisee purchases merchandise at wholesale prices from us, pays a franchise fee, receives various support services, including
logistical and warehouse services, and receives management support and training, marketing support and administrative assistance. Associated
stores operate as independent retailers and may use various store formats, including non-Ahold formats. These stores also have more flexibility
in terms of product line and pricing, but we provide them with support services,
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including the ability to benefit from bulk purchasing and an increase in bargaining power in entering into contracts to procure products and
services not intended for resale but used within our own businesses. For a detailed description of our franchise and associated stores, please see
“Retail Trade in Europe” below.
We categorize our retail trade businesses by format type, which we determine based on each store’s product mix (food and non-food) and sales
area. Supermarkets are retail locations where the average sales area is less than 2,000 square meters or 22,000 square feet or where the average
sales area for non-food items is less than 25% of the total average sales area. Hypermarkets are retail locations where the average sales area is
more than 2,000 square meters or 22,000 square feet or where the average sales area for non-food items is more than 25% of the total average
sales area. A compact hypermarket, while not strictly classified, is a small hypermarket where the average sales area is between 2,000 and
5,000 square meters. Superstores are comparable in size with supermarkets, but offer a wider assortment of goods and services, including
health and beauty care, pharmacy and natural foods. Convenience stores are like small supermarkets, but with their own format, located at
gasoline stations, inside railway stations, or at other locations which, in the judgment of management, are considered to be convenience store
locations. These format definitions are guidelines which we use with a certain degree of flexibility and, when appropriate, adjust for local
interpretations. We intend to concentrate on fewer store formats, in particular, supermarket formats.
Company-operated, Franchise and Associated Stores
For information about our company-operated, franchise and associated stores as of year-end 2003, please see the tables “Consolidated
Subsidiaries,” “Changes in Consolidated Store Count,” “Unconsolidated Joint Ventures” and “Changes in Unconsolidated Store Count
(including associated stores)” on page 49 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—
Results of Operations—Company, Franchise and Associated Stores,” which tables are incorporated herein by reference.
Foodservice
Our foodservice operations provide us with another channel to serve consumers. We supply food and related products to restaurants and other
institutional and foodservice establishments, including hotels, health care institutions, government facilities, universities, sports stadiums and
caterers. Our primary foodservice operations in the U.S. and two European countries—The Netherlands and Belgium—provide services to
thousands of accounts. Compared to the retail food market, which has only a few large operators, the USD 160 billion foodservice market in
the U.S. is large, widespread and fragmented with over 3,000 full-service distributors and over 10,000 specialty distributors operating
nationwide.
For information about net sales for our foodservice operations, please see the table “Net sales by business segments” on page 55 of the 2003
Annual Report under the caption “Operating and Financial Review and Prospects—Business Segment Information,” which table is
incorporated herein by reference.
Business Segments
Retail Trade in the U.S.
We have established ourselves, through acquisitions and organic growth, as one of the leading food retailers in the U.S., operating in 19 states
in the eastern U.S. and Washington, D.C. Based on net sales, we were the fifth largest food retailer in the U.S. We operate superstores,
conventional supermarkets and convenience stores and an online grocer. As of year-end 2003, management of each chain was responsible for
its merchandising, store formats and marketing strategies, and the operations of the regional operating companies and Peapod, LLC (“Peapod”),
our e-commerce retail company, were coordinated as a group through Ahold USA, Inc. (“Ahold USA”). Each chain operates in its own local
marketing area, focusing on providing quality, value, variety and service to our customers.
We have undertaken a number of projects to improve operational efficiency by centralizing certain common functions of its subsidiaries, such
as financing, purchasing services and information technology support. We have established a number of organizations to supply services to the
U.S. subsidiaries, including:
      • the Perishable Procurement Organization, which negotiates prices for perishable products;
     •    Corporate Brands, which manages the buying and product development of our private label merchandise;
     •    the Not-For Resale organization, which negotiates contracts for services and products used within our own operations;
     •    Ahold Information Services, which operates a data processing center serving all of our U.S. retail trade businesses;
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       •   The MollyAnna Company, which administers our U.S. retail and USF self-insurance programs;
       •   American Sales Company, which provides purchasing and distribution services in health and beauty care items, pharmacy, and
           general merchandise to our U.S. retail operations; and
       •   Ahold Financial Services, which provides accounting and financial services to The Stop & Shop Supermarket Company (“Stop &
           Shop”), Tops markets, LLC (“Tops”), Giant Food Stores, LLC (“Giant-Carlisle”) and Giant Food LLC (“Giant-Landover”).
In the later half of 2003, Giant-Carlisle and Tops completed the integration of certain back office functions, including management oversight,
merchandising and accounting, into a single organization, which we now call an arena. As part of our strategic plan discussed above, in
November 2003, we announced our intention to form an arena consisting of Giant-Landover and Stop & Shop, which will also include certain
administrative functions of Ahold USA, as part of our three-year strategic plan. The formation of this arena is under development and we
expect it to be substantially completed by the end of the third quarter of 2004. Through these arenas, we anticipate that, while our retail
companies will continue to operate in their own local markets, certain areas of management will be coordinated on a central basis in order to
leverage these areas of expertise.
As part of our strategic plan discussed above, in January 2004, we announced our intention to divest our Tops convenience stores. In February
2004, we also announced our intention to divest our Bruno’s and BI-LO chains.
For information about net sales, store counts and average sales area for our U.S. retail trade businesses, please see the table on page 56 of the
2003 Annual Report under the caption “Operating and Financial Review and Prospects—Results of Operations—Retail Trade: U.S.,” which
table is incorporated herein by reference.
Stop & Shop
We acquired Stop & Shop in July 1996. Stop & Shop, which is headquartered in Quincy, Massachusetts, was established in 1914 and pioneered
the superstore concept in New England in 1982. As of year-end 2003, Stop & Shop operated 339 superstores and conventional supermarkets in
Massachusetts, Connecticut, Rhode Island, New Jersey, New York and New Hampshire. Stop & Shop operates conventional supermarkets and
5,000 to 7,000 square meter (approximately 54,000 to 75,000 square foot) superstores, some of which include gas stations, full-service
pharmacies, portrait studios and one-hour photo developing services. Additionally, Stop & Shop and Peapod have teamed up to provide an
Internet-based home shopping and grocery delivery service under the brand name “Peapod by Stop & Shop.”
Giant-Landover
We acquired Giant-Landover, based in Landover, Maryland, in October 1998. The company was established as Giant Food, Inc., in 1936. As of
year-end 2003, Giant-Landover operated 197 retail stores selling food, pharmacy, health and beauty care items and general merchandise in
Maryland, Virginia, Delaware, New Jersey and the District of Columbia. As of year-end 2003, Giant-Landover operated 194 supermarkets,
ranging in size from approximately 420 to 5,300 square meters ( 4,500 square feet to 57,000 square feet). The other three stores are primarily
drug stores that have a limited selection of food items. In New Jersey and Delaware, Giant-Landover trades under the name “Super G” to
distinguish itself from Ahold sister company Giant-Carlisle. In addition, Giant-Landover and Peapod have teamed up to provide an Internet-
based home shopping and grocery delivery service under the brand name “Peapod by Giant.”
Giant-Carlisle
We acquired Giant-Carlisle, based in Carlisle, Pennsylvania, in 1981. Established in 1923, Giant-Carlisle operated 116 supermarkets as of year-
end 2003. The stores operate under the name “Giant” in Pennsylvania and under the name “Martin’s” in Maryland, Virginia and West Virginia.
The supermarkets range in size from approximately 3,000 square meters to 8,000 square meters (32,000 square feet to 86,000 square feet).
Tops
We acquired Tops, based in Buffalo, New York, in March 1991. The company was established in 1962. As of year-end 2003, Tops owned and
operated 156 supermarkets under the name “Tops Friendly Markets,” along with five franchise locations and 203 convenience stores under the
name “Wilson Farms,” “Sugarcreek Stores” and “Tops Xpress,” along with one franchise location.
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Tops’ primary markets are Buffalo and Rochester, both in New York, as well as markets in Cleveland, Ohio, and northern Pennsylvania.
As noted above, in January 2004, we announced our intention to divest the Tops convenience stores as part of our strategic plan. We anticipate
completing this sale by the end of 2004, subject to our successful negotiations with potential buyers and the satisfaction of certain closing
conditions.
BI-LO
We acquired BI-LO, based in Mauldin, South Carolina in 1977. BI-LO, established in 1961, was Ahold’s first U.S. acquisition, then
comprising of 96 stores. As of year-end 2003, BI-LO operated 292 supermarkets in South Carolina, North Carolina, Tennessee and Georgia. In
October 2003, we sold Golden Gallon to The Pantry, Inc. Golden Gallon operated 138 convenience stores in Tennessee and Georgia prior to
the sale. For additional information, please see page 47 of the 2003 Annual Report under the caption “Operating and Financial Review and
Prospects—Significant Factors Affecting the Results of Operations in 2003 and 2002—Impact of Divestments in 2003,” and the information on
page F-20 of the Financial Statements in Note 3—“Acquisitions and Divestments,” which information is incorporated herein by reference.
As noted above, in February 2004, we announced our intention to divest the remainder of the BI-LO chain as part of our strategic plan. We
anticipate completing this sale, subject to successful negotiations with potential buyers, by the end of 2004.
Bruno’s
We acquired Bruno’s Supermarkets, Inc. (“Bruno’s”), based in Birmingham, Alabama in December 2001. Bruno’s was established in 1932. As
of year-end 2003, Bruno’s operated a chain of 180 stores under the banners of Bruno’s (superstores), Food World and Food Max (value-
oriented supermarkets), and Food Fair (neighborhood stores) in Alabama, Florida, Mississippi and Georgia.
As noted above, in February 2004, we announced our intention to divest the Bruno’s chain as part of our strategic plan. We anticipate
completing this sale, subject to successful negotiations with potential buyers, by the end of 2004.
Peapod
In June 2000, we acquired convertible preferred stock and common stock warrants of Peapod, giving us a controlling interest in Peapod. In
August 2001, we acquired the remaining issued and outstanding shares of common stock of Peapod. Established in 1989, Peapod is an on-line
grocer based in Chicago, Illinois. Peapod has operations in Chicago and on the east coast of the U.S. Additionally, Peapod and two of our other
operating companies, Stop & Shop and Giant-Landover, have teamed up to provide an Internet-based home shopping and grocery delivery
service in southern Connecticut; Boston and Cape Cod, Massachusetts; Providence, Rhode Island; Long Island, New York (under the brand
name “Peapod by Stop & Shop”); and the metropolitan Washington, D.C. market including parts of Maryland and Virginia (under the brand
name “Peapod by Giant”).
Retail Trade in Europe
In Europe, we have significant retail trade businesses through our wholly-owned and majority-owned subsidiaries in The Netherlands, Central
Europe and Spain. In November 2003, we announced our intention to divest our operations in Spain.
Our retail trade businesses in Europe include, among others, hypermarkets, compact hypermarkets, supermarkets, and convenience stores.
For information about net sales, store counts and average sales area for our Europe retail trade businesses, please see the table on page 60 of the
2003 Annual Report under the caption “Operating and Financial Review and Prospects—Results of Operations—Retail trade: Europe,” which
table is incorporated herein by reference.
The Netherlands
We pioneered the supermarket concept in The Netherlands and, as of year-end 2003, we were the leading Dutch food retailer through our
Albert Heijn brand, both in terms of retail sales and store count. As of year-end 2003, Albert Heijn B.V. (“Albert Heijn”) operated or serviced
705 stores, including 212 franchise stores. The operated stores have an average sales area of 1,212 square meters (approximately 13,000 square
feet).
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The franchise stores typically operate in smaller market areas under the Albert Heijn format and are not distinguishable from company-
operated stores. For each franchise store, Albert Heijn provides:
     •    merchandise at wholesale prices, including a franchise fee;
     •    various support services, including logistical and warehouse services; and
     •    management support and training, marketing support and administrative and financial assistance.
Franchise agreements typically have a term of five years, and are renewable for additional five-year terms. Franchise stores are primarily
smaller stores, with an average sales area of 952 square meters (approximately 10,200 square feet).
In 2003, Albert Heijn opened two Albert Heijn XL stores, a new extra-large store format in the Dutch market, which is approximately three
times the size of a conventional Albert Heijn supermarket. Albert Heijn also opened seven new company-operated supermarkets and added
three new franchise stores. In addition, we opened one “AH to go” store in 2003, bringing the total number of such stores to 33. “AH to go” is a
new convenience store format in shopping streets, gas stations, hospitals and railway stations. Ranging in size from 100 to 250 square meters
(approximately 1,100 to 2,700 square feet), “AH to go” stores offer a select range of food and beverage products for immediate or home
consumption. In 2003, Albert Heijn closed four owned supermarkets and eight franchise stores, and transferred two owned stores to
franchisees.
Other retail trade businesses in The Netherlands include our specialty retail trade businesses. We developed these specialty retail trade
businesses in order to expand the range of products that we offer to our Dutch retail customers including, in certain instances, products which
we are not able to sell in supermarkets due to restrictions under Dutch law on the sale of liquor and prescription drugs. These specialty retail
trade businesses include Gall & Gall B.V. (“Gall & Gall”), Etos B.V. (“Etos”) and, until May 2003, De Tuinen B.V. (“De Tuinen”), which
operated as a subsidiary of Etos. Gall & Gall operates wine and liquor stores, Etos operates stores specializing in health and beauty care and, in
certain stores, prescription drugs and De Tuinen operated stores offering natural health and beauty care products. As of year-end 2003, Gall &
Gall operated 297 stores and supplied 197 franchise stores, while Etos operated 194 stores and supplied 229 franchise stores.
In 2003, we announced that the Dutch retail arena would combine our Albert Heijn, Etos and Gall & Gall operations. In May 2003, we sold De
Tuinen to NBTY Inc., a U.S.-based, publicly held company. In June 2003, we divested our confectionary stores operating under the name
Jamin Winkelbedrif (“Jamin”) through a management buyout (128 franchise stores). For additional information about these divestments, please
see page 47 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—Significant Factors Affecting the
Results of Operations in 2003 and 2002—Impact of Divestments,” and the information on pages F-19 through F-20 of the Financial Statements
in Note 3—“Acquisitions and Divestments,” which information is incorporated herein by reference.
We also own 73.2% of the outstanding shares of Schuitema N.V. (“Schuitema”), a Dutch retail and wholesale company that owns supermarkets
and also provides retail support to independent retailers and associated stores. As of year-end 2003, Schuitema owned 91 supermarkets and
provided goods and services to 387 independent and associated food retailers mainly operating under the trade name “C1000.” Schuitema also
supports these independent and associated retailers on a commercial level by providing branding and support services, including the ability to
benefit from bulk purchasing and an increase in bargaining power in entering into certain contracts. Prior to 2002, the sales to the associated
stores were classified as part of our former “Food wholesaling and food supply” business segment, but since then they have been included in
our “Retail Trade” business segment. Schuitema is subject to a different corporate governance regime from our other Dutch subsidiaries. For
information about the corporate governance regime to which Schuitema is subject, please see Item 10 “Additional Information—Large
Company Regime in The Netherlands— Schuitema.”
In October 2001, our wholly-owned Dutch subsidiaries, including foodservice provider Deli XL B.V. (“Deli XL”), introduced a new brand
name called “Albert,” offering joint internet-based home delivery service. Customers in The Netherlands can access our Dutch retail stores
through www.albert.nl and buy from all of our stores in one order.
Central Europe
In Central Europe we operate retail trade businesses in Poland, the Czech Republic and Slovakia. In 2002, we began integrating our
merchandizing, back office and administrative operations for Poland, the Czech Republic and Slovakia. We also created a new legal entity
called Ahold Central Europe, s.r.o. (Ahold Central Europe), located in the Czech Republic. In 2003, several functions, such as information
technology support, format development, buying and merchandizing and real estate, were centralized in Prague.
In 1995, we established a 50/50 joint venture with German retailer Allkauf-Gruppe to develop retail trade businesses in Poland. In January
1999, we purchased Allkauf-Gruppe’s share of the joint venture and subsequently renamed the company Ahold Polska Sp.
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z.o.o. (“Ahold Polska”). We believe the successful conversion of all stores into one supermarket format (Albert) and one compact hypermarket
format (Hypernova) has improved Ahold Polska’s market position and operational performance in the highly competitive Central European
retail food market. The two new distribution centers built in 2002 also contributed to improved operational performance, although two other
distribution centers were closed in 2002. As of year-end 2003, Ahold Polska operated 167 supermarkets under the name “Albert,” and 12
compact hypermarkets and 13 hypermarkets under the name “Hypernova.” In November 2003, two hypermarkets were sold to Carrefour.
Ahold Czech Republic A.S. (“Ahold Czech Republic”) is a 99%-owned subsidiary that began food retail trade businesses in the Czech
Republic in 1991 under the name “Euronova.” As of year-end 2003, Ahold Czech Republic operated 178 supermarkets under the name
“Albert,” and 35 compact hypermarkets and 8 hypermarkets under the name “Hypernova.” It is one of the largest food retailers in the Czech
Republic as measured by 2003 sales volume.
In 2001, we expanded our operations in Central Europe to Slovakia. Ahold Retail Slovakia, k.s., a wholly-owned subsidiary, opened its first
two stores in Slovakia in December 2001 and has continued to expand with the opening of 11 additional stores in 2002 and two stores in 2003.
As of year-end 2003, Ahold Slovakia operated 13 compact hypermarkets and two hypermarkets under the name “Hypernova.”
Spain
Throughout late 1998 and 1999, we acquired a range of well known supermarket companies in Madrid and southern Spain, increasing our store
base in Spain to a total of 160 stores as of year-end 1999. We continued to grow in Spain during 2000 through a rapid expansion program,
which increased our store base to a total of 582 stores by year-end 2000. In 2000, we acquired Kampio, a prominent regional supermarket chain
in Catalonia. We also acquired Superdiplo at year-end 2000, which, as of the time of acquisition, operated 341 supermarkets and hypermarket
stores in the Canary Islands, Andalusia and the greater Madrid region. In July 2001, Superdiplo acquired Cemetro, a chain of 24 supermarkets,
also in the Canary Islands.
As of year-end 2003, we operated 616 stores in Spain under the “Supersol” supermarket banner (in mainland Spain and the Canary Islands), the
“Netto” convenience store banner (in the Canary Islands), the “Hipersol” hypermarket banner (in mainland Spain), the “Hiperdino”
hypermarket banner (in the Canary Islands) and the “Cash Diplo” banner (in mainland Spain and the Canary Islands). In November 2003, we
announced our intention to divest our operations in Spain.
Foodservice in the United States
Through a series of acquisitions that began in April 2000 in the U.S., we have become the second largest foodservice distributor in that country
based on net sales. Our foodservice business in the U.S., which is comprised of the operations of USF and its subsidiaries, supplies food and
related products to restaurants and other institutional and foodservice establishments. USF currently has a customer base of approximately
250,000 independent “street” and “multi-unit” chain businesses throughout the U.S. “Street” businesses include small, independent, operator-
owned restaurants. “Chain” businesses include multi-unit restaurant, healthcare and catering companies. It also provides marketing expertise
and business support to its clients. USF’s operations cover a geographic area in which over 95% of the U.S. population resides. No single
customer accounts for more than 5% of net sales. In addition to our foodservice distribution businesses, USF processes and distributes custom-
cut meat products through Stock Yards Meat Packing Company and markets and distributes restaurant equipment and supplies through Next
Day Gourmet, L.P. (“Next Day Gourmet”).
USF stocks and markets thousands of national, private label and signature brand items, such as canned and dry food products, fresh meats,
poultry, seafood, frozen foods, fresh produce, dairy and other refrigerated foods, paper products, and cleaning and other supplies. USF also
markets and transports such products to establishments that prepare and serve meals to be eaten away from home.
As of year-end 2003, USF operated from 85 active food distribution facilities, ten standalone custom-cut meat shops, and six Next Day
Gourmet distribution facilities. USF maintains four support offices located in Greenville, South Carolina, Phoenix, Arizona, Chicago, Illinois
and Columbia, Maryland, which is where its corporate headquarters office is located.
Since our acquisition of USF, we have expanded our USF operations through a series of acquisitions, as set out below:
     •    In 2000, USF acquired PYA/Monarch, a broadline foodservice distributor in the southeastern U.S. which served almost 40,000
          customers.
     •    In February 2001, USF acquired Parkway Food Service (“Parkway”), a broadline foodservice distributor in western Florida. Parkway
          serviced over 1,000 customers.
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     •    In May 2001, USF acquired Mutual Wholesale Company (“Mutual”), a broadline foodservice distributor in Florida. Mutual serviced
          over 4,200 customers.
     •    In November 2001, USF acquired Alliant Exchange, Inc. (“Alliant”). Alliant serviced approximately 125,000 accounts across the
          U.S.
     •    In September 2002, USF acquired certain assets of Lady Baltimore Foods Inc. (“Lady Baltimore”), a broadline foodservice
          distributor in Kansas, Missouri, Nebraska, Arkansas, Oklahoma, Illinois and Iowa. Lady Baltimore serviced approximately 2,800
          customers.
     •    In December 2002, USF acquired Allen Foods, Inc. (“Allen Foods”), a broadline foodservice distributor in Kansas, Missouri and
          southern Illinois. Allen Foods serviced over 5,400 customers.
Foodservice in Europe
Based on net sales, we are the leading foodservice distributor in The Netherlands through our subsidiary, Deli XL. Based in Charleroi, Deli XL
is also a prominent foodservice provider in Belgium. In 1985, we acquired a Dutch foodservice company, Kok Ede, which had been operating
since 1949. We renamed it the Ahold Institutional Foodservice Company (Grootverbruik Ahold B.V.) (“GVA”). In 1997, GVA acquired Van
Der Spek. In the summer of 1999, we acquired Gastronoom, another prominent foodservice operator, and Gastronoom and GVA continued as
major vendors to the Dutch healthcare and hospitality sectors (such as hotels and restaurants). In January 2000, the two companies introduced a
new name for their joint activities, Deli XL. In October 2000, Deli XL acquired the Belgian foodservice distributor MEA from Compass Group
plc. From January 1, 2001, MEA began operating under the name “Deli XL.” Deli XL provides a wide range of some 60,000 food and non-
food products to approximately 30,000 hospitals, schools and other hospitality enterprises.
Retail Trade in South America
We began operating in South America in 1996, when we acquired Bompreço S.A. Supermercados do Nordeste (“Bompreço”) in Brazil. From
1996 to 2002, we expanded our operations in South America, including the acquisition of G. Barbosa in 2002. In April 2003, we began to
withdraw from South America as part of our strategic plan. We divested our operations in Chile, Paraguay and Peru in July, September and
December 2003, respectively. At the year-end of 2003, our remaining retail trade businesses were through our subsidiaries in Brazil and
Argentina.
In March 2004, we completed the sale of Bomprço in Brazil and sold our Brazilian credit card operation Hipercard. We have also announced
plans to sell G. Barbosa in Brazil. In March 2004, we reached an agreement for the sale of our controlling stake in Disco S.A. (“Disco”),
subject to certain closing conditions, including obtaining local anti-trust approval and the absence of any legal obstacles to consummate the
sale. We expect to complete the divestments of G. Barbosa and Disco by the end of 2004. Upon completion of these divestments, we will have
completed our withdrawal from South America.
For information about net sales, store count and average sales area for our South America retail trade businesses, please see the table on page
63 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—Results of Operations—Retail trade: South
America,” which table is incorporated herein by reference.
Brazil
Bompreço is a leading food retailer in northeastern Brazil based on retail sales. We developed our operations in Brazil in December 1996 by
indirectly acquiring 50% of the voting shares and 50.1% of the total voting capital of Bompreço. We significantly expanded our operations in
Brazil through a series of acquisitions from 1997 through 2002. As of year-end 2003, through Bompreço, we operated 70 supermarkets, 28
hypermarkets and 20 other food retail stores. In January 2002, we acquired 32 hypermarkets and supermarkets, and related operational assets,
from G. Barbosa. As of year-end 2003, through our subsidiary, G. Barbosa, we operated 7 hypermarkets and 25 supermarkets in the
northeastern Brazilian states of Sergipe and Bahia. The G. Barbosa stores continue to operate under their own name.
As discussed above, in March 2004, we completed the sale of Bompreço in Brazil and sold our Brazilian credit card operation Hipercard. In
addition, we announced plans to divest G. Barbosa and expect to complete the divestment by the end of 2004. For additional information about
these divestments, please see page 37 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—
Strategy—Restoring our Financial Health,” which information is incorporated herein by reference.
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Argentina, Chile, Peru and Paraguay
We developed our South American operations outside of Brazil through DAIH, originally established as a joint venture with Velox Retail
Holdings (“VRH”), in January 1998. At the time it was established, we held a 50% interest in DAIH, which in turn, owned, directly or
indirectly, 37.0% of the capital stock of Santa Isabel S.A. (“Santa Isabel”) and 50.4% of the capital stock of Disco. Through a series of
purchases made from 1998 to 2002, we directly and indirectly increased our ownership in Santa Isabel to 99.6% and in Disco to 99.9%. As a
result of VRH’s default on certain indebtedness, we were required to purchase substantially all of VRH’s shares in DAIH and to repurchase
certain indebtedness. For additional information about our acquisition of the DAIH shares, please see page 47 of the 2003 Annual Report under
the caption “Operating and Financial Review and Prospects—Significant Factors Affecting the Results of Operations in 2003 and 2002” and
the information on pages F-38 through F-40 of the Financial Statements in Note 9—“Loss On Related Party Default Guarantee,” which
information is incorporated herein by reference.
     Disco
Disco has operations in Argentina and is the second largest supermarket company in Argentina based on 2003 retail sales. As of year-end 2003,
Disco operated 236 stores. In 2002, due to the severe economic crisis in Argentina, Disco initiated a large restructuring initiative in order to
reduce costs and to adapt to the new environment in the longer term. Subsequently, all Disco supermarkets in the northwest were converted to
lower-end supermarkets under the brandname “Super VEA.” Further initiatives were undertaken to develop a new low-end format under the
name “Despensa Vea.”
Disco was not consolidated in our consolidated financial statements for the first quarter of 2002 and for all of 2001. Thus, Disco’s net sales for
the first quarter of 2002 and for all of 2001, which were EUR 251 million and EUR 2.1 billion, respectively, are not included in our net sales
for the retail trade businesses for our consolidated subsidiaries in South America. Disco was consolidated beginning in the second quarter of
2002. For additional information about Disco prior to its consolidation, please see “Unconsolidated Joint Ventures and Equity Investees”
below.
In March 2004, we reached an agreement for the sale of our controlling stake in Disco, subject to certain closing conditions discussed above.
Our shares in Disco are currently under injunction and attachment, as discussed on page 23 of the 2003 Annual Report under the caption “Risk
Factors—Injunctions and Attachments in Argentina and Uruguay Regarding Our Shareholders in Disco Could Adversely Affect Our Ability to
Sell Disco,” which information is incorporated herein by reference.
     Santa Isabel
Santa Isabel was the third largest supermarket company in Chile and the second largest in Peru based on 2003 retail sales, and also had
operations in Paraguay. Prior to our divestments in the last two quarters of 2003, Santa Isabel operated 122 stores, with 76 stores in Chile, 36 in
Peru and 10 in Paraguay. In Chile, Santa Isabel primarily operated supermarkets focused on high-end customers. One compact hypermarket
was developed in 2001 and two more in 2002 in order to reach lower-end customers. In Peru, Ahold primarily operated Santa Isabel
supermarkets and compact hypermarkets under the name “Plaza Vea.” In Paraguay, we operated supermarkets under the name “Stock.”
Santa Isabel was not consolidated in our consolidated financial statements for the first two quarters of 2002 and for all of 2001. Thus, Santa
Isabel’s net sales for the first two quarters of 2002 and for all of 2001, which were EUR 365 million and EUR 771 million, respectively, are not
included in our net sales for the retail trade businesses for our consolidated subsidiaries in South America. Santa Isabel was consolidated
beginning in the third quarter of 2002. For additional information about Santa Isabel prior to its consolidation, please see “Unconsolidated Joint
Ventures and Equity Investees” below.
As discussed above, we divested our operations in Chile, Paraguay and Peru in July, September and December 2003, respectively. For
additional information, please see page 37 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—
Strategy—Restoring Our Financial Health” and the information on pages F-19 through F-20 of the Financial Statements in Note 3—
“Acquisitions and Divestments,” which information is incorporated herein by reference.
Retail Trade in Asia Pacific
Beginning 1997, we began operating in Malaysia, Thailand and Indonesia. Beginning in April 2003, however, we began to withdraw from Asia
as part of our strategic plan. We completed the divestments of our operations in Malaysia and Indonesia in the third quarter of 2003. As of
year-end 2003, we had retail trade businesses through our subsidiaries in Thailand. In March 2004, we completed the divestment of our
Thailand operations. With the completion of this divestment, we have completed our withdrawal from the Asia Pacific region.
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For information about net sales, store count and average sales area for our Asia Pacific retail trade businesses, please see the table on page 65
of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—Results of Operations—Retail trade: Asia
Pacific,” which table is incorporated herein by reference.
Malaysia
In 1996, we formed a partnership in Malaysia, with companies of the Kuok Group, of which we held a 60% interest. The Malaysian
partnership, Ahold Kuok Malaysia, acquired the Parkson and Looking Good store chains in 1998. In December 2000, we became 100% owner
of our Malaysian operations. We completed the sale of our Malaysian operations to Dairy Farm Giant Retail Sdn Bhd, a subsidiary of Dairy
Farm International Holdings Limited, in the third quarter of 2003. Prior to this divestment, we operated 34 stores in Malaysia.
Thailand
Early in 1997, we entered into a partnership in Thailand with the Central Robinson Group, CRC Ahold Co. Ltd. (“CRC Ahold Thailand”), of
which we owned 49%. In 1998, we acquired 99.99% ownership of the partnership, subject to repurchase options of up to 50% of the
outstanding shares granted to the Central Robinson Group. As of year-end 2003, CRC Ahold Thailand operated 47 stores in Thailand. In 2001,
we also began a small operation in Thailand delivering dry groceries to third-party retailers, primarily gas stations and convenience stores. As
discussed above, in March 2004, we sold our Thailand operations to our partner, the Central Group.
Indonesia
In July 1997, we entered into a technical assistance agreement with the PSP Group in Indonesia in connection with the potential development
of a supermarket chain in that country. We acquired 70% of the PSP Group at that time and acquired the remaining shares in September 2002.
We completed the sale of our Indonesian operations to PT Hero Supermarkets Tbk in the third quarter of 2003. Prior to this sale, the PSP
Group operated 24 stores in Indonesia.
For additional information about the above divestments, please see page 37 of the 2003 Annual Report under the caption “Operating and
Financial Review and Prospects—Strategy—Restoring our Financial Health,” page 47 of the 2003 Annual Report under the caption “Operating
and Financial Review and Prospects—Significant Factors Affecting the Results of Operations in 2003 and 2002—Impact of Divestments in
2003” and the information on page F-20 of the Financial Statements in Note 3—“Acquisitions and Divestments,” which information is
incorporated herein by reference.
Other Activities
Real Estate
As of year-end 2003, we operated two real estate companies in the U.S. under the names Ahold Real Estate Company (“ARC”) and Ahold Real
Properties (“ARP”), and one real estate holding company in The Netherlands under the name Ahold Real Estate Europe B.V. (“AREE”). Our
real estate companies engaged in the acquisition, development and management of store locations in the U.S., The Netherlands, Spain, and
Central Europe as discussed in “Property Information—Real Estate” below. In 2004, we plan to dissolve AREE as part of our arena strategy.
The real estate activities conducted by AREE in Central Europe and The Netherlands will be merged into the retail operations for each of those
two regions, respectively. The real estate activities conducted by AREE in Spain were merged into our Spanish retail operations in December
2003. For additional information about our arena strategy, please see pages 37 through 38 of the 2003 Annual Report under the caption
“Operating and Financial Review and Prospects—Strategy,” which information is incorporated herein by reference. Schuitema will continue to
have its own real estate activities in The Netherlands.
In March 2004, we transferred substantially all of the operations held by ARC, one of our real estate companies in the U.S. to our retail trade
operating companies in the U.S.
Production
In The Netherlands, we operate a food production company under the name “Ahold Coffee Company” (prior to 2002, “Marvelo”). We are
principally engaged in producing private label coffee products and selling such products to Albert Heijn, other subsidiaries and third parties.
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Financial Center
In April 2002, we moved one of our main financial centers from Zaandam to Geneva, Switzerland. This center, Ahold Finance Group (Suisse),
focuses on third-party and intercompany financing and European cash management. Ahold Finance Group (Suisse) includes our Treasury &
Corporate Finance department. We took this step in response to the uncertain future of the taxation of intra-group financing activities within the
European Union, of which Switzerland is not a member. We also have a financial center in Chantilly, Virginia and a financial center in
Brussels, Belgium. Our financial center in Chantilly, Virginia will move to the Boston, Massachusetts area in 2004. As of year-end 2003, our
financial center in Brussels performed both financing activities and financial services for the Ahold group. The center ended its financing
activities in the beginning of 2004. The center, however, continues to perform financial services and, as a result, still fully qualifies under the
Belgium Coordination Center regime.
Unconsolidated Joint Ventures and Equity Investees
In addition to our consolidated subsidiaries, we also have interests in retail trade operations through our joint ventures. The income or losses
generated by our joint ventures are included in our share in income (loss) of joint ventures and equity investees. As of year-end 2003, we had
interests in three significant entities that we accounted for as unconsolidated joint ventures. These three joint ventures are ICA, JMR and
CARHCO N.V. (“CARHCO”). Paiz Ahold, the 50/50 joint venture between us and the Paiz family, joined with CSU International (“CSU”) in
January 2002 to form CARHCO. Paiz Ahold owns a 66 2 / 3 % interest in CARHCO. In addition, we have a number of equity investees, the
primary being Luis Paez S.A. (“Luis Paez”).
For information about net sales and store count for our joint ventures in Europe and South America, please see the table on page 68 of the 2003
Annual Report under the caption “Operating and Financial Review and Prospects—Results of Operations—Share in Income (Loss) of Joint
Venture and Equity Investees,” which table is incorporated herein by reference.
ICA Group
In April 2000, we acquired a 50% partnership interest in ICA, which in turn owns the ICA Group. The ICA Group is an integrated food retail
and wholesale group, servicing 2,793 retailer-owned and company-operated neighborhood stores, supermarkets, superstores, hypermarkets and
discount stores in Sweden, Norway, Denmark and the Baltic states as of year-end 2003. ICA also provides limited financial services in Sweden.
The ICA Group has been a market leader in Sweden since 1966 based on net sales. In Sweden, the ICA Group, through its wholly-owned
subsidiary, ICA Sverige AB (formerly known as ICA Handlarnas AB) (“ICA Sverige”), operated as a wholesaler, servicing 1,668 associated
stores under either the “ICA” or “MAXI” brand as of year-end 2003, all of which were operated by individual retailers. The relationship
between retailers and ICA Sverige is governed by various types of agreements, pursuant to which the retailer pays ICA Sverige a specific fee.
In exchange, ICA Sverige provides the retailers with various services, including, among others, marketing, format development and supply of
goods. In addition, in some cases, the ICA Group owns or has rights to the store locations, which it leases to the retailer.
In Sweden, as of year-end 2003, the ICA Group operated or serviced 978 ICA Nära neighborhood stores, 124 ICA Kvantum large supermarket
stores, 532 ICA Supermarket stores and 34 MAXI ICA Stormarknad hypermarkets. At year-end 2002, the decision was made to terminate the
RIMI brand and format positions in Sweden and convert existing RIMI stores in Sweden into ICA brand supermarkets. This exercise was
completed by the end of the second quarter of 2003.
In Sweden, the ICA Group also engages in foodservice activities for the restaurant and convenience store sectors under the name “ICA
Menyföretagen.”
In Norway, ICA’s wholly-owned subsidiary, ICA Norge AS (“ICA Norge”), supported 1,028 stores under either the ICA, MAXI, RIMI or
Sparmat name at year-end 2003, which comprised 354 company-operated stores, 438 retailer-owned stores with franchise agreements and 236
retailer-owned associated stores with cooperation agreements. In Norway, ICA Norge supports the RIMI discount format, which is the largest
food store format in the country and the third largest retailer in terms of retail market share.
Retailers operate the 438 franchise stores in Norway under franchise agreements pursuant to which ICA Norge provides various services,
including, among others, marketing, format development and supply of goods. ICA Norge owns or leases a substantial number of franchise
store premises. Retailers operate the 236 associated stores under cooperation agreements pursuant to which ICA Norge assists with
administration, purchasing organization, distribution and operating and support systems, and where ICA Norge provides products to the
associated stores at a fixed premium to purchase price.
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In August 2001, ICA entered into a 50/50 joint venture with Dansk Supermarked to develop and operate discount stores and hypermarkets in
Sweden and Norway. Dansk Supermarked is the operator of several store formats in Denmark, Germany, Poland and the United Kingdom. As
of year-end 2003, the joint venture operated approximately 28 discount stores in the southwest of Sweden, with the intention to expand into the
Stockholm area.
ICA has a non-consolidated 50/50 joint venture with Statoil called Statoil Detaljhandel Scandinavia AB (“Statoil Retail”). As of year-end 2003,
Statoil Retail operated and serviced approximately 1,400 Statoil gas stations and convenience stores in Denmark, Norway and Sweden. ICA
announced in 2004 its intention to divest its interest in this joint venture.
In February 2002, ICA, together with our Dutch health and beauty care store chain Etos, opened two pilot stores selling health and beauty care
products in Stockholm. Another seven pilot stores opened in 2003. ICA and Etos plan to open additional stores and in the future may establish
a chain of health and beauty stores in Sweden.
In March 2001, ICA Denmark A/S (“ICA Denmark”) acquired an additional 0.1% of ICA ISO ICA AS (“ISO”), bringing the ICA group’s total
ownership in ISO to 50.1%. In November 2003, the ICA Group increased its ownership in ISO from 50.1% to 100%. As of year-end 2003, ICA
Denmark owned 13 supermarkets. ICA announced in 2004 that it intends to divest ICA Denmark.
In the Baltics, ICA’s subsidiary, ICA Baltic AB (“ICA Baltic”), owned 36 stores in Latvia, five stores in Estonia and 34 stores in Lithuania as
of year-end 2003. Supermarkets and hypermarkets are operated under the RIMI brand name. In 2003, ICA Baltic increased its ownership of
Ekovalda to 100%. Ekovalda operates supermarkets and hypermarkets in Lithuania under the Rimi brand name. In 2003, ICA announced its
intention to form a joint venture with the Finnish retail operator Kesko. The joint venture would cover all the ICA activities in the Baltics and
all the Kesko food retail activities in the Baltics. We expect the joint venture to operate a total of 142 stores in the Baltics.
In September 2003, ICA announced that it was adopting a clearer market stance by introducing a cohesive name structure. In July 2003, ICA
changed its name from ICA Ahold AB to ICA AB. Subsequently, the Norwegian company Hakon Gruppen changed its name to ICA Norge.
JMR
In 1992, we became a 49% partner with JMR – Gestão de Empresas de Retalho, SGPS, S.A. in Portugal. JMR owns both Pingo Doce, a major
supermarket chain, and the Feira Nova hypermarket chain. As of year-end 2003, Pingo Doce operated 177 supermarkets and Feira Nova
operated 25 hypermarkets in Portugal. JMR has a 50% stake in Funchalgest, SGPS, S.A., which operated 15 stores in Madeira as of year-end
2003.
In mid-2002, JMR started the process of strategically repositioning Pingo Doce to make the brand more price aggressive to compete in a more
effective way with the increasing number of discounters. Pingo Doce is now a fully centralized organization. The traditional, decentralized
hypermarket organization of Feira Nova is now also in the process of transitioning into a centralized organization. These transitions will allow
JMR to operate in a more cost effective way.
CARHCO
In December 1999, we established Paiz Ahold, a 50/50 partnership with a company controlled by the Paiz family. Paiz Ahold controlled an
80.5% stake in La Fragua S.A. (“La Fragua”), a discount store, supermarket and hypermarket company in Guatemala, with a presence in El
Salvador and Honduras.
In November 2001, Paiz Ahold entered into an agreement to establish CARHCO, a joint venture with CSU, a discount store, supermarket and
hypermarket operator in Costa Rica, Nicaragua and Honduras. CARHCO was established in January 2002. Paiz Ahold holds a 66 2 / 3 % stake
and CSU holds a 33 1 / 3 % stake in CARHCO. The joint venture, which brings together the retail activities of Paiz Ahold and CSU in Central
America, operated 332 food stores in five countries as of year-end 2003 and had 2003 sales of approximately EUR 1.6 billion. CARHCO now
holds the stake in La Fragua that was formerly held by Paiz Ahold (which stake had increased to 85.3% as of year-end 2003).
As of year-end 2003, La Fragua operated 113 stores in Guatemala, 57 stores in El Salvador and 27 in Honduras, comprised of discount stores,
supermarkets and hypermarkets. CSU, also a CARHCO subsidiary, operated 110 stores in Costa Rica, and 25 stores in Nicaragua, comprised
primarily of supermarkets and discount stores, as of year-end 2003. CSU also is the 100% owner of Corporación de Compañias
Agroindustriales, CCA. S.A., a company that sources all of the fresh products for CSU and develops private label articles.
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Luis Paez
In 1979, we became a 50% partner in Luis Paez, a winery based in Jerez de la Frontera, Spain. The main focus of the business of this company
is the production and distribution of beverages (alcoholic and non-alcoholic) under several brand names. In 1995, Luis Paez obtained full
ownership of Williams & Humbert, a prominent sherry bodega.
DAIH, South America
Disco and Santa Isabel were consolidated since the second and third quarters of 2002, respectively. For a description of Disco and Santa Isabel,
please see “Retail Trade in South America—Argentina, Chile, Peru and Paraguay” above.
Competition
Based on sales, we are the market leader among food retailers in The Netherlands and among the top five food retailers in the U.S. In addition,
based on sales we are the leading foodservice distributor in The Netherlands through our subsidiary, Deli XL. With net sales of USD 17.8
billion in 2003, USF is the second largest foodservice provider in the U.S. based on sales.
Food retail trade businesses and food servicing businesses are intensely competitive and are generally characterized by low profit margins, with
earnings primarily dependent upon rapid inventory turnover, effective cost controls and the ability to achieve high sales volume. For our retail
trade businesses, we compete for sales and store locations with a number of national and regional chains in the U.S. and Europe, as well as with
many local independent and cooperative stores and markets. We also face substantial competition from grocery retailers, discount retailers,
such as Wal-Mart, as well as other competitors such as supercenters, club or warehouse stores, convenience stores, drug stores , and, with
respect to ready-to-eat sales, restaurants.
USF competes with numerous companies engaged in foodservice distribution throughout the continental U.S. While competition is
encountered primarily from local and regional distributors, a few companies compete with USF on a national basis. The largest of these
national competitors is Sysco Corporation. We believe the four competitive factors that are particularly important for attracting and retaining
customers in the foodservice industry include: the delivery of a broad selection of quality products and services on a consistent, reliable and
timely basis; competitive prices; the effectiveness of sales and delivery personnel; and ease of overall administration.
Our continued success is dependent upon our ability to compete in these industries and to continue to reduce operating expenses.
Sources of Supplies
Our retail trade and foodservice businesses purchase from over 10,000 independent sources and our businesses are not dependent on any
individual supplier or supply contract. Our purchases fall into one of two categories: for-resale purchases and not-for-resale purchases. For-
resale purchases are those where the products purchased are intended for resale to our customers. Not-for-resale purchases are those where the
products and services purchased are not intended for resale to our customers. For-resale purchases make up the majority of our purchases. The
for-resale sources of supply consist generally of large corporations selling brand name (or A-brand) products and private label products,
independent private label processors and perishable goods vendors. Products are purchased at multiple levels within our organization, including
at local operating companies, regional, and continental (U.S. and European) purchasing organizations. We have been able to organize most of
the retail trade purchasing at the regional and the continental level. We continually develop relationships with vendors.
Property Information
As of year-end 2003, we operated 4,035 retail stores (excluding franchise stores and associated stores), 132 retail trade support facilities (67
warehouse/distribution centers, 56 offices and nine food processing facilities) and 109 foodservice support facilities through our consolidated
subsidiaries. Of these locations, 20% were owned by us, 18% were held under capitalized leases and 62% were held under operating leases.
Generally, a capitalized lease is a lease which is deemed to transfer substantially all of the risks and rewards of ownership (and is therefore
classified as a purchase) because its term is for most of the property’s useful life, or because the lease contains an option to buy the related
property at less than fair market value. An operating lease is a lease which is for only a small portion of the useful life of the property.
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The following table summarizes our property locations of our company operated retail stores and support facilities as of year-end 2003, by
industry and geographic segment, for our consolidated subsidiaries:
                                                                Company-         Average
                                                                 operated       Sales Area          Support                                                Operating
                                                               Retail Stores   (*1000 m2)           Facilities                                 Capital
                                                                                    (1)                               Total (2)    Owned (3)   lease (3)   Lease (3)


Retail Trade (4)
U.S.                                                                1,483           4,152                 50           1,533             12%        40%          48%
Europe                                                              2,119           1,855                 42           2,098             21%         1%          78%
South America                                                         386             708                 33             419             47%        21%          32%
Asia Pacific                                                           47             116                  7              54              2%         0%          98%

Total                                                               4,035           6,831               132            4,104             19%        18%          63%

Foodservice
U.S.                                                                                      —               85               85            77%          3%         20%
Europe                                                                                    —               24               24            46%          0%         54%
Asia Pacific                                                                              —                0                0             0%          0%          0%

Total                                                                                     —             109              109             70%          3%         27%

Other Activities
Europe                                                                                    —                 1                1            0%      100%               0%
(1)     We have presented certain sales area data in the tables in this annual report on Form 20-F in terms of square meters “m 2 ”. Square meters
        may be converted to square feet, by multiplying the number of square meters by 10.75. Square feet may be converted to square meters by
        multiplying the number by 0.093.
(2)     Total of company-operated retail stores and support facilities (excluding franchise stores) and associate stores.
(3)     Presented as a percentage of company-operated stores and support facilities.
(4)     The figures in this table exclude franchise stores and associated stores.

As of year-end 2003, our unconsolidated joint ventures and equity investees operated or serviced 1,000 retail stores excluding franchises and
107 support facilities (consisting of 57 warehouse/distribution centers, 33 offices and 17 food processing facilities). Of these locations, 23%
were owned by them, 76% were held under operating leases, and 1% were held under capitalized leases.
The following table summarizes the property locations (excluding franchise stores and associated stores) as of year-end 2003, by industry and
geographic segment for our unconsolidated joint ventures:
                                                                                                         Support
                                                                                                         Facilities                  Owned     Capital     Operating
                                                                                          Retail
                                                                                          Stores                           Total                Lease        Lease

Retail Trade
Europe                                                                                        668                64          732         26%          2%         72%
South America                                                                                 332                43          375         18%          0%         82%

Total                                                                                     1,000              107          1,107          23%          1%         76%


Retail Trade
In the U.S., our subsidiaries operated 1,483 retail stores, 27 distribution centers, 21 office locations and two production facilities as of year-end
2003.
All of our retail trade businesses in the U.S. are in the eastern part of the country. The terms of leases in the U.S. typically range from ten to 25
years and contain renewal options. In addition, as of year-end 2003, our retail subsidiaries leased or owned 36 other sites, of which 33 are
leased and three are owned. These sites are generally former supermarket locations or sites held for future development.
In The Netherlands, we operated a total of 1,075 stores, not including franchise stores, associated stores, as well as 17 distribution centers and
three office locations, as of year-end 2003. The stores in The Netherlands are generally rented under contracts that provide for non-cancelable,
five- to ten-year terms with renewal options, and with rents which may be adjusted annually based on predetermined indices.
As of year-end 2003, we also operated 618 stores and support facilities in Spain, 198 in Poland, 230 in the Czech Republic and 16 in Slovakia.
Lease terms on these properties generally range from five to ten years, with renewal options. These properties included 18 support facilities,
consisting of ten distribution centers and eight offices, of which 11 were leased and seven were owned.
In South America, we operated 386 retail stores and 33 support facilities (consisting of 17 distribution centers, nine office locations and seven
production locations) as of year-end 2003. Leased locations generally operate under lease terms of four to ten years with renewal options.
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As of year-end 2003, our Asia Pacific retail trade businesses included 47 retail stores, two distribution centers and one office location in
Thailand. Leased facilities operated under lease terms of five to 15 years.
Foodservice
In the U.S., USF operated 85 distribution centers, ten custom-cut meat production facilities, four support office locations and six Next Day
Gourmet facilities as of year-end 2003. Additionally, we controlled, as of year-end 2003, 15 other distribution facilities, which are currently not
in use and are held for sale or sublet.
In Europe, as of year-end 2003, Deli XL operated 14 regional and two central distribution centers in The Netherlands, one distribution center in
Belgium, and one office location. Additionally, Deli XL controls two small warehouses that are currently not being used.
Other Activities
Property used in other activities consist of one production facility operated by our food processing company in The Netherlands under the name
“Ahold Coffee Company” and three corporate offices located in The Netherlands, Belgium, and Geneva. We currently lease all of these
facilities.
Real Estate
As of year-end 2003, we operated two real estate companies in the U.S., ARC and ARP, and one in The Netherlands, AREE. These companies
acquired, developed, and managed retail sites in support of our retail trade businesses. In doing so, the real estate companies owned or leased
individual store sites, shopping centers or buildings. Locations controlled by these real estate companies and rented to our consolidated
subsidiaries are included in the table above that lists stores, sales area, support facilities and related capital and operating leases under the
segment using the property and are included as owned or leased based on the interest of ARC, ARP or AREE.
In addition to the locations rented to our companies, the real estate companies owned or leased locations which are adjacent to our store sites,
locations held for future development or rented to third parties.
In 2004, we announced that we plan to dissolve AREE as part of our arena strategy. As discussed above, in March 2004, we transferred
substantially all of the operations held by ARC, one of our real estate companies in the U.S. to our retail trade operating companies in the U.S.
As of year-end 2003, ARC and ARP controlled a total of 52 properties, almost all of which are rented to our subsidiaries. As of year-end 2003,
AREE controlled 929 properties of which 22% are rented to our subsidiaries.
Environmental Matters
Our operations are governed by federal, state and local environmental laws and regulations in the U.S. and the other countries, in which we
have operations including those concerning the discharge, storage, handling and disposal of hazardous or toxic substances. We believe that we
possess all of the permits required for the conduct of our operations and that our current operations are in material compliance with all
applicable environmental laws and regulations.
We use hazardous substances and generate hazardous wastes in some of our operations. Under the federal Comprehensive Environmental
Responsibility, Compensation, and Liability Act (“CERCLA”) and similar state laws, generators of hazardous wastes may be jointly and
severally liable for the clean-up of releases of hazardous wastes from the facilities to which the generator sent those wastes for disposal.
However, we believe that we currently do not have any potential material liability relating to any such offsite disposal location.
Under U.S. laws and regulations, liability for the remediation of facilities contaminated by hazardous substances or petroleum products may
generally be imposed on all persons who owned or operated the facility at the time the hazardous substances or petroleum products were
released into the environment, as well as the present owner and operator of the facility. Certain of our stores and distribution facilities own and
operate underground storage tanks to store gasoline and related petroleum products as part of their operations. In addition, we own or operate
certain properties that are currently leased to, or were formerly used by, dry cleaners who use hazardous substances in their operations.
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Cleanup of hazardous substances or petroleum releases to soil or groundwater is taking place at certain of our facilities. At other facilities,
studies have shown that soil and groundwater have been impacted by gasoline or petroleum constituents. The relevant regulatory agencies
have, however, not required remediation at those sites. In addition, certain of our facilities are located on premises that were formerly or are
currently gasoline stations or other industrial sites at which contamination from prior operations may be located, but there have been no
environmental investigations to determine the condition of those sites. We believe that some of the clean-up costs associated with the facilities
described in this paragraph will be allocated to prior owners or operators of those facilities or the current owners or tenants of the properties
upon which the facilities are located, by operation of applicable law, the terms of indemnification agreements with the previous operators of the
facilities or the terms of our leases with the property owners or our tenants. We do not believe that any clean-up costs associated with those
facilities that are allocated to us will materially impact our financial condition. Please see page 33 of the 2003 Annual Report under the caption
“Risk Factors—Our Business is Subject to Environmental Risks and Regulations,” which information is incorporated herein by reference.
Government Regulation
U.S. Regulations
As a marketer and distributor of food products in the United States, we are subject to regulation by numerous federal, state and local regulatory
agencies. At the federal level, we are subject to the Federal Food, Drug and Cosmetic Act, the Bioterrorism Act and regulations promulgated
thereunder by the U.S. Food and Drug Administration (the “FDA”). The FDA regulates manufacturing and holding requirements for foods,
over-the-counter drug products and pharmaceuticals through various statutory and regulatory programs, including current good manufacturing
practice regulations, specifies the standards of identity for certain foods and prescribes the format and content of certain information required to
appear on food product labels. For certain product lines, we are also subject to the Federal Meat Inspection Act, the Poultry Products Inspection
Act, the Perishable Agricultural Commodities Act, the Country of Origin Labeling Act and regulations promulgated thereunder by the U.S.
Department of Agriculture (the “USDA”). The USDA imposes standards for product quality and sanitation, including the inspection and
labeling of meat and poultry products and the grading and commercial acceptance of produce shipments from our vendors. Money order and
wire transfer services offered by our stores are subject to regulations promulgated under the USA Patriot Act, which is administered by the U.S.
Department of the Treasury. Our lottery, alcohol and tobacco sales and operations are regulated at the federal or state level. We and our
products are also subject to state and local regulation through such measures as the licensing of our facilities, enforcement by state and local
health agencies of state and local standards for our products and facilities and regulation of our trade practices in connection with the sale of
our products. Our advertising, weights and measures of products, and other marketing, labeling and consumer protection issues are regulated by
state agencies and state attorneys general, which have jurisdiction over state consumer protection statutes and antitrust statutes. Our pharmacy
operations are subject to federal, state and local regulations and licensing, including by state pharmacy boards, Medicaid and Medicare
reimbursement regulations and third-party insurance regulations, as well as the Health Insurance Portability and Accountability Act and
regulations promulgated thereunder by the U.S. Department of Health & Human Services. Our facilities are generally inspected at least
annually by federal and/or state authorities. These facilities are also subject to inspections and regulations issued pursuant to the Occupational
Safety and Health Act by the U.S. Department of Labor, which require us to comply with certain manufacturing, health and safety standards to
protect our employees from accidents and to establish hazard communication programs to transmit information about the hazards of certain
chemicals present in certain products we distribute.
We are also subject to regulation by numerous federal, state and local regulatory agencies, including but not limited to the U.S. Department of
Labor, which sets employment practice standards for workers, the U.S. Department of Transportation, which regulates transportation of
perishable and hazardous materials and waste, and the U.S. Environmental Protection Agency, which regulates storm water drainage, air
quality, water quality and discharges or release of hazardous materials under various statutes including the Clean Water Act, the Clean Air Act,
CERCLA, the Superfund Amendments and Reauthorization Act and various regulations promulgated thereunder, all of which affect our store
and real estate operations. State and local agencies impose regulations similar to the federal regulations set forth above, as well as zoning,
environmental and building regulations which also affect our store and real estate operations. Our store operations and real estate operations are
also subject to laws that prohibit discrimination in employment on the basis of disability, including the Americans with Disabilities Act, and
other laws relating to accessibility and the removal of architectural barriers. Our workers’ compensation and workers’ compensation self-
insurance are subject to regulation by state regulatory agencies. In addition, our captive insurance company, The MollyAnna Company, which
insures our operating companies for losses relating to self-insurance, is regulated by the Insurance Division of the State of Vermont.
Because we issue publicly traded securities in the U.S., we are also subject to the rules and regulations promulgated by the SEC, including the
rules promulgated by the SEC under the U.S. federal securities laws, including the U.S. Sarbanes-Oxley Act (“Sarbanes-Oxley Act”). Some
requirements of the Sarbanes-Oxley Act affecting us became effective immediately, while others became effective or will become effective in
2003 through 2005. In addition, as a reporting company under Section 12 of the Securities Exchange Act of 1934, as amended, we are subject
to the U.S. Foreign Corrupt Practices Act’s provisions relating to the maintenance of books and records and its anti-bribery provisions with
respect to our conduct around the world.
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Dutch Regulations
As in other jurisdictions, in The Netherlands, we are subject to various legislative provisions relating to our products, facilities, health and
safety of our employees, anti-trust matters, privacy matters, our relationship with franchisees, taxation of foreign earnings and earnings of
expatriate personnel and use of local employees and vendors, among others.
We are subject to Dutch zoning regulations, which restrict retailers from opening large retail outlets just outside of towns or in rural areas in
order to protect retailers in town centers, thereby preserving the traditional retail structure in these towns. Similar regulations to those that apply
in The Netherlands apply in certain other European countries in which we have operations.
As an employer in The Netherlands, we are subject to various labor laws that set employment practice standards for workers, including
occupational health and safety standards.
The legislative provisions relating to privacy matters impose certain obligations on us and restricts us in the use of personal data (for example,
in the use of customer data for, and obtained in the context of, customer loyalty programs or in direct marketing activities).
Regulations in Other Jurisdictions
We operate our business in many other countries in the world, and, accordingly, are subject to a wide variety of national and supranational laws
and regulations governing standards for our products and facilities, health and safety of our employees, currency conversions and repatriation,
taxation of foreign earnings and earnings of expatriate personnel and use of local employees and vendors, among others. Within the EU, our
business is also subject to and restricted by EU regulation, both in the form of directives and regulations. To the extent these rules have “direct
effect,” they must be applied by the authorities of the member states, even if they have not yet been implemented in national law. EU
regulations set minimum standards that must be applied by all EU member states. In many cases, the authorities of the member states are free to
set higher standards to the extent these apply equally to all products and producers from all EU member states.
ITEM 5.      OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information on pages 34 through 86 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects” is
incorporated herein by reference.
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ITEM 6.          DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and Senior Management
Supervisory Board
The information on page 21 of the 2003 Annual Report under the caption “Message from the Supervisory Board—Composition of the
Supervisory Board” is incorporated herein by reference.
Corporate Executive Board
The information on page 7 of the 2003 Annual Report under the caption “Message from the Corporate Executive Board—Composition of the
Corporate Executive Board” is incorporated herein by reference.
Other Corporate Officers
As of April 24, 2004, other key corporate officers, who are not members of our Corporate Executive Board, were as follows:
Name and Title                                 Date of Birth              Business Experience and Activities


L. Benjamin                                    November 6, 1955           Lawrence S. Benjamin is a U.S. national. He joined USF in October
President and Chief Executive                                             of 2003 as Chief Executive Officer. From 2002 to October 2003, Mr.
Officer, USF                                                              Benjamin was CEO of the NutraSweet Company in Chicago, IL. Prior
                                                                          to joining NutraSweet, Mr. Benjamin worked with the private equity
                                                                          firm of Oak Hill Capital Management, served as President and CEO
                                                                          of Stella Foods and Specialty Foods Corporation, and held the
                                                                          position of partner at the Roark Capital Group. Mr. Benjamin also
                                                                          held a number of management-level positions in the retail and
                                                                          ingredient divisions of Kraft Foods from 1986 to 1994.
A.J. Brouwer                                   September 27, 1961         Arthur Brouwer is a Dutch national. He joined Ahold in 1992 as the
Chief Business Support Officer, Ahold                                     Vice President of Management Development and Organization and
                                                                          was promoted to Senior Vice President of Management Development
                                                                          and Organization in October 1997. In 2000, he was also assigned
                                                                          Chief Support Officer of the European Competence Center. He was
                                                                          appointed Chief Business Support Officer effective October 1, 2003.
                                                                          Prior to joining Ahold, Mr. Brouwer held the position of Manager of
                                                                          Human Resources Planning and Development at Mercedes-Benz
                                                                          Nederland B.V.
B. Hotarek                                     September 19, 1946         Brian Hotarek is a U.S. national. He joined Stop & Shop in 1985 as
Chief Business Controlling Officer, Ahold                                 Vice President – Finance. In 1987, he became Senior Vice President
                                                                          with responsibility for real estate and finance, and he was promoted to
                                                                          Executive Vice President and Chief Financial Officer of Stop & Shop
                                                                          in 1997. In January 2001, Mr. Hotarek was appointed Executive Vice
                                                                          President and Chief Financial Officer of Ahold USA. He currently
                                                                          holds the position of Chief Business Controlling Officer for Ahold.
                                                                          Mr. Hotarek serves as a director for Barry-Wehmiller, a package
                                                                          machinery company.
J. Lawler                                      December 23, 1958          Jim Lawler is a U.S. national. He joined Ahold in August 1999 as
Chief Human Resources Officer, Ahold                                      Executive Vice President of Human Resources for Giant-Landover. In
                                                                          November 2001, he became Executive Vice President of Human
                                                                          Resources for Ahold USA. In November 2003, he assumed his current
                                                                          role of Chief Human Resources Officer. Prior to joining Ahold, Mr.
                                                                          Lawler held the position of Senior Vice President of Human
                                                                          Resources in Rexam PLC’s Coated Films and Papers sector and a
                                                                          variety of executive human resource positions with Pepsite and
                                                                          Nordson Corporation.
                                                                     24
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Name and Title                                      Date of Birth         Business Experience and Activities


K. Ross                                             May 5, 1965           Kimberly Ross is a U.S. national. She joined Ahold in September
Senior Vice President and Group Treasurer, Ahold                          2001 as Assistant Treasurer. In April 2002, she became Vice
                                                                          President and Group Treasurer and was promoted to her current role
                                                                          of Senior Vice President and Group Treasurer in January 2004. Prior
                                                                          to joining Ahold, Ms. Ross held the position of Director of
                                                                          Corporate Finance for the Americas at Joseph E. Seagram & Sons
                                                                          Inc. Ms. Ross also held a number of other management positions at
                                                                          Joseph E. Seagram & Sons Inc. from 1997 through 2000.
J.L.M. Sliepenbeek                                  December 4, 1963      Joost Sliepenbeek is a Dutch national. He joined Ahold in 1994 in
Chief Accounting Officer, Ahold                                           the position of Director Mergers and Acquisitions. Subsequently, he
                                                                          was Controller of GVA, now Deli XL, and from April 1999 to July
                                                                          2003, he served as Executive Vice President and Chief Financial
                                                                          Officer of Albert Heijn. He was appointed to Senior Vice President
                                                                          Controller in July 2003. As of April 2004, he was appointed to Chief
                                                                          Accounting Officer. Prior to joining Ahold, Mr. Sliepenbeek worked
                                                                          as an Investment Manager for Gilde Investment Management and as
                                                                          a Consultant in the Financial Management Practice of KPMG
                                                                          Consulting. Mr. Sliepenbeek is Chairman of the Board of the Ahold
                                                                          Pension Fund, a member of the Supervisory Board of Schuitema and
                                                                          a member of the Supervisory Board of the AHVKF (as defined
                                                                          below).
T. Smit                                             July 25, 1956         Thijs Smit is a Dutch national. He joined Ahold in August 2000 in
Senior Vice President of Internal                                         the position of Senior Vice President of Internal Audit Europe. In
Audit, Ahold                                                              2001, he was appointed to his current position of Senior Vice
                                                                          President of Internal Audit. Prior to joining Ahold, Mr. Smit held the
                                                                          positions of Director of Audit at Corus, Head of Internal Audit at
                                                                          Royal Hoogovens N.V., Director of Finance at Belgische Distributie
                                                                          and Head of Internal Audit at PTT Post. Currently, Mr. Smit is also
                                                                          Chairman of the Board of the Institute of Internal Auditors in The
                                                                          Netherlands and participates in several committees regarding the
                                                                          audit profession.
Employment Agreements
The information on pages F-31 through F-34 of the Financial Statements in Note 7—“Remuneration” is incorporated herein by reference.
Compensation
The aggregate amount of remuneration paid by us in 2003 for services in all capacities to our Supervisory Board and our Corporate Executive
Board and the other key corporate officers named above was EUR 15.3 million. Total remuneration includes fees, salary, bonuses, special
pension fund contribution and additional benefits.
For information about the remuneration of each member of our Supervisory Board and Corporate Executive Board for the three most recent
fiscal years, please see the tables “Remuneration of the Corporate Executive Board members, including former members” and “Remuneration
of the Supervisory Board members” on pages F-31 and F-34 of the Financial Statements in Note 7—“Remuneration,” which tables are
incorporated herein by reference.
We are reviewing whether there are legal grounds to reclaim some or all of the performance-related compensation granted in the past to those
having participated in the events that we announced on February 24, 2003.
                                                                     25
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Corporate Governance
The information on pages 8 through 15 of the 2003 Annual Report under the caption “Corporate Governance—Part I: Highlights of the New
Structure” and “Corporate Governance—Part II: Corporate Governance Provisions” are incorporated herein by reference.
In November 2003, the SEC approved changes to the NYSE’s listing standards related to the corporate governance practices of listed
companies. Under these standards, we are required to disclose any significant differences between the corporate governance practices that we
follow under Dutch law and applicable listing standards and those followed by U.S. domestic companies under NYSE listing standards. This
disclosure will be posted in the corporate governance section of our website (www.ahold.com) prior to the annual General Meeting of
Shareholders in June 2004.
Board Practices
Supervisory Board
The information on pages 10 through 11 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—2. Supervisory Board” is incorporated herein by reference.
Audit Committee
The information on page 11 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—3. Supervisory Board Committees—Audit Committee” is incorporated herein by reference.
Remuneration Committee
The information on pages 11 through 12 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—3. Supervisory Board Committees—Remuneration Committee” is incorporated herein by reference.
Selection and Appointment Committee
The information on page 11 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—3. Supervisory Board Committees—Selection and Appointment Committee” is incorporated herein by reference.
Corporate Executive Board
The information on page 12 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—4. Corporate Executive Board” is incorporated herein by reference.
Disclosure Committee
The information on page 13 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—6. Disclosure Committee” is incorporated herein by reference.
Labor Relations
Employees
As of year-end 2003, we had 257,140 full-time employee equivalents compared to 278,486 as of year-end 2002 and 247,963 as of year-end
2001. The number of employees decreased in 2003 compared to 2002 primarily because of our divestment activities in South America and Asia
Pacific in 2003 and the closing of stores in Spain. In addition, on September 3, 2003, Albert Heijn announced the reduction of a total of 440
positions at its corporate office and logistics and distribution unit. This reduction is expected to be completed by December 31, 2005. The
number of employees rose in 2002 compared to 2001 primarily because of acquisitions and the opening of new stores.
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Since year-end 2003, we have completed further divestments as discussed above in Item 4. These divestments, together with the planned
divestments we expect to complete in 2004, will affect our headcount particularly in South America and the Asia Pacific region.
For information about the average number of employees employed by us in 2003, please see the table “Average Number of Employees in Full-
time Equivalents” on page F-30 of the Financial Statements in Note 5—“Business Segment Information,” which table is incorporated herein by
reference.
Union Relations and Works Councils
As of year-end 2003, Ahold USA and its operating companies had approximately 159,500 employees, approximately 65% of whom were
represented by unions. Contract negotiations are handled locally but coordinated by Ahold USA. Collective bargaining agreements covering
approximately 7% of our total U.S. retail segment’s employees expire before the end of 2004.
As of year-end 2003, USF and its operating companies had approximately 29,500 employees, approximately 19% of whom were represented
by unions. Collective bargaining agreements covering approximately 7% of our total USF employees will expire before the end of 2004.
As of year-end 2003, we had approximately 64,300 employees in The Netherlands. It is not common practice in The Netherlands to disclose
information regarding the number of unionized employees in our Dutch operations. Collective bargaining agreements covering approximately
95% of our employees in The Netherlands will expire before the end of 2004.
As of year-end 2003, we had a total of approximately 40,500 employees in Spain, the Czech Republic, Poland and Slovakia. In Spain and the
Czech Republic, only a minority of our employees are union members. Collective bargaining agreements covering all of our employees in the
Czech Republic and approximately 28% of our employees in Spain will expire before the end of 2004. In Poland, only a minority of our
employees are union members, and they are not covered by any collective bargaining agreements. There are no labor unions in Slovakia.
We are in the process of negotiating the renewal of some of these collective bargaining agreements. We expect to renew all of those
agreements, although USF is also considering closing a limited number of distribution facilities at which employees subject to collective
bargaining agreements work and is discussing that possibility with the relevant bargaining units. For additional information, please see Item 3
“Risk Factors—Risks Related to our Industry and Operations—We face risks related to our union contracts.”
In our Dutch operations, we currently have works councils at the parent company and all our operating subsidiaries in The Netherlands. A
works council is a representative body of the employees of a Dutch enterprise elected by the employees. The management board of any
company that runs an enterprise with a works council must seek the non-binding advice of the works council before taking certain decisions
with respect to the enterprise, such as those related to a major restructuring, a change of control, or the appointment or dismissal of a member
of the management board. If the decision to be taken is not in line with the advice of the works council, the implementation of the relevant
decision must be suspended for one month, during which period the works council may appeal the decision with the Enterprise Chamber
( Ondernemingskamer ) of the Court of Appeals in Amsterdam (the “Enterprise Chamber”). Other decisions directly involving employment
matters that apply either to all employees, or certain groups of employees, such as those affecting employee compensation systems, or pension
or profit sharing plans, may only be taken with the works council’s approval. Absent such prior approval, the decision may nonetheless be
taken with the prior approval of the Cantonal Court ( Kantongerecht ). If a Dutch company is subject to the (mitigated) Large Company regime,
a works council may recommend a candidate for appointment to the supervisory board and may also object to the appointment of a proposed
candidate to the supervisory board. For additional information about the Large Company regime, please see Item 10 “Additional Information—
Large Company Regime in The Netherlands.”
We consider our labor relations to be satisfactory.
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Share Ownership
As of April 1, 2004, members of our Corporate Executive Board were direct holders of 560,500 of our common shares. Of these common
shares, Anders Moberg held 333,333, Hannu Ryöppönen held 200,000, Theo de Raad held 16,149, William Grize held 9,731 and Peter Wakkie
held 1,287 common shares, which in the aggregate represent substantially less than 1% of the total share capital. Except as described above,
members of the Corporate Executive Board do not own, directly or indirectly, or on behalf of any company or third party, any common shares
or cumulative preferred financing shares.
The information on page F-38 of the Financial Statements in Note 8—“Restricted Stock Retention Agreements for Key Management” is
incorporated herein by reference.
As of April 1, 2004, members of our Supervisory Board were direct holders of 8,384 of our common shares. Of these common shares, Roland
Fahlin held 3,333, Sir Michael Perry held 650 and Karel Vuursteen held 4,401, which in the aggregate represent substantially less than 1% of
the total share capital. Except as described above, members of our Supervisory Board do not own, either directly or indirectly, or on behalf of
any companies or third parties, any common shares or cumulative preferred financing shares.
2003-2005 Performance Share Grant
The information on page F-38 of the Financial Statements in Note 8—“2003-2005 Performance Share Grant” is incorporated herein by
reference.
2004-2006 Performance Share Grant
The information on page F-38 of the Financial Statements in Note 8—“2004-2006 Performance Share Grant” is incorporated herein by
reference.
Stock Option Plans
For full disclosure of stock options held by members of our Corporate Executive Board, along with a description of our stock option plans,
please see the information on pages F-34 through F-37 of the Financial Statements in Note 8—“Stock Based Compensation Plans,” which
information is incorporated herein by reference.
Dutch Customer Fund
Members of our Corporate Executive Board, employees of our subsidiaries in The Netherlands and customers of our supermarket chain, Albert
Heijn, are entitled to invest in participation units in Albert Heijn Vaste Klanten Fonds (“AHVKF”). AEGON Investment Management B.V. is
responsible for investing the assets of AHVKF. Currently, approximately half of the funds of AHVKF is invested in our common shares listed
on Euronext Amsterdam. The other half of the funds of the AHVKF is lent to us. As of April 1, 2004, AHVKF held 16,103,934 common
shares, which is 1.0% of our outstanding common shares.
As of April 1, 2004, the members of our Corporate Executive Board do not own on their own behalf, or on behalf of third parties, any
participations in the AHVKF. As of April 1, 2004, the members of the Supervisory Board do not own, either directly or indirectly, on their own
behalf, or on behalf of third parties, any common participations in the AHVKF. For information about loans we have extended loans to some of
our employees to purchase interests in the AHVKF and additional information on AHVKF, please see page F-49 of the Financial Statements in
Note 16—“Other Financial Assets” and pages F-69 through F-70 of the Financial Statements in Note 28—“Related Party Transactions,” which
information is incorporated herein by reference.
Associates Stock Purchase Plan
Our U.S. employees are able to purchase our ADSs through the Associates Stock Purchase Plan (“ASPP”) in the U.S. Through the ASPP,
employees may choose to purchase ADSs through voluntary payroll deductions. During 2003, approximately 2,370,964 ADSs were purchased
by our U.S. employees pursuant to the ASPP.
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ITEM 7.      MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
We are not directly or indirectly owned or controlled by another corporation or by any foreign government. Except as described under
“Cumulative Preferred Shares” below in this Item 7, we do not know of any arrangements that may, at a subsequent date, result in a change in
our control. For information on the number of registered common shares and ADSs held by holders having their registered address in the U.S.,
please see Item 9 “The Offer and Listing.”
Significant Ownership of Voting Shares, Including Cumulative Preferred Financing Shares
The information on pages 14 through 15 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—10. Significant Ownership of Voting Shares, Including Cumulative Preferred Financing Shares” is incorporated herein by
reference.
Cumulative Preferred Shares
The information on pages 13 through 14 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—9. Cumulative Preferred Shares” is incorporated herein by reference.
Related Party Transactions
We have entered into arrangements with a number of our subsidiaries and affiliated companies in the course of our business. Transactions
between us and these subsidiaries and affiliated companies are generally conducted at arms’ length. These arrangements relate to service
transactions, financing agreements and loans by us to certain executive officers, Dutch managers and employees. For a description of certain of
these related party transactions, please see the information on pages F-69 through F-70 of the Financial Statements in Note 28—“Related Party
Transactions.”
On December 17, 2002, a loan was extended by us to our then Senior Vice President of Administration, in the amount of EUR 350,000. The
loan had a maturity date of December 31, 2005. Under Section 402 of the Sarbanes-Oxley Act, as of July 30, 2002, we are prohibited from
extending credit in the form of a personal loan to or for any of our directors or executive officers. Although it was unclear for purposes of the
Sarbanes-Oxley Act whether the Senior Vice President of Administration was considered by us to be an “executive officer” of Ahold at the
time the loan was extended, our provision of the loan could be deemed to be a violation of Section 402 of the Sarbanes-Oxley Act. The loan
was repaid in full on August 5, 2003.
In accordance with the applicable Dutch-U.S. tax treaty, a portion of the salaries of U.S. nationals serving on our Corporate Executive Board is
allocated to The Netherlands and a portion to the U.S. As a result, a U.S. national board member is subject to a withholding tax in The
Netherlands in respect of the portion of his salary allocated to The Netherlands, which tax is payable monthly over the course of the year. The
salaries of these U.S. nationals were fully paid in the U.S. Prior to January 1, 2003, we would advance on behalf of each U.S. national payment
of the Dutch withholding taxes to the Dutch tax authorities and each of the U.S nationals agreed that he would repay us for the entire amount
(without any interest or similar charge) from the related U.S. tax refund received by such individual in the subsequent year. The time lag
between payment by us of the Dutch withholding taxes and the repayment by the U.S. national could take several months. For tax year 2001,
we advanced Dutch withholding taxes to Mr. Robert Tobin (until August 31, 2001), and beginning September 1, 2001 to Mr. Grize and Mr.
James Miller. Dutch wage taxes due for Mr. Allan Noddle were immediately deducted from his U.S. paychecks. Messrs. Tobin, Grize, Miller
and Noddle are U.S. nationals and were, at the time, members of our Corporate Executive Board. Messrs. Tobin and Noddle retired from the
Corporate Executive Board on August 31, 2001 and August 31, 2002, respectively. For tax year 2002, we advanced withholding taxes to Mr.
Grize and Mr. Miller, both of whom were at the time deemed to be our “executive officers” under the meaning of the Sarbanes-Oxley Act. Mr.
Grize continues to serve on our Corporate Executive Board. Mr. Miller resigned from our Corporate Executive Board in May 2003 and ceased
to be employed by USF effective October 1, 2003. Dutch withholding tax advances made after July 30, 2002 and prior to January 1, 2003,
could be deemed to be an extension of credit on behalf of these executive officers in violation of Section 402 of the Sarbanes-Oxley Act. The
2002 withholding taxes advanced on behalf of Mr. Grize and Mr. Miller subsequent to July 30, 2002, totaling USD 14,066 each was repaid by
Mr. Grize and Mr. Miller in full. There are no amounts due from Mr. Grize and Mr. Miller with respect to 2002 and 2003 withholding taxes.
Effective January 1, 2003, we discontinued this payment practice and instead now deduct an estimated amount for the withholding tax due
from the U.S. national from the individual’s paychecks periodically during the year. We make payments on a monthly basis and we reconcile
the withholding tax estimates on a quarterly basis. If it happens that the estimated withholding taxes deducted from the U.S. national’s
paycheck fall below what was actually paid out by us to the Dutch tax authorities, the U.S. national is required to repay us for the difference.
These amounts are minimal and repayment is prompt.
Our wholly-owned subsidiary, USF, has had product financing arrangements with entities commonly referred to as value added service
providers (“VASPs”). Since year-end 2003, USF has ended its relationship with four of the five VASPs and is not incurring any new
guaranteed obligations with respect to these prior arrangements. For additional information about these product financing arrangements, please
see the information on page F-14 of the Financial Statements in Note 2—“Basis of Presentation and Accounting Principles Under Dutch
GAAP—Value Added Service Providers” and pages F-69 through F-70 of the Financial Statements in Note 28—“Related Party Transactions,”
which information is incorporated herein by reference.
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ITEM 8.     FINANCIAL INFORMATION
Consolidated Financial Statements and Other Financial Information
Consolidated balance sheets as of December 28, 2003 and December 29, 2002, and the related consolidated statements of operations and cash
flows for each of the three years in the period ended December 28, 2003, are included in Item 18 of this annual report on Form 20-F.
Our consolidated financial statements have been audited by independent auditors in accordance with auditing standards generally accepted in
The Netherlands and in the U.S. Our consolidated financial statements have been prepared in accordance with Dutch GAAP. Our net income
(loss) and consolidated shareholders’ equity have been reconciled to US GAAP. The differences between Dutch GAAP and US GAAP relevant
to us are explained on pages F-84 through F-104 of the Financial Statements in Note 31—“Reconciliation of Dutch GAAP to US GAAP”
which are incorporated herein by reference.
Separate financial statements and notes thereto for our current joint ventures, JMR, Paiz Ahold and ICA, and our former joint venture, DAIH,
have not been included in this annual report on Form 20-F and are required to be included in accordance with Rule 3-09 of Regulation S-X. We
intend to include these separate financial statements and notes thereto in amendments to this annual report on Form 20-F upon completion of
such financial statements in appropriate form for the filing with the SEC.
Litigation and Legal Proceedings
The information on pages F-74 through F-80 of the Financial Statements in Note 30—“Commitments and Contingencies,” is incorporated
herein by reference.
Dividend Policy
For information about our dividend policy, please see Item 3 “Key Information—Dividends.” For information about our proposed profit
sharing statement, please see the information on page 199 of the 2003 Annual Report under the caption “Additional Information—Ahold
Statutory Profit Sharing Statement,” which information is incorporated herein by reference.
Significant Changes
The information regarding any significant changes or events that have occurred after the close of the balance sheet date of December 28, 2003,
on pages F-107 through F-110 of the Financial Statements in Note 33—“Subsequent Events” is incorporated herein by reference.
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ITEM 9.       THE OFFER AND LISTING
For a full discussion of our authorized share capital, please see the information on pages F-53 through F-55 of the Financial Statements in Note
20—“Changes in Shareholders’ Equity—Shares and Share Capital,” which information is incorporated herein by reference.
Our primary exchange listing for common shares is on Euronext Amsterdam. Ahold shares in Europe are also traded on several German stock
markets, in London (UK) and in Zürich (Switzerland). Additionally, sponsored American Depositary Receipts (ADRs) are traded on the New
York Stock Exchange (“NYSE”). The ADRs evidence American Depositary Shares (ADSs), which represent the right to receive one ordinary
share. Our depositary bank is The Bank of New York.
                                                                                                                               Currency
              Exchange                                                                                     Symbol

              Euronext                                                                                     AHLN                     EUR
              Germany                                                                                       AHO                     EUR
              London                                                                                        AHD                     GBP
              Zürich                                                                                        AHO                     SFR
              NYSE (ADR)                                                                                    AHO                     USD

              Source: Bloomberg
The depositary for the ADSs is The Bank of New York (the “Depositary”). Each ADS evidences the right to receive one common share
deposited under a deposit agreement for the ADSs between us and the Depositary dated January 20, 1998 (the “Deposit Agreement”). We have
been informed by the Depositary that in the U.S., as of year-end 2003, there were 75,193,098 ADSs outstanding and 3,524 record owners
compared with 30,855,788 ADSs outstanding and 3,398 record owners at year-end 2002.
On February 24, 2003, Euronext Amsterdam suspended trading of our common shares. Trading of our common shares was reinstated on
February 25, 2003.
The table below sets forth the high and low closing prices during the periods indicated for our common shares on Euronext Amsterdam and the
closing prices for our ADSs on the NYSE. The quarters used are our quarters. The closing prices have not been adjusted to reflect the rights
offering that we completed in December 2003.
                                                                                                                      Euronext
                                                                                                                     Amsterdam                    NYSE

                                                                                                                    High          Low          High      Low

                                                                                                                      (in EUR per               (in USD per
                                                                                                                    common share)                   ADS)
2003
       First quarter                                                                                            13.60             2.47        14.33      2.95
       Second quarter                                                                                            8.06             3.19         9.67      3.57
       Third quarter                                                                                             9.16             6.79        10.40      7.71
       Fourth quarter                                                                                            8.85             5.42        10.33      7.20
2002
       First quarter                                                                                            32.25         26.65           29.16     23.11
       Second quarter                                                                                           27.90         16.12           25.02     15.97
       Third quarter                                                                                            19.13         11.80           18.81     11.52
       Fourth quarter                                                                                           14.68         10.32           14.29     10.09
2001                                                                                                            37.39         29.13           33.07     26.70
2000                                                                                                            36.84         21.25           32.28     20.74
1999                                                                                                            38.55         25.61           41.57     25.82
1998                                                                                                            31.76         23.46           31.77     23.46
Source: Euronext Amsterdam for common shares and NYSE for ADSs.
                                                                                                                             Euronext
                                                                                                                            Amsterdam                 NYSE

                                                                                                                                                 High
                                                                                                                           High         Low              Low

                                                                                                                            (in EUR per           (in USD per
                                                                                                                           common share)              ADS)
Closing share prices for the most recent six months are as follows:
      November 2003                                                                                                        8.46         6.02     9.96    8.42
      December 2003                                                                                                        6.04         5.42     8.03    7.20
     January 2004                                                                             6.84   5.59   8.66   7.23
     February 2004                                                                            7.00   6.48   8.89   8.27
     March 2004                                                                               7.40   6.36   9.14   7.81
     April 2004                                                                               7.20   6.46   8.68   7.70

Share price on Euronext Amsterdam on April 30, 2004 was EUR 6.57 (high) and EUR 6.39 (low).
Source: Euronext Amsterdam for common shares and NYSE for ADSs.
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ITEM 10.     ADDITIONAL INFORMATION
Memorandum and Articles of Association
Organization and Register
We were founded in 1887 and were incorporated as a limited liability company under the laws of The Netherlands by notarial deed dated April
29, 1920. We are registered with the Trade Register of the Chamber of Commerce and Industry for Amsterdam, Zaanstreek office under No.
35000363.
Purpose and Object
Pursuant to Article 2 of our Articles of Association, our objectives are:
“to promote or join others in promoting companies and enterprises, to participate in companies and enterprises, to finance—including the
giving of guarantees and acting as surety for the benefit of third parties as security for liabilities of companies and enterprises with which the
Company is joined in a group or in which the Company owns an interest or with which the Company collaborates in any other way—, to
conduct the management of and to operate companies engaged in the wholesale and retail trade in consumer and utility products and companies
that produce such products, restaurants and companies engaged in rendering public services, including all acts and things which relate or may
be conducive thereto in the broadest sense, as well as to promote, to participate in, to conduct the management of and, as the case may be, to
operate businesses of any other kind.”
Our Articles of Association set forth certain aspects governing our organization and governance. The current text of our Articles of Association
is available to the public at the Trade Register of the Chamber of Commerce and Industry for Amsterdam, Zaanstreek office, and at our
Corporate Office located at Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands and an English translation thereof is filed as an exhibit to
this annual report on Form 20-F, which is incorporated herein by reference.
Share Capital
For a description of our share capital, please see Item 9 “The Offer and Listing” and the information on pages F-53 through F-55 of the
Financial Statements in Note 20—“Changes in Shareholders’ Equity,” which information is incorporated herein by reference. Under this
section “Memorandum and Articles of Association,” “share” refers collectively to cumulative preferred shares, cumulative preferred financing
shares and common shares, unless otherwise stated.
Issue of Additional Shares and Pre-emptive Rights
Shares may be issued pursuant to a resolution of the General Meeting of Shareholders on a proposal of the Corporate Executive Board and
subject to the approval of the Supervisory Board, or, if the Corporate Executive Board has been delegated this authority by the General Meeting
of Shareholders, pursuant to a resolution of the Corporate Executive Board subject to the approval of the Supervisory Board. A resolution of
the General Meeting of Shareholders to issue shares or to authorize the Corporate Executive Board to do so is subject also to the approval of
each class of shares whose rights are adversely affected by the proposed issuance or delegation. The authority to issue our shares may be
delegated for a maximum period of five years.
The Corporate Executive Board has been delegated this authority by the General Meeting of Shareholders (through the date May 26, 2005)
with respect to:
     •    (i) the issuance of and/or the granting of rights to subscribe for all common shares that, at the time of issuance or at the time of the
          granting of the rights, have not yet been issued and (ii) to restrict or exclude the pre-emptive rights of holders of common shares upon
          the issuance of common shares and/or upon the granting of rights to subscribe for common shares;
     •    the issuance of and/or the granting of rights to subscribe for all cumulative preferred shares that, at the time of the issuance or at the
          time of the granting of rights, have not yet been issued; and
     •    the issuance of and/or the granting of rights to subscribe for cumulative preferred financing shares of any series that, at the time of
          the issuance and/or granting, have not yet been issued.
Holders of common shares have a pre-emptive right to purchase common shares upon the issuance of new common shares in proportion to the
aggregate amount of their existing holdings of our common shares. According to our Articles of Association, this pre-emptive right does not
apply in respect of:
     • any issuance of shares to our employees or employees of a group company ( groepsmaatschappij ); and
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     •     shares which are issued against payment in kind;
Pre-emptive rights may be restricted or excluded by a resolution adopted at the General Meeting of Shareholders. The reasons underlying a
proposal for such a resolution and the determination of the intended issue price must be explained in writing. If the Corporate Executive Board
has been designated as the corporate body authorized to issue common shares, the General Meeting of Shareholders may also designate by
resolution the Corporate Executive Board for a period not exceeding five years as the corporate body authorized to restrict or exclude pre-
emptive rights. The Corporate Executive Board has been delegated this authority as described above.
The adoption of resolutions of the General Meeting of Shareholders to restrict or exclude pre-emptive rights and to delegate this authority to the
Corporate Executive Board requires a resolution adopted by at least two-thirds of the votes cast, if less than one-half of the issued and
outstanding share capital is represented at the meeting of the shareholders. If at least half of the issued and outstanding capital is represented at
the meeting, only a simple majority of the votes cast is required.
Liquidation
In the event of our dissolution and liquidation, the surplus assets remaining after satisfaction of all our debts will be distributed in accordance
with the provisions of Dutch law and our Articles of Association in the following order:
      (1) to the holders of cumulative preferred shares, the nominal amount or the amount paid thereon, if lower, as well as any dividends in
            arrears and dividends over the current dividend period until the date of payment of liquidation proceeds;
      (2) to the holders of cumulative preferred financing shares, the nominal amount and share premium paid on these shares, as well as any
            dividends in arrears and dividends over the current dividend period until the date of payment of liquidation proceeds;
     (3)    to the holders of common shares, the nominal amount of these shares, as well as their proportional share in the common shares
            share premium account; and
     (4)    to the holders of founders’ shares of which there are one hundred and twenty (120) outstanding , 10% of the balance remaining after
            the distributions mentioned above have been made and after the amounts of the general reserves and profit reserves created since
            December 31, 1961 have been deducted in accordance with the relevant provisions of the Articles of Association.
Any balance remaining after all of the above distributions shall be for the benefit of the holders of our common shares in proportion to the
aggregate nominal value of common shares held by each of them.
General Meeting of Shareholders
The information on page 10 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—1. Our Shareholders” is incorporated herein by reference.
Our Articles of Association provide for two alternative procedures for determining who may attend our General Meetings of Shareholders and
vote.
If the Corporate Executive Board does not decide to use the procedure described below, shareholders and holders of depositary receipts shall
only be entitled to attend General Meeting of Shareholders if they sign the register of attendance in advance. Furthermore, holders of bearer
shares or depositary receipts issued to bearer must provide with us a written statement of an affiliated institution ( aangesloten instelling)
within the meaning of the Act on Giro Transfer of Securities ( Wet giraal effectenverkeer ) certifying the number of bearer shares belonging to
its collective depository ( verzameldepot ) within the meaning of the Act on Giro Transfer of Securities, that to the extent required by law, the
person mentioned in the statement is a joint owner of its collective depositary and that the holder of the bearer shares or depositary receipts
issued to bearer will remain the joint owner of its collective depository until after the General Meeting of Shareholders has been held. The
requirement that a written statement must be provided also applies to holders of written proxies relating to bearer shares or depositary receipts
issued to bearer. Proxies relating to registered common shares or depositary receipts must be provided to us prior to the General Meeting of
Shareholders. The day of deposit cannot be set any earlier than seven days and not later than three days prior to the date of the General Meeting
of Shareholders.
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Alternatively, the Corporate Executive Board may determine that a person may only attend a General Meeting of Shareholders if at a certain
time on a record date chosen by the Corporate Executive Board such person is a shareholder, a holder of depositary receipts or a person who is
on another basis entitled to attend General Meetings of Shareholders. To attend, a person must also be registered in a register designated for
this purpose by the Corporate Executive Board and the keeper of the register must, at such person’s request, have given us written notice prior
to the General Meeting of Shareholders that such person intends to attend the General Meeting of Shareholders regardless of who might at the
time of this meeting be a shareholder or a person who is on another basis entitled to attend the General Meeting of Shareholders. The
requirement that prior written notice be given of attendance also applies to holders of written proxies. The record date cannot be set earlier than
a designated time on the seventh day and not later than a designated time on the third day prior to the date of the General Meeting of
Shareholders.
Our Corporate Executive Board and the Supervisory Board shall inform the General Meeting of Shareholders by means of shareholders’
circular or explanatory notes to the agenda of all facts and circumstances relevant to the proposals on the agenda.
Voting Rights
The information on pages 12 through 13 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance
Provisions—5. Voting Rights” is incorporated herein by reference.
Form and Transfer of Shares
The common shares are issued in bearer or registered form, at the option of the shareholder. Common shares held in bearer form are embodied
in one share certificate (the “Global”). For registered common shares no share certificates will be issued.
The Global has been deposited with the central institute as referred to in the Act on Giro Transfer of Securities. The central institute may
convert bearer shares to registered common shares. Our Corporate Executive Board, with the approval of the Supervisory Board, may preclude
delivery of bearer shares within the meaning of Section 26 of the Act on Giro Transfer of Securities. At the request of the shareholder, bearer
shares may be converted into registered common shares or vice versa. The request for such conversion must be made to our Corporate
Executive Board.
The names and addresses of registered shares are entered in the shareholders’ registers for each class of shares, which registers are maintained
by us and kept at our offices. These registers also indicate the number of shares held by each shareholder, the class and number of their shares,
the amount paid up on each share, and, in respect of each cumulative preferred financing share, the premium paid on that share. The registers
also include the names and addresses of persons who possess certain ownership rights (e.g., usufruct) or a right of pledge in respect of such
shares. On request of the shareholder, a usufructuary or a pledgee, we are required to provide without charge an extract from the register of
shareholders in respect to its rights to any registered share. The registers are available at our Corporate Office in Zaandam, The Netherlands,
for inspection by shareholders, as well as usufructuaries and pledgees insofar as the voting rights attached to the shares have been granted to
them. Any part of a register kept outside The Netherlands in compliance with laws or stock exchange regulations in the foreign jurisdiction
concerned, however, is not available for inspection at our Corporate Office.
According to our Articles of Association, our Corporate Executive Board may resolve, at the request of one or more holders of cumulative
preferred financing shares, to convert cumulative preferred financing shares into common shares under the terms and conditions to be approved
by the General Meeting of Shareholders and the meeting of holders of cumulative preferred financing shares. This conversion does not require
an amendment of our Articles of Association since the number of shares of the authorized share capital in the form of such class to be
converted shall be decreased with such number of converted shares, simultaneously with an increase of the number of common shares in which
such shares are converted. In the event of a conversion, the right to dividends of a holder of cumulative preferred financing shares shall
continue to exist until the moment of conversion. At the March 4, 2004 Extraordinary General Meeting of Shareholders, our shareholders
approved the proposal to make the preferred financing shares convertible into common shares. The cumulative preferred financing shares will
be convertible as of March 2006.
Transfer of a registered share in our capital requires an instrument of transfer and, if we are not a party to the transfer, a written
acknowledgment by us of the transfer. The acknowledgment must be made on the instrument of transfer, or by a dated statement on the
instrument of transfer, or on a copy or extract thereof certified by a civil law notary or bailiff ( deurwaarder ) to be a true copy or extract of the
instrument of transfer. If the transfer concerns shares not fully paid, the acknowledgement by us can only be made if the instrument of transfer
bears a fixed date. Service by a bailiff ( deurwaarder ) of the instrument of transfer or of such copy or extract on us is considered to have the
same effect as an acknowledgment by us of the transfer.
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Every transfer of cumulative preferred shares and cumulative preferred financing shares (subject to certain exceptions) requires the approval of
our Corporate Executive Board. Requests for approval must be made in writing and must specify the name and address of the proposed
transferee and the price or other consideration which the proposed transferee is willing to pay or give. The Corporate Executive Board may
withhold its approval provided it designates one or more buyers who are willing to purchase the cumulative preferred shares and/or cumulative
preferred financing shares for cash, at a price to be agreed upon between the transferor and our Corporate Executive Board within two months
after the buyers have been designated. The Articles of Association contain procedures to determine the price in the event that no agreement is
reached between the transferor and our Corporate Executive Board within this time frame. If the transferor does not receive any notice from us
rejecting the request for approval of the intended transfer within three months from the receipt thereof by us, the approval shall be deemed to
have been granted.
Repurchase by Ahold of Its Own Shares
We may acquire fully paid shares of any class in our capital for no consideration at any time or, subject to certain provisions of Dutch law and
our Articles of Association, if:
     (i)    our shareholders’ equity less the payment required to make the acquisition does not fall below the sum of called-up and paid-up
            capital and any reserves required by Dutch law or our Articles of Association; and
     (ii)   we and our subsidiaries would thereafter not hold shares with an aggregate nominal value exceeding 10% of our issued share
            capital.
Any shares held by us or our subsidiaries in our own capital may not be voted.
An acquisition by us of shares in our capital of any class must be approved by resolution of our Corporate Executive Board, subject to the
approval of our Supervisory Board. Shares in our own capital may only be acquired if the General Meeting of Shareholders has authorized our
Corporate Executive Board to do so. Such authority may apply for a maximum period of 18 months and must specify the number of shares that
may be acquired, the manner in which shares may be acquired and the price limits within which shares may be acquired. No such authority is
required for the acquisition by us of fully paid shares in our own capital for the purpose of transferring these shares to our employees or
employees of a group company pursuant to our share plans or option plans, provided the shares are quoted in the official price list of a stock
exchange. Our Corporate Executive Board has been authorized to acquire shares through May 26, 2005, subject to the approval of our
Supervisory Board. As of the date of this annual report on Form 20-F, we have not acquired any shares under this authorization.
Change of Control
For a discussion on the possible effect that the issuance of cumulative preferred shares may have on delaying, deferring or preventing a change
of control, please see the information on pages 13 through 14 of the 2003 Annual Report under the caption “Corporate Governance—Part II:
Corporate Governance Provisions—9. Cumulative Preferred Shares,” which information is incorporated herein by reference.
Notification of Interest in Ahold Shares
For a discussion of Dutch law provisions, including the Disclosure Act and the Securities Trade Act, which govern disclosure of shareholder
ownership, voting rights held and transactions effected, please see the information on pages 14 through 15 of the 2003 Annual Report under the
caption “Corporate Governance—Part II: Corporate Governance Provisions—10. Significant Ownership of Voting Shares, including
Cumulative Preferred Financing Shares,” which information is incorporated herein by reference.
Corporate Executive Board and Supervisory Board Practices
For a discussion of Corporate Executive Board and Supervisory Board Practices, please see Item 6 “Directors, Senior Management and
Employees” and the information on pages 10 through 12 of the 2003 Annual Report under the captions “Corporate Governance—Part II:
Corporate Governance Report—2. Supervisory Board” and “Corporate Governance—Part II: Corporate Governance Report—4. Corporate
Executive Board,” which information is incorporated herein by reference.
Amendments to the Articles of Association
During the March 3, 2004 Extraordinary General Meeting of Shareholders, our shareholders adopted certain amendments to our Articles of
Association. For information about these amendments, please see the information on page 8 of the 2003 Annual Report under the caption
“Corporate Governance—Part I: Highlights of the New Structure—1. Enlargement of Shareholder Rights” and the
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information on pages 18 through 19 of the 2003 Annual Report under the caption “Remuneration—The Remuneration Policy,” which
information is incorporated herein by reference.
Large Company Regime in The Netherlands
Substantial parts of our business in The Netherlands are subject to a Dutch statutory governance regime. Pursuant to this Large Company
regime ( structuurregime ), among other consequences, certain powers shift from the general meeting of shareholders to the supervisory board.
This differs from a regular Dutch limited liability company where the general meeting of shareholders has the authority to appoint members of
the supervisory board and the management board, where the general meeting of shareholders has the authority to adopt the annual accounts,
and where certain management board resolutions are not mandatorily subject to supervisory board approval. The regime as it currently applies
to a substantial part of our Dutch business is described below, as is a proposed new bill that will have a substantial impact on the Large
Company regime.
Ahold Nederland B.V.
On May 18, 2001, the General Meeting of Shareholders approved an amendment to our Articles of Association abolishing the Large Company
regime to which Koninklijke Ahold N.V. was subject voluntarily. As a consequence of the abolition of the Large Company regime at the level
of the Company, Dutch law required us to implement a so-called mitigated Large Company regime at the level of one of our Dutch
subsidiaries. Many Dutch multinationals use this structure for their Dutch operations. Accordingly, on December 3, 2001, we established this
regime at the level of our wholly-owned subsidiary, Ahold Nederland B.V. (“Ahold Nederland”), which is the indirect parent company of
Albert Heijn, Etos and Gall & Gall and certain other of our Dutch subsidiaries.
Pursuant to the mitigated Large Company regime, Ahold Nederland has established a management board and a supervisory board. The
supervisory board consists of three members and is charged with advising the management board and supervising the policies of the
management board and the general course of business of Ahold Nederland. In exercising its duties, the supervisory board must act in the best
interests of Ahold Nederland and its business enterprise. Certain decisions of the management board are subject to approval by the supervisory
board, including the issuance of shares, the entering into or termination of long term co-operation arrangements with third parties, the
amendment of the articles of association of Ahold Nederland and certain significant investments and divestments. The supervisory board may
suspend members of the management board.
Members of the supervisory board are appointed for a minimum of four years, and any vacancies are filled by appointments made by the
current members of the supervisory board, subject to rights of recommendation by the general meeting of shareholders, the works council and
the management board, and rights of objection by the general meeting of shareholders and the competent works council.
Koninklijke Ahold N.V. is the sole shareholder and the only member of the management board of Ahold Nederland. As a result, Koninklijke
Ahold N.V. has the right to appoint the management board of Ahold Nederland and to determine the number of members and the remuneration
of the management board. In addition, Koninklijke Ahold N.V. is required to adopt the annual accounts of Ahold Nederland.
Our rights as Ahold Nederland’s sole shareholder should be strengthened in many respects by the new bill, which proposes various changes to
Dutch company law. For a discussion of changes proposed by this bill, please see “Proposed Changes to Dutch Company Law” below.
Schuitema
Schuitema, which is listed on Euronext Amsterdam, is subject to the full Large Company regime. As a consequence, Schuitema has established
a management board and a supervisory board. The supervisory board appoints its own members according to a procedure in which influence
can be exercised by not only the general meeting of shareholders, but also by the works council. In addition, the supervisory board is vested
with the authority to approve a number of important management board resolutions, the authority to appoint the members of the management
board and the authority to adopt the annual accounts, which are subsequently submitted for approval by the general meeting of shareholders.
The supervisory board may also subject additional decisions of the management board to its approval.
The supervisory board is charged with advising the management board and supervising the policies of the management board and the general
course of business of Schuitema. In exercising its duties, the supervisory board must act in the best interests of Schuitema and its business
enterprise. The supervisory board may suspend members of the management board.
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Members of the supervisory board are appointed for a term of four years, and any vacancies are, in principle, filled by appointments made by
the current members of the supervisory board. Only natural persons can be members of the supervisory board.
Pursuant to arrangements between Ahold and Schuitema, until March 31, 2003, Ahold was entitled to terminate or mitigate the full Large
Company regime after having had intensive consultations with the supervisory board and management board of Schuitema and taking into
account the perception of independence of Schuitema in the market. No prior approval of Schuitema was required for a decision by Ahold to
terminate the Large Company regime. Pursuant to the agreement, we were entitled to two seats on the then five person Schuitema supervisory
board, with the right to nominate a third neutral person to serve as chairman.
Effective March 31, 2003, a new shareholders’ agreement between Ahold and Schuitema became effective, pursuant to which Ahold cannot
place a proposal to terminate the full Large Company regime on the agenda of Schuitema’s general meeting of shareholders or vote in favor of
such a proposal at the general meeting of shareholders until after having had intensive consultations with the supervisory board and
management board of Schuitema and taking into account the perception of independence of Schuitema in the market. In addition, Ahold must
have determined that the perception of independence of Schuitema in the market no longer requires having the Large Company regime in place.
The new shareholders’ agreement enhances the influence of Schuitema’s supervisory board in the decision to terminate or mitigate the full
Large Company regime. Under the new shareholders’ agreement, Schuitema’s supervisory board must reach the same conclusion as Ahold that
the perception of independence of Schuitema in the market no longer requires the Large Company regime to be in place.
Under the new shareholders’ agreement between Ahold and Schuitema, Ahold retains the right to two seats on the five person Schuitema
supervisory board, with the right to nominate a third neutral person to serve as chairman. Ahold must consult with Schuitema’s supervisory
board regarding its nominees to the supervisory board. If Schuitema’s supervisory board objects to a nominee, Ahold and Schuitema’s
supervisory board will select an advisor whose advice regarding the nominee will be binding. If Ahold and Schuitema’s supervisory board
disagree about the advisor, the Enterprise Chamber will be asked to appoint an advisor. If the nominee is rejected, Ahold can nominate a new
candidate to Schuitema’s supervisory board.
Our rights as a shareholder of Schuitema should be strengthened by the new bill proposing various changes to Dutch company law. For a
discussion of changes proposed by this bill, please see “Proposed Changes to Dutch Company Law” below.
Proposed Changes to Dutch Company Law
On September 9, 2003, the Second Chamber of the Dutch Parliament voted in favor of a bill proposing substantial changes in Dutch company
law. The bill will become effective only after the First Chamber of Dutch Parliament gives its approval. If approved, the bill’s provisions may
become effective around mid-2004. Below are certain key elements of the bill applicable to us:
1.   Important Corporate Executive Board decisions must be approved by shareholders. Resolutions of the Corporate Executive Board
     leading to an important change in our identity or character will require the approval of the General Meeting of Shareholders. This applies
     to resolutions in respect of:
     •    the transfer of most or all of our business;
     •    the entry into or termination of any long-term cooperation arrangement (including joint ventures); and
     •   the acquisition or disposal of participations, with a value of at least one-third of our balance sheet total as per our most recently
         adopted annual accounts.
2.   Shareholders must adopt a remuneration policy for members of the Corporate Executive Board. The new bill will require us to establish a
     policy in respect of the remuneration of the members of our Corporate Executive Board. This policy must be adopted by the General
     Meeting of Shareholders. The policy will include all aspects of remuneration (including bonuses, stock options and severance payments).
     The adherence to the policy must be supervised by our Supervisory Board.
3.   Option and share plans for members of the Corporate Executive Board must be approved by the General Meeting of Shareholders. The
     plans must contain a maximum number of shares and options that may be granted to members of the Corporate Executive Board and must
     include all applicable criteria. The grant of options or shares to individual members of the Corporate Executive Board does not require the
     approval of the General Meeting of Shareholders.
4.   Holders of 1% of our issued share capital or shares representing a value of at least EUR 50 million may place items on the agenda.
     Shareholders representing individually or jointly at least 1% of our issued capital will have the right to put items on the
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     agenda for a General Meeting of Shareholders. As we are a listed company, our shareholders individually or jointly representing a market
     value of at least EUR 50 million will have the same right. The Corporate Executive Board may refuse to put an item on the agenda only if
     it would prejudice our vital interests.
5.   Information to be submitted by our Corporate Executive Board. Under the new bill, our Corporate Executive Board will be required to
     inform the Supervisory Board at least once a year in writing on the key elements of our strategy and the general and financial risks that
     our Company may face.
6.   The General Meeting of Shareholders of Large Company regime companies will be given increased powers. Under the bill, which
     contains a detailed and complicated amendment to the Large Company regime, we would have increased influence over the supervisory
     boards of Schuitema and Ahold Nederland. We would be able to appoint members to their supervisory boards on the basis of a
     nomination by the relevant supervisory board, which we would be able to override, forcing the supervisory board to propose one or more
     new candidates, although, in the case of Schuitema, we will still be subject to our agreement on appointment of members to the
     supervisory board. Under the new shareholders’ agreement between Ahold and Schuitema, we have the right to two seats on the five
     person Schuitema supervisory board, with the right to nominate a third neutral person to serve as chairman. For a discussion of our rights
     under the new shareholders’ agreement, see “Large Company Regime in The Netherlands—Schuitema” above in this Item 10.
During the March 3, 2004 Extraordinary General Meeting of Shareholders, our shareholders adopted certain amendments to our Articles of
Association in response to items 1 through 4 above. For information about these amendments, please see the information on page 8 of the 2003
Annual Report under the caption “Corporate Governance—Part I: Highlights of the New Structure—1. Enlargement of Shareholder Rights”
and the information on pages 18 through 19 of the 2003 Annual Report under the caption “Remuneration—The Remuneration Policy,” which
information is incorporated herein by reference.
Material Contracts
For information about our material contracts, please see the information on pages 76 through 78 of the 2003 Annual Report under the captions
“Operating and Financial Review and Prospects—Liquidity and Capital Resources—The December 2003 Credit Facility,” “Operating and
Financial Review and Prospects—Liquidity and Capital Resources —The March 2003 Credit Facility” and “Operating and Financial Review
and Prospects—Liquidity and Capital Resources —Prior Facilities,” and the information on pages 81 through 83 of the 2003 Annual Report
under the caption “Operating and Financial Review and Prospects—Liquidity and Capital Resources —Off-Balance Sheet Arrangements—
Asset Receivable Securitization Programs,” which information is incorporated herein by reference.
Exchange Controls
Currently, there are no limitations, other than those described under “Taxation” below in this Item 10, regarding the payment of dividends by
us to non-residents of The Netherlands or any other payments to or from non-resident holders of our securities.
The existing laws and regulations of The Netherlands impose no limitations on non-resident or foreign owners with respect to holding or voting
common shares other than those also imposed on resident owners. Our Articles of Association do not impose any limitation on (1) remittances
to or from abroad regarding dividends or capital or (2) rights of non-resident or foreign owners to hold or vote common shares.
Taxation
Dutch Taxation
The following is a summary of material tax consequences in The Netherlands of the acquisition, ownership and disposition of our ADSs and
our common shares under current Dutch law. It does not, however, discuss every aspect of such taxation that may be relevant to a particular
taxpayer under special circumstances or who is subject to special treatment under applicable law, nor does it address the income taxes imposed
by any political subdivision of The Netherlands or any tax imposed by any other jurisdiction. The laws upon which such discussion is based are
subject to change, perhaps with retroactive effect. Each holder and prospective investor should consult his or her own tax advisor with respect
to the tax consequences of acquiring, owning and disposing of ADSs and/or common shares.
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General
Holders of ADSs will be treated as the beneficial owners of our common shares represented by such ADSs. An ADS will, in general, for Dutch
tax purposes, be identified with a share in Ahold.
Dutch Taxation for Non-Resident ADS and/or Common Shareholders
The following is a summary of the material Dutch tax consequences for an owner of our ADSs and/or common shares who is not, or is not
deemed to be, a resident of The Netherlands for the purpose of the relevant tax law provisions.
Withholding Tax
Dividends distributed by us are generally subject to a withholding tax imposed by The Netherlands at a rate of 25%. The expression “dividends
distributed by us” as used herein includes, but is not limited to: (i) distributions in cash or in kind, deemed and constructive distributions and
repayments of paid-in capital not recognized as exempt for Dutch dividend withholding tax purposes; (ii) liquidation proceeds, proceeds from
the redemption of ADSs and/or common shares or, as a rule, consideration for the repurchase by us of our ADSs and/or common shares in
excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes; (iii) the par value of ADSs and/or common
shares issued to a holder of ADSs and/or common shares or an increase of the par value of ADSs and/or common shares, as the case may be, to
the extent that it does not appear that a contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made;
and (iv) partial repayment of paid-in capital, recognized for Dutch dividend withholding tax purposes, if and to the extent that there are net
profits ( zuivere winst) , unless the General Meeting of Shareholders has resolved in advance to make such repayment and provided that the par
value of the ADSs and/or common shares concerned has been reduced by an equal amount by way of an amendment to the Articles of
Association.
If a holder of ADSs and/or common shares is resident in a country other than The Netherlands and if a taxation convention is in effect between
The Netherlands and such country, such holder of ADSs and/or common shares may, depending on the terms of such double taxation
convention, be eligible for a full or partial exemption from, or refund of, Dutch dividend withholding tax.
Under the double taxation convention in effect between The Netherlands and the U.S. (the “Treaty”), dividends paid by us to a resident of the
U.S. (other than an exempt organization or exempt pension organization) are generally eligible for a reduction of the 25% Dutch withholding
tax to 15%, or in the case of certain U.S. corporate ADS and/or common share holders owning at least 10% of the voting power of the
Company, 5%, unless the ADSs and/or common shares held by such resident are attributable to a business or part of a business that is, in whole
or in part, carried on through a permanent establishment or a permanent representative in The Netherlands.
The Treaty provides for a complete exemption for dividends received by exempt pension organizations and exempt organizations, as defined
therein. Except in the case of exempt organizations, the reduced dividend withholding rate can be applied immediately upon payment of the
dividends, provided that the proper forms (IB92 USA or IB95 USA) have been filed in advance of the payment. Qualifying U.S. exempt
organizations must seek a full refund of the tax withheld by filing the proper forms. A holder of ADSs and/or common shares other than an
individual will not be eligible for the benefits of the Treaty if such holder of ADSs and/or common shares does not satisfy one or more of the
tests set forth in the limitation on benefits provisions of Article 26 of the Treaty.
The Depositary for the ADSs has entered into a special arrangement with the Dutch tax authorities, which may be amended from time to time,
regarding the application of the Treaty to dividends paid to holders of ADSs. Under such arrangement, the Depositary has agreed to provide a
single tax form to us indicating the number of ADSs owned by residents of the U.S. entitled to an exemption from, or reduction of, Dutch
withholding tax under the Treaty. In case of dividends paid by the Depositary by wire transfer or similar method to a bank, broker or depositary
(such as The Depositary Trust Company), the Depositary will withhold 25% of any dividends payable and such bank, broker or depositary may
claim on behalf of its client a refund of such taxes from the Depositary in the form of a supplemental dividend check. An exempt organization
that is resident in the U.S. and is entitled to a full exemption from Dutch withholding tax under Article 36 of the Treaty cannot use the special
arrangement described in this paragraph. Accordingly, Dutch withholding tax will be imposed on dividends payable to such a holder at a rate of
25% and such holder may claim the benefits of the Treaty by filing a form IB95 USA directly with the Dutch tax authorities. The Depositary
will provide to holders of ADSs, prior to each dividend payment, a notice setting forth the procedures for obtaining a reduced rate of, or
exemption from, Dutch withholding tax.
According to an anti-dividend stripping provision, no exemption from, reduction of, or refund of, Dutch dividend withholding tax will be
granted if the ultimate recipient of a dividend paid by us is not considered the beneficial owner of such dividend. Such recipient is not
considered the beneficial owner if such recipient paid a consideration (in cash or in kind) to a third party in connection with the dividend and
such payment forms part of a sequence of transactions (as defined below), and further it is likely that (i) such third party, an individual or a
company (other than the holder of the dividend coupon) benefited, in whole or in part, directly or indirectly, from the dividend and such third
party, individual or company would not, or to a lesser extent be entitled to an exemption from, reduction
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of, or refund of, Dutch dividend withholding tax than the recipient of the dividend, and (ii) such third party, individual or company, directly or
indirectly, retains or acquires a position in the ADSs and/or common shares that is comparable with his/her or its position in similar ADSs
and/or common shares that he/she or it had before the sequence of transactions began. The term “sequence of transactions” as used herein
includes the sole acquisition of one or more dividend coupons and the establishment of short-term rights of enjoyment on ADSs and/or
common shares, while the transferor retains the ownership of the ADSs and/or common shares. The Dutch tax authorities have taken the
position that this beneficial ownership test can also be applied to deny relief from Dutch withholding tax under double taxation conventions.
However, there are arguments for the view that the term “beneficial ownership” must be interpreted in the context of double taxation
conventions and not with reference to domestic law of a contracting state.
Under certain circumstances, a transfer to the Dutch tax authorities of the full amount of withholding tax withheld will not be required with
respect to dividend distributions out of dividends received from our qualifying foreign affiliates. The amount not required to be transferred
amounts to 3% of the gross amount of any cash dividend paid on the ADSs and/or common shares, but cannot exceed 3% of the gross
dividends received from our qualifying foreign affiliates during the calendar year until the withholding date and the two previous calendar
years, excluding distributions that have been taken into account in respect of the determination of a previous reduction of withholding tax to be
transferred. This reduction is not paid out to holders of ADSs and/or common shares, but remains with us instead. The classification of this
reduction for foreign tax purposes is not clear.
Distribution Tax
For the period from January 1, 2001, up to and including December 31, 2005, we are subject to a temporary special distribution tax (“surtax”)
at a rate of 20% on certain dividends that are qualified as “excessive.” Dividends are considered to be “excessive” when, among other things,
the total proceeds distributed during a particular calendar year exceed the highest of (i) 4% of our market capitalization at the beginning of the
relevant calendar year, (ii) twice the amount of the average annual dividends (exclusive of extraordinary distributions) by reference to the three
calendar years immediately preceding January 1, 2001, or (iii) our adjusted consolidated commercial result for the preceding year, subject to
certain adjustments. Certain exceptions exist. The classification of this surtax under their domestic tax laws and the consequences thereof for
foreign ADS and/or common shareholders are uncertain. To the extent dividends that are subject to this surtax are distributed to certain
qualifying ADS and/or common shareholders, we are not required to withhold Dutch dividend withholding tax.
Taxes on Income and Capital Gains
A holder of ADSs and/or common shares will not be subject to any Dutch taxes on income or capital gains in respect of dividends distributed
by us or in respect of any gain realized on the disposal of ADSs and/or common shares (other than the withholding tax described above),
provided that: (i) such holder is neither resident nor deemed to be a resident nor opting to be taxed as a resident of The Netherlands; (ii) such
holder does not have an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a
permanent representative in The Netherlands and to which enterprise or part of an enterprise, as the case may be, the ADSs and/or common
shares are attributable; (iii) such holder is not a taxable entity for Dutch corporate income tax purposes that is deemed to have a Dutch
enterprise to which enterprise the ADSs and/or common shares are attributable; (iv) such holder is not an individual performing other activities
in The Netherlands in respect of the ADSs and/or common shares, including activities which are beyond the scope of active portfolio
investment activities; and (v) such holder does not have a substantial interest or a deemed substantial interest in Ahold or, if such holder does
have such an interest, it forms part of the assets of an enterprise.
Generally, a holder of ADSs and/or common shares will not have a substantial interest if he/she, his/her partner, certain other relatives
(including foster children) or certain persons sharing his/her household, do not hold, alone or together, whether directly or indirectly, the
ownership of, or certain other rights over, shares and/or ADSs representing 5% or more of our total issued and outstanding capital (or the
issued and outstanding capital of any class of shares), or rights to acquire ADSs and/or shares, whether or not already issued, that represent at
any time (and from time to time) 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of
shares), or the ownership of certain profit participating certificates that relate to 5% or more of our annual profit and/or 5% or more of our
liquidation proceeds. A deemed substantial interest is present if (part of) a substantial interest has been disposed of, or is deemed to have been
disposed of, in a transaction where taxation was deferred.
Gift, Estate and Inheritance Taxes
No gift, estate or inheritance taxes will arise in The Netherlands with respect to an acquisition of ADSs and/or common shares by way of a gift
by, or on the death of, a holder of ADSs and/or common shares who is neither resident nor deemed to be a resident of The Netherlands, unless:
(i) the holder at the time of the gift has, or at the time of his/her death had, an enterprise or an interest in an enterprise that is or was, in whole or
in part, carried on through a permanent establishment or a permanent representative in The Netherlands and to which enterprise or part of such
enterprise, as the case may be, the ADSs and/or common shares are or were
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attributable; or (ii) in the case of a gift of ADSs and/or common shares by an individual who at the time of the gift was neither resident nor
deemed to be resident in The Netherlands, such individual dies within 180 days after the date of the gift, while being resident or deemed to be
resident in The Netherlands.
For purposes of Dutch gift, estate and inheritance tax, an individual who holds The Dutch nationality will be deemed to be resident in The
Netherlands if he/she has been resident in The Netherlands at any time during the ten years preceding the date of the gift or his death. For
purposes of Dutch gift tax, an individual not holding Dutch nationality will be deemed to be resident in The Netherlands if he/she has been
resident in The Netherlands at any time during the twelve months preceding the date of the gift.
Other Dutch Taxes and Duties
Except for a capital tax which will be payable by us, no registration tax, transfer tax, stamp duty or any other similar documentary tax or duty
will be payable in The Netherlands in respect of or in connection with the subscription, issue, placement, allotment or delivery of ADSs and/or
common shares.
Dutch Taxation for Resident ADS and/or common shareholders
The following discussion is intended only for the following ADS and/or common shareholders or investors:
     • individuals who are resident or deemed to be resident in The Netherlands for tax purposes or who have opted to be taxed as resident
         in The Netherlands, excluding (i) individuals who invest in ADSs and/or common shares that form part of a substantial interest or a
         deemed substantial interest in Ahold or (ii) individuals who are, or are deemed to be, Ahold’s employees, director or board members
         or individuals who are, or are deemed to be, employees, directors, board members of companies related to us (the “Dutch
         Individuals”); and
     • corporate entities, which term includes associations which are taxable as corporate entities, that are resident or deemed to be resident
         in The Netherlands for tax purposes, excluding corporate entities that are (i) not subject to Dutch corporate income tax, (ii) exempt
         from such corporate income tax, including but not limited to pension funds ( pensioenfondsen ) as defined under Dutch law or (iii)
         investment institutions ( beleggingsinstellingen ) as defined under Dutch law.
Individual and Corporate Income Tax
      Dutch individuals not engaged in an enterprise
A Dutch individual (i) who holds ADSs and/or common shares that are not attributable to an enterprise of which such a Dutch individual
derives a share of the profit, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise other
than as an entrepreneur or a ADS and/or share holder, (ii) who is not performing other activities in respect of the ADSs and/or common shares,
including but not limited to activities which are beyond the scope of active portfolio investment activities, and (iii) who does not have a
substantial interest or a deemed substantial interest in us, generally is subject to income tax at a rate of 30% on a deemed yield of 4% of the
average market value of the ADSs and/or common shares in any one year.
     Dutch individuals engaged in an enterprise and corporate entities
Any benefits derived or deemed to be derived from ADSs and/or common shares (including any capital gains realized on the disposal thereof)
that are attributable to an enterprise of which the resident derives a share of the profit, whether as an entrepreneur (ondernemer) or as a person
who has a co-entitlement to the net worth of such enterprise other than by way of shares and/or ADSs and/or common shares, generally are
subject to income tax at progressive rates. Any benefits derived or deemed to be derived from ADSs and/or common shares (including any
capital gains realized on the disposal thereof) that are held by a Dutch corporate entity generally are subject to corporate income tax.
       Withholding Tax
Dividends distributed by us are generally subject to a withholding tax imposed by The Netherlands at a rate of 25%. Please see “Dutch
Taxation for Non-Resident ADS and/or Common Shareholders—Withholding Tax” above in this Item 10 for a definition of “dividends
distributed by us” as used herein.
Dutch individuals and Dutch corporate entities generally can credit the withholding tax against their Dutch income tax or corporate income tax
liability and generally are entitled to a refund of dividend withholding tax insofar as the withholding tax exceeds their
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aggregate income tax or corporate income tax liability. In the case of certain holders of ADSs and/or common shares subject to Dutch corporate
income tax and enjoying the participation exemption, no withholding tax may need to be withheld at all.
According to an anti-dividend stripping provision, no exemption from, credit, reduction or refund of, Dutch dividend withholding tax will be
granted if the ultimate recipient of a dividend paid by us is not considered to be the beneficial owner of such dividend (please see “Dutch
Taxation for Non-Resident ADS and/or Common Shareholders—Withholding Tax” above in this Item 10 for a description of who is
considered a “beneficial owner”).
      Distribution Tax
For the period from January 1, 2001 up to and including December 31, 2005, we are subject to a temporary special distribution tax at a rate of
20% on certain dividends that are qualified as “excessive” (please see “Dutch Taxation for Non-Resident ADS and/or Common Shareholders—
Distribution Tax” above in this Item 10 for a description of what is considered “excessive”). Certain exceptions exist. To the extent dividends
that are subject to this surtax are distributed to certain qualifying ADS and/or common shareholders, we are not required to withhold Dutch
dividend withholding tax.
     Gift, Estate and Inheritance Taxes
Dutch gift, estate or inheritance taxes may apply to an acquisition of ADSs and/or common shares by way of a gift by, or on the death of, a
holder of ADSs and/or common shares who is resident or deemed to be resident in The Netherlands.
      Other Dutch Taxes and Duties
Except for a capital tax which will be payable by us, no registration tax, transfer tax, stamp duty or any other similar documentary tax or duty
will be payable in The Netherlands in respect of or in connection with the subscription, issue, placement, allotment or delivery of ADSs and/or
common shares.
U.S. Federal Income Taxation
The following is a summary of the principal U.S. federal income tax consequences that may be relevant with respect to the acquisition,
ownership and disposition of our common shares or ADSs. This summary addresses only the U.S. federal income tax considerations of holders
that were initial purchasers of common shares or ADSs at the initial issue price and hold common shares or ADSs as capital assets. This
summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as financial institutions,
insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, dealers or traders in securities or currencies,
tax-exempt entities, persons that received common shares or ADSs as compensation for the performance of services, persons that will hold
common shares or ADSs as part of a “hedging” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax
purposes, persons that have a “functional currency” other than the US dollar or holders that own (or are deemed to own) 10% or more (by
voting power or value) of our common shares or ADSs. Moreover, this summary does not address the U.S. federal estate and gift or alternative
minimum tax consequences of the acquisition, ownership and disposition of common shares or ADSs.
This summary is based on (1) the federal tax laws of the U.S. as in effect and available on the date of this annual report on Form 20-F,
including the Internal Revenue Code, as amended, judicial decisions, administrative pronouncements, and currently effective and proposed
U.S. Treasury Regulations, each as available on the date hereof and (2) the representations and covenants of the Depositary and the assumption
that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing
are subject to change, which change could apply retroactively and could affect the tax consequences described below.
For purposes of this summary, a “U.S. Holder” is a beneficial owner of common shares or ADSs that, for U.S. federal income tax purposes, is:
(1) a citizen or resident of the U.S., (2) a partnership or corporation created or organized in or under the laws of the U.S. or any state thereof
(including Washington D.C.), (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust
if such trust validly elects to be treated as a U.S. person for U.S. federal income tax purposes or if (x) a court within the U.S. is able to exercise
primary supervision over its administration and (y) one or more U.S. persons have the authority to control all of the substantial decisions of
trust. A “Non-U.S. Holder” is a beneficial owner of common shares or ADSs that is not a U.S. Holder.
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If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds common shares or ADSs, the tax
treatment of such partnership and a partner in such partnership generally will depend on the status of the partner and the activities of the
partnership. Such a partnership or partner should consult its own tax advisor as to its consequences.
Each prospective purchaser should consult his/her own tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of
acquiring, owning or disposing of common shares.
Ownership of ADSs in General
For U.S. federal income tax purposes, a holder of ADSs generally will be treated as the owner of the common shares represented by such
ADSs.
The U.S. Treasury Department has expressed concern that depositaries for ADSs, or other intermediaries between the holders of shares of an
issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. Holders of such receipts
or shares. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Dutch taxes and sourcing rules described below
could be affected by future actions that may be taken by the U.S. Treasury Department.
Distributions
The gross amount of any distribution we make of cash or property (other than certain distributions, if any, of common shares distributed pro
rata to all our shareholders, including holders of ADSs) with respect to common shares or ADSs, before reduction for any Dutch taxes withheld
therefrom, will be includible in income by a U.S. Holder as dividend income to the extent such distributions are paid out of our current or
accumulated earnings and profits as determined under U.S. federal income tax principles. Non-corporate U.S. Holders will be taxed on any
such dividends received in a taxable year beginning on or before December 31, 2008 at the lower tax rate applicable to long-term capital gains
(i.e., gains from the sale of capital assets held for more than one year). However, such dividends will not be eligible for the dividends received
deduction generally allowed to corporate U.S. Holders. To the extent, if any, that the amount of any distribution we make exceeds our current
and accumulated earnings and profits as determined under U.S. federal income tax principles, it will be treated first as a tax-free return of the
U.S. Holder’s adjusted tax basis in the common shares or ADSs and thereafter as capital gain. We do not maintain calculations of our earnings
and profits under U.S. federal income tax principles.
Any such dividend paid in Euros will be included in the gross income of a U.S. Holder in an amount equal to the US dollar value of the Euros
on the date of receipt, which in the case of ADSs, is the date they are received by the depositary. The amount of any distribution of property
other than cash will be the fair market value of such property on the date of distribution.
A U.S. Holder may elect to deduct in computing his/her taxable income or, subject to certain complex limitations on foreign tax credits
generally, credit against its U.S. federal income tax liability Dutch withholding tax at the rate applicable to such U.S. Holder. As discussed
under “Dutch Taxation for Non-Resident ADS and/or Common Shareholders—Withholding Tax” above in this Item 10 under the Treaty,
dividends paid by us to a U.S. Holder generally will be subject to a Dutch withholding tax rate of 15%. Such reduced rate of withholding will
apply only if such U.S. Holder is treated as a resident of the U.S. for purposes of such treaty and otherwise is entitled to the benefits of such
treaty and the dividends are not effectively connected with a permanent establishment or fixed base of such U.S. Holder that is situated in The
Netherlands. For purposes of calculating the U.S. foreign tax credit, dividends paid by us will generally constitute passive income, or in the
case of certain U.S. Holders, financial services income. U.S. Holders should consult their tax advisors regarding the availability of, and
limitations on, any such foreign tax credit.
If and to the extent that we pay a dividend on the common shares or ADSs out of dividend income from our non-Dutch subsidiaries and are
therefore entitled to a credit for Dutch tax purposes for foreign taxes attributable to such dividend income from non-Dutch subsidiaries, there is
a risk that the U.S. Internal Revenue Service might take the position that our allowable credit for Dutch tax purposes constitutes a partial
subsidy of our withholding tax obligation and that, therefore, a U.S. Holder would not be entitled to a foreign tax credit with respect to the
amount so allowed. However, this Dutch tax credit is available only to us and does not reduce the amount of withholding tax applied against
the dividends paid by us. We believe that such a position would not be correct because such Dutch credit is based primarily on the net dividend
received and the U.S. Holder does not receive any benefit from such Dutch tax credit available to us.
Subject to the discussion under “Backup Withholding Tax and Information Reporting Requirements” below in this Item 10, a Non-U.S. Holder
of common shares or ADSs generally will not be subject to U.S. federal income or withholding tax on dividends received on common shares or
ADSs, unless such income is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the U.S.
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Sale or Exchange of Common Shares or ADSs
A U.S. Holder generally will recognize gain or loss on the sale or exchange of common shares or ADSs equal to the difference between the
amount realized on such sale or exchange and the U.S. Holder’s adjusted tax basis in the common shares or ADSs. Such gain or loss will be
capital gain or loss. In the case of a non-corporate U.S. Holder, the maximum marginal U.S. federal income tax rate applicable to such gain will
be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income (other than certain dividends) if such U.S.
Holder’s holding period for such common shares or ADSs exceeds one year. Gain or loss, if any, recognized by a U.S. Holder generally will be
treated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations.
A U.S. Holder’s initial tax basis in common shares or ADSs will be the US dollar value of the Euro denominated purchase price determined on
the date of purchase. If the common shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. Holder, or, if
it elects, an accrual basis U.S. Holder, will determine the dollar value of the cost of such common shares or ADSs by translating the amount
paid at the spot rate of exchange on the settlement date of the purchase. If a U.S. Holder converts US dollars to Euros and immediately uses
that currency to purchase common shares or ADSs, such conversion generally will not result in taxable gain or loss to such U.S. Holder.
With respect to the sale or exchange of common shares or ADSs, the amount realized generally will be the US dollar value of the payment
received determined on (1) the date of receipt of payment in the case of a cash basis U.S. Holder and (2) the date of disposition in the case of an
accrual basis U.S. Holder. If the common shares or ADSs are treated as traded on an “established securities market,” a cash basis taxpayer, or,
if he/she elects, an accrual basis taxpayer, will determine the US dollar value of the amount realized by translating the amount received at the
spot rate of exchange on the settlement date of the sale.
Subject to the discussion under “Backup Withholding Tax and Information Reporting Requirements” below in this Item 10, a Non-U.S. Holder
of common shares or ADSs generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale or exchange
of such common shares or ADSs unless (1) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business
in the U.S. or (2) in the case of any gain realized by an individual Non-U.S. Holder, such holder is present in the U.S. for 183 days or more in
the taxable year of such sale or exchange and certain other conditions are met.
Backup Withholding Tax and Information Reporting Requirements
U.S. backup withholding tax and information reporting requirements generally apply to certain payments to certain non-corporate holders of
stock. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, common shares
or ADSs made within the U.S. to a holder of common shares or ADSs (other than an “exempt recipient” which is a payee, including a
corporation, that is not a U.S. person that provides an appropriate certification, and certain other persons). A payor will be required to withhold
backup withholding tax from any payments of dividends on, or the proceeds from the, sale or redemption of, common shares or ADSs within
the U.S. to a holder (other than an “exempt recipient”) if such holder fails to furnish its correct taxpayer identification number or otherwise fails
to comply with, or establish an exemption from, such backup withholding tax requirements. The backup withholding rate was 30% for the year
2002 and is 28% for years 2003 through 2010.
In the case of such payments made within the U.S. to a foreign simple trust, a foreign grantor trust or a foreign partnership (other than
payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that qualifies as a “withholding foreign trust” or a
“withholding foreign partnership” within the meaning of the applicable U.S. Treasury Regulations and payments to a foreign simple trust, a
foreign grantor trust or a foreign partnership that are effectively connected with the conduct of a trade or business in the U.S.), the beneficiaries
of the foreign simple trust, the persons treated as the owners of the foreign grantor trust or the partners of the foreign partnership, as the case
may be, will be required to provide the certification discussed above in order to establish an exemption from backup withholding tax and
information reporting requirements. Moreover, a payor may rely on a certification provided by a payee that is not a U.S. person only if such
payor does not have actual knowledge or a reason to know that any information or certification stated in such certificate is incorrect.
The above summary is not intended to constitute a complete analysis of all tax consequences that may be relevant to the acquisition, ownership
and disposition of common shares or ADSs, and does not address state, local, foreign or other tax laws. Holders of common shares or ADSs
should consult their own tax advisors concerning the tax consequences of their particular situations.
Documents on Display
Copies of this annual report on Form 20-F and our Articles of Association as well as the articles of association of the Administratiekantoor and
the trust conditions ( Administratievoorwaarden ) will be available for inspection upon request at our Corporate Office at Albert Heijnweg 1,
1507 EH Zaandam, The Netherlands (tel. +31-75-659-5625).
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Copies of this annual report on Form 20-F and the exhibits thereto may also be obtained from the principal office of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The public may also obtain information from the operation of the SEC’s Public
Reference Room by calling 1-800-SEC-0330.
Additionally, the SEC maintains a website at http://www.sec.gov that contains reports and other information that registrants file electronically
with the SEC through the Electronic Data Gathering, Analysis and Retrieval system (EDGAR). Such materials are available for inspection and
copying at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information on pages 86 through 87 of the 2003 Annual Report under the caption “Operating and Financial Review and Prospects—
Quantitative and Qualitative Disclosures About Market Risk” is incorporated herein by reference.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13.     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
During the March 3, 2004 Extraordinary General Meeting of Shareholders, our shareholders adopted certain amendments to our Articles of
Association. For information about amendments affecting the rights of our shareholders, please see the information on page 8 of the 2003
Annual Report under the caption “Corporate Governance—Part I: Highlights of the New Structure—1. Enlargement of Shareholder Rights,”
which information is incorporated herein by reference.
ITEM 15. CONTROLS AND PROCEDURES
The information on pages 15 through 17 of the 2003 Annual Report under the caption “Corporate Governance—Part III: Corporate
Governance: Controls and Procedures” is incorporated herein by reference.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The information on page 11 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance Report—3.
Supervisory Board Committees—Audit Committee” is incorporated herein by reference.
ITEM 16B. CODE OF ETHICS
The information on page 13 of the 2003 Annual Report under the caption “Corporate Governance—Part II: Corporate Governance Report—7.
Code of Professional Conduct and Ethics” is incorporated herein by reference. A copy of the Ahold Code of Professional Conduct and Ethics is
attached as Exhibit 11.1 hereto.
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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the total remuneration incurred by us and our subsidiaries for services provided by our independent accountants,
Deloitte Accountants and its member firms and/or affiliates (“Deloitte”), with respect to our previous two years:
                                                                                                                            2003       2002

                                                                                                                           (in EUR thousands)
         Audit Fees                                                                                                        19,671     31,312
         Audit-Related Fees                                                                                                   810      1,549
         Tax Fees                                                                                                             687        582
         All Other Fees                                                                                                        96        222

              Total                                                                                                        21,264     33,665


Audit Fees
Audit fees principally constitute fees billed for professional services rendered by Deloitte for the audit of our consolidated financial statements
for each of the years 2002 and 2003, and the review of the financial statements included in interim consolidated financial statements for the
third quarter of 2003. The audit fees for 2002 also included fees paid related to the restated 2000 and 2001 comparative consolidated financial
information.
Audit-Related Fees
Audit-related fees constitute fees billed for assurance and related services by Deloitte that are reasonably related to the performance of the audit
or review of our consolidated financial statements, other than the services reported above under “Audit Fees,” in each of the years 2002 and
2003. Audit-related fees principally consisted of fees for consultation concerning financial accounting and reporting standards related matters.
Tax Fees
Tax fees constitute fees billed for professional services rendered by Deloitte for tax compliance, tax advice and tax planning in each of 2002
and 2003.
All Other Fees
All other fees constitute the aggregate fees billed for products and services, other than the services reported above under “Audit Fees,” “Audit-
Related Fees” and “Tax Fees,” provided by Deloitte in each of 2002 and 2003.
Audit Committee Pre-Approval
Our Audit Committee pre-approved all audit and permitted non-audit services provided to us and to our subsidiaries during the periods listed
prior to the engagement of our independent public accountants with respect to such services. Permitted non-audit services are assurance
services or other work traditionally provided to us by the independent public accountants in their capacity as external auditor.
PART III
ITEM 17. FINANCIAL STATEMENTS
Not Applicable.
ITEM 18. FINANCIAL STATEMENTS
The information required by this item is incorporated herein by reference to Exhibit 14.2 attached hereto. Exhibit 14.2 includes
     • Consolidated Statements of Operations for our fiscal years ended December 28, 2003, December 29, 2002 and December 30, 2001;
     •     Consolidated Balance Sheets for our fiscal years ended December 28, 2003 and December 29, 2002;
     •     Consolidated Statements of Cash Flows for our fiscal years ended December 28, 2003, December 29, 2002 and December 30, 2001;
     •     Notes to the Consolidated Financial Statements; and
     •     Report of the independent auditors, dated May 5, 2004.
These consolidated financial statements and related notes are the same as the consolidated financial statements and related notes that are
included in the 2003 Annual Report (translated into English), except that (1) we have corrected certain typographical errors discovered after the
English version of the 2003 Annual Report was printed and (2) the consolidated financial statements and related notes in Exhibit 14.2 include
the addition of Note 33—“Subsequent Events,” that includes the disclosure included on pages 200 through 203 of the 2003 Annual Report
under the caption “Additional Information—Subsequent Events,” as well as disclosure regarding an event that occurred after April 24, 2004,
the date of the 2003 Annual Report. Exhibit 14.2 also includes the independent auditors’ report dated May 5, 2004, which report was prepared
under the generally accepted auditing standards in the United States, which replaces the independent auditors’ report dated April 24, 2004,
which report was prepared under the generally accepted auditing standards in The Netherlands and which report was included in the 2003
Annual Report.
Separate financial statements and notes thereto for our current joint ventures, JMR, Paiz Ahold and ICA, and our former joint venture, DAIH,
are required to be included in this annual report in accordance with Rule 3-09 of Regulation S-X but have not yet been so included. We intend
to include these separate financial statements and notes thereto in amendments to this annual report upon completion of such financial
statements in appropriate form for the filing with the SEC. Such amendments would be available through the SEC’s website at www.sec.gov
shortly after they are filed with the SEC. Summarized financial information for these joint ventures is set forth on pages F-48 through F-49 of
the Financial Statements in Note 15—“Investments in Joint Ventures and Equity Investees” which are incorporated herein by reference.
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ITEM 19.      EXHIBITS
List of Exhibits
EXHIBIT             DESCRIPTION


      1.1           English translation of Articles of Association of the Company, as amended on March 3, 2004.
      4.1           Amended and Restated Employment Agreement between the Company and Anders Moberg dated October 14, 2003,
                    incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December
                    29, 2002.
      4.2           Employment Agreement between the Company and Hannu Ryöppönen dated June 18, 2003, incorporated by reference to
                    Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 29, 2002.
      4.3           Employment Agreement between the Company and Peter Wakkie dated October 9, 2003.
      4.4           Employment Agreement between the Company and William Grize dated August 31, 2001.
      4.5           Employment Agreement between the Company and Theo de Raad dated December 18, 2000.
      4.6           Employment Agreement between the Company and Jan Andreae dated September 19, 1997.
      4.7           Credit Facility, dated December 17, 2003 and as amended on December 23, 2003, between the Company and ABN AMRO
                    Bank N.V., Bank of America, N.A., Goldman Sachs Credit Partners, L.P., ING Bank N.V., J.P. Morgan Chase Bank and
                    certain banks and financial institutions, as lenders.
      8.1           For significant subsidiaries as of the end of the fiscal year covered by this annual report on Form 20-F, please see the
                    information on pages F-104 through F-106 of the Financial Statements in Note 32—“List of Subsidiaries and Affiliates of
                    Ahold,” which information is incorporated herein by reference.
      9.1           Consent of Deloitte Accountants, independent auditors to the Company.
  11.1              Ahold Code of Professional Conduct and Ethics adopted on March 24, 2004.
  12.1              Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
  12.2              Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
  13.1              Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002. (1)
  13.2              Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002. (1)
  14.1              Pages from the Dutch statutory version of the 2003 Annual Report to Shareholders of the Company (translated into English),
                    which are furnished to the SEC for information only and are not filed except for such specific portions that are expressly
                    incorporated by reference in this annual report on Form 20-F. (2)
  14.2              Consolidated financial statements of the Company, related notes and the independent auditors’ report related thereto. (3)

(1)    This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.
(2)    These pages may differ from the English version of the 2003 Annual Report being mailed to our shareholders due to the correction of
       certain typographical errors discovered after the English version was printed. None of the revisions affects the disclosure in these pages in
       a material respect.
(3)    For an explanation regarding these consolidated financial statements, please see Item 18 “Financial Statements.”
Pursuant to Instruction 2(b)(i) as to Exhibits in Form 20-F, various instruments defining the rights of long-term debt of Ahold are not being
filed herewith because the total of securities authorized under each such instrument does not exceed 10% of the total assets of Ahold. Ahold
hereby agrees to furnish a copy of any such instrument to the SEC upon request.
                                                                         47
Table of Contents

                                                                SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, Ahold hereby certifies that it meets all of the requirements
for filing on Form 20-F and has duly caused this annual report on Form 20-F to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                                                      Koninklijke Ahold N.V.

                                                                                      By:                  /s/ Anders C. Moberg

                                                                                            Name: Anders C. Moberg
                                                                                            Title: President, Chief Executive Officer and
                                                                                               Member of the Corporate Executive Board
Date: May 6, 2004
Table of Contents

                                                                 Index of Exhibits
EXHIBIT             DESCRIPTION


      1.1           English translation of Articles of Association of the Company, as amended on March 3, 2004.
      4.1           Amended and Restated Employment Agreement between the Company and Anders Moberg dated October 14, 2003,
                    incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December
                    29, 2002.
      4.2           Employment Agreement between the Company and Hannu Ryöppönen dated June 18, 2003, incorporated by reference to
                    Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 29, 2002.
      4.3           Employment Agreement between the Company and Peter Wakkie dated October 9, 2003.
      4.4           Employment Agreement between the Company and William Grize dated August 31, 2001.
      4.5           Employment Agreement between the Company and Theo de Raad dated December 18, 2000.
      4.6           Employment Agreement between the Company and Jan Andreae dated September 19, 1997.
      4.7           Credit Facility, dated December 17, 2003 and as amended on December 23, 2003, between the Company and ABN AMRO
                    Bank N.V., Bank of America, N.A., Goldman Sachs Credit Partners, L.P., ING Bank N.V., J.P. Morgan Chase Bank and
                    certain banks and financial institutions, as lenders.
      8.1           For significant subsidiaries as of the end of the fiscal year covered by this annual report on Form 20-F, please see the
                    information on pages F-104 through F-106 of the Financial Statements in Note 32—List of Subsidiaries and Affiliates of
                    Ahold,” which information is incorporated herein by reference.
      9.1           Consent of Deloitte Accountants, independent auditors to the Company.
  11.1              Ahold Code of Professional Conduct and Ethics adopted on March 24, 2004.
  12.1              Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
  12.2              Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.
  13.1              Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002. (1)
  13.2              Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002. (1)
  14.1              Pages from the Dutch statutory version of the 2003 Annual Report to Shareholders of the Company (translated into English),
                    which are furnished to the SEC for information only and are not filed except for such specific portions that are expressly
                    incorporated by reference in this annual report on Form 20-F. (2)
  14.2              Consolidated financial statements of the Company, related notes and the independent auditors’ report related thereto. (3)

(1)    This document is being furnished in accordance with SEC Release Nos. 33-8212 and 34-47551.
(2)    These pages may differ from the English version of the 2003 Annual Report being mailed to our shareholders due to the correction of
       certain typographical errors discovered after the English version was printed. None of the revisions affects the disclosure in these pages in
       a material respect.
(3)    For an explanation regarding these consolidated financial statements, please see Item 18 “Financial Statements.”
Pursuant to Instruction 2(b)(i) as to Exhibits in Form 20-F, various instruments defining the rights of long-term debt of Ahold are not being
filed herewith because the total of securities authorized under each such instrument does not exceed 10% of the total assets of Ahold. Ahold
hereby agrees to furnish a copy of any such instrument to the SEC upon request.
                                                                                                                                     EXHIBIT 1.1
                                                  UNOFFICIAL ENGLISH TRANSLATION
                                                      ARTICLES OF ASSOCIATION OF:
                                                             Koninklijke Ahold N.V.
                                                          with corporate seat in Zaandam
Name; office.
Article 1.
1.1. The name of the company is: ‘Koninklijke Ahold N.V.’.
1.2. The company’s registered office is in Zaandam (Municipality of Zaanstad), but it may also have offices elsewhere.
Objects.
Article 2.
The objects of the company are to promote or join others in promoting companies and enterprises, to participate in companies and enterprises,
to finance - including the giving of guarantees and acting as surety for the benefit of third parties as security for liabilities of companies and
enterprises with which the company is joined in a group or in which the company owns an interest or with which the company collaborates in
any other way -, to conduct the management of and to operate companies engaged in the wholesale and retail trade in consumer and utility
products and companies that produce such products, to operate restaurants and companies engaged in rendering public services, including all
acts and things which relate or may be conducive thereto in the broadest sense, as well as to promote, to participate in, to conduct the
management of and, as the case may be, to operate businesses of any other kind.
Duration.
Article 3.
The company has been formed for an indefinite period of time.
Capital.
Article 4.
4.1. The authorised capital of the company amounts to one billion two hundred fifty million euro (EUR 1,250,000,000), consisting of:
     a.    one million two hundred fifty thousand (1,250,000) shares of cumulative preferred stock of five hundred euro (EUR 500) each;
     b.      five hundred million (500,000,000) shares of cumulative preferred financing stock, which are convertible into common shares, of
             twenty-five euro cents (EUR 0.25) each, subdivided into:
           •      one (1) series numbered FP1 of twenty-four million (24,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP2 of thirty million (30,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP3 of three million (3,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP4 of four million five hundred thousand (4,500,000) shares of cumulative preferred financing stock
    each;
•   one (1) series numbered FP5(A) of six million (6,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP5(B) of seven million five hundred thousand (7,500,000) shares of cumulative preferred financing
    stock each;
•   one (1) series numbered FP6 of nine million (9,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP7 of twenty-four million nine hundred thousand (24,900,000) shares of cumulative preferred
    financing stock each;
•   one (1) series numbered FP8 of three million one hundred eighty thousand (3,180,000) shares of cumulative preferred financing
    stock each;
•   one (1) series numbered FP9 of one million nine hundred fifty thousand (1,950,000) shares of cumulative preferred financing
    stock each;
•   one (1) series numbered FP10 of nine hundred sixty thousand (960,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP11 of four million fifty thousand (4,050,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP12 of nine hundred sixty thousand (960,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP13 of six million (6,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP14 of four million nine hundred eighty-thousand (4,980,000) shares of cumulative preferred
    financing stock each;
•   one (1) series numbered FP15(A) of one million (1,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP15(B) of three million (3,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP16 of six million (6,000,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP17 of six hundred thirty-six thousand (636,000) shares of cumulative preferred financing stock each;
•   one (1) series numbered FP18 of one hundred ninety-two thousand (192,000) shares of cumulative preferred financing stock
    each;
•   one (1) series numbered FP19 of two million (2,000,000) shares of cumulative preferred financing stock each;
                                                           2
•   one (1) series numbered FP20 of one hundred ninety-two thousand (192,000) shares of cumulative preferred financing stock
    each;
•   one (1) series numbered FP21 of fifteen million eight hundred sixty-eight thousand forty-one (15,868,041) shares of cumulative
    preferred financing stock each;
•   one (1) series numbered FP22 of fifteen million eight hundred sixty-eight thousand forty-one (15,868,041) shares of cumulative
    preferred financing stock each;
•   one (1) series numbered FP23 of six million seven hundred eight thousand six hundred seventy-one (6,708,671) shares of
    cumulative preferred financing stock each;
•   one (1) series numbered FP24 of four million two hundred twenty thousand one hundred four (4,220,104) shares of cumulative
    preferred financing stock each;
•   one (1) series numbered FP25 of three million two hundred sixty-eight thousand sixty-nine (3,268,069) shares of cumulative
    preferred financing stock each;
•   one (1) series numbered FP26 of eight hundred twenty-eight thousand four hundred sixty-two (828,462) shares of cumulative
    preferred financing stock each;
•   one (1) series numbered FP27 of sixty-four thousand eight hundred seventy-one (64,871) shares of cumulative preferred
    financing stock each;
•   one (1) series numbered FP28 of seventy-nine thousand two hundred twenty-five (79,225) shares of cumulative preferred
    financing stock each;
•   one (1) series numbered FP29 of sixty thousand seven hundred sixty-three (60,763) shares of cumulative preferred financing
    stock each;
•   one (1) series numbered FP30 of five hundred thirteen thousand eight hundred sixty-five (513,865) shares of cumulative
    preferred financing stock each;
•   one (1) series numbered FP31(A) of seven million nine hundred thirty-four thousand and twenty (7,934,020) shares of
    cumulative preferred financing stock each;
•   one (1) series numbered FP31(B) of seven million nine hundred thirty-four thousand and twenty-one (7,934,021) shares of
    cumulative preferred financing stock each;
•   one (1) series numbered FP32 of fifty-one million eight hundred sixty-eight thousand forty-one (51,868,041) shares of
    cumulative preferred financing stock each;
•   one (1) series numbered FP33 of one hundred thousand nine hundred seventy (100,970) shares of cumulative preferred
    financing stock each;
•   two hundred forty (240) series numbered FP34 up to and including FP273 of one million (1,000,000) shares of cumulative
    preferred financing stock each; and
                                                          3
          •       one (1) series numbered FP274 of six hundred eighty-two thousand eight hundred thirty-six (682,836) shares of cumulative
                  preferred financing stock each; and
     c.       two billion (2,000,000,000) shares of common stock of twenty-five euro cents (EUR 0.25) each.
4.2. Where these articles of association refer to shares and shareholders respectively, this shall mean the shares of cumulative preferred stock,
     as well as the shares of cumulative preferred financing stock (the latter hereinafter also: financing preferred stock) as well as the shares of
     common stock and the holders of such shares, unless the contrary is expressly stated. Each of the series of financing preferred stock
     constitutes a separate class of shares.
4.3. Shares of cumulative preferred financing stock may be converted into shares of common stock at the request of one or more holders of
     financing preferred stock pursuant to a resolution hereto adopted by the executive board, including the terms and conditions of such
     conversion. The terms and conditions to be determined by the executive board require the approval of the general meeting and of the
     meeting of holders of financing preferred stock. The foregoing also applies in respect of an amendment of the terms and conditions of the
     conversion.
4.4. Whenever a share of a separate class of shares is converted into a common share with due observance of the provisions of these articles of
     association, the number of shares of the authorised share capital in the form of such class to be converted shall be decreased with such
     number of converted shares, simultaneously with an increase of the number of common shares in which such shares are converted.
4.5. An amendment to the number of shares of a particular class in which the authorised share capital is divided, shall be filed with the trade
     register within eight days after such amendment.
Issue of shares.
Article 5.
5.1. Shares shall be issued pursuant to a resolution adopted by the general meeting on a proposal of the executive board, or pursuant to a
      resolution of the executive board if by resolution of the general meeting the executive board has been authorised for a specific period not
      exceeding five years to issue shares, all this subject to the requirement of approval by the supervisory board. The resolution granting the
      aforesaid authorisation must determine how many shares of which particular class may be issued. The authorisation may from time to
      time be extended for a period not exceeding five years. Unless otherwise stipulated at its grant the authorisation cannot be withdrawn.
5.2. The general meeting, or the executive board, if authorised for that purpose, shall determine the price and the further conditions of issue in
      its resolution to issue shares. Save for the provisions of section 80 of Book 2 of the Netherlands Civil Code, the price of issue may not be
      less than par value.
5.3. Shares of common stock and shares of financing preferred stock may be issued only against payment in full of the amount at which such
      shares are issued and with due
                                                                         4
     observance of the provisions of sections 80a and 80b of Book 2 of the Netherlands Civil Code.
     At the issue of shares of cumulative preferred stock it may be stipulated that a part, not exceeding three fourths, of the par value amount
     may remain unpaid until such time as the company shall make a call in respect of the moneys unpaid on said shares.
5.4. Furthermore, the resolution of the general meeting to issue shares or to authorise the executive board shall be legally valid only if it has
     been previously or simultaneously approved by each group of holders of shares of the class concerned whose rights are affected by the
     issue.
5.5. The preceding paragraphs of this article shall apply mutatis mutandis to the granting of rights to subscribe for shares, but not to the issue
     of shares to a person who exercises a previously acquired right to take shares.
5.6. Without requiring prior approval of the general meeting but always subject to the approval of the supervisory board the executive board
     shall have the power to perform transactions as referred to in section 94 of Book 2 of the Netherlands Civil Code.
5.7. If prior to the issue of shares it has been announced which amount is to be issued and the subscriptions received total a smaller amount,
     such smaller amount shall be issued only if the terms and conditions of issue contain an express provision to that effect.
5.8. Neither the company nor any of its subsidiaries may grant loans, provide collateral, give any price guarantee, otherwise guarantee or bind
     itself severally or with or for third parties for the purpose of enabling third parties to take or acquire shares in the company’s capital or
     depositary receipts issued therefor, unless the shares are to be acquired by or for the account of persons employed by the company or by a
     group company and such shares are quoted on the official list of a stock exchange.
5.9. If the executive board has been designated as the body authorised to issue shares, then upon the issuance of shares of cumulative
     preferred stock, including the granting of rights to subscribe for shares but not including the issue of shares by virtue of the exercise of
     such rights:
     a.     the executive board must within four weeks after such issue call a general meeting at which the reason for the issue shall be
            clarified, unless such clarification has already been given at a previous general meeting;
     b.    the prior approval of the general meeting for that specific issue shall be required if (i) in consequence of that issue and/or (ii) in
           consequence of earlier issue of shares of cumulative preferred stock by the executive board without said approval or other form of
           cooperation of the general meeting so many shares of cumulative preferred stock can be subscribed for and/or have been issued that
           the aggregate par value amount of shares of cumulative preferred stock issued by the executive board without said approval or other
           form of cooperation of the general meeting exceeds one hundred per cent of the aggregate par value amount of the other shares
           outstanding prior to that issue.
5.10. If shares of cumulative preferred stock have been issued pursuant to a resolution to issue such shares or a resolution to grant rights to
      subscribe for shares adopted by the executive board without the prior approval or other form of cooperation of the general
                                                                         5
      meeting, the executive board must within two years after such issue call a general meeting and make to that general meeting a proposal
      regarding purchase by the company or cancellation of the shares of cumulative preferred stock so issued. If the general meeting does not
      adopt a resolution for purchase by the company or cancellation of the shares of cumulative preferred stock, the executive board must
      within two years after that proposal was made to the general meeting, and likewise every two years thereafter, again call a general
      meeting at which said proposal is made anew, which duty shall cease if and when the shares concerned are no longer outstanding or are
      no longer held by anyone other than the company.
5.11. If shares of cumulative preferred financing stock will be issued, the company shall, if necessary, arrange for such provisions or
      arrangements to the effect that the voting rights on the shares of cumulative preferred financing stock are based on the fair value of the
      capital contribution on such stock in relation to the price of common stock on Euronext Amsterdam N.V.
Pre-emptive right at issuance of shares.
Article 6.
6.1. Upon issuance of shares remaining unissued for the time being, as referred to in article 5, the shareholders shall have a pre-emptive right
     to purchase shares of such new issue in proportion to the aggregate amount of their existing holdings of common stock, it being
     understood, however, that this pre-emptive right shall not apply in respect of:
     a.    any issue of shares to employees of the company or employees of a group company;
     b.    shares which are issued against payment in kind;
     c.    shares of cumulative preferred stock;
     d.    shares of financing preferred stock;
     e.    holders of cumulative preferred stock at the issue of common stock;
     f.    holders of financing preferred stock at the issue of common stock.
6.2. The pre-emptive right may be restricted or excluded by resolution of the general meeting.
     In the proposal for such resolution the reasons for the proposal and the choice of the intended price of issue must be explained in writing.
     If the executive board has been designated as the body authorised to issue shares, the general meeting may by resolution also designate
     the executive board for a period not exceeding five years as the body authorised to restrict or exclude the pre-emptive right. This
     authorisation may from time to time be extended for a period not exceeding five years. Unless otherwise stipulated at its grant the
     authorisation cannot be withdrawn.
6.3. The adoption of resolutions of the general meeting as referred to in paragraph 2 of this article shall require a majority of at least two thirds
     of the votes cast, if at the meeting less than one half of the issued and outstanding capital is represented.
6.4. For the purposes of this article the granting of rights to subscribe for shares shall be considered the equivalent of the issue of shares, and
     the provisions of this article shall not apply in respect of shares issued to a person who exercises a previously acquired right to take
     shares.
                                                                         6
Purchase by the company of its own shares.
Article 7.
7.1. Shares in its own capital fully paid-in by the company may be acquired by the company only for no value or if:
     a.    its shareholders’ equity less the acquisition price is not less than the sum of the paid-in and called-up part of its capital and the
           reserves which must be maintained by law; and
     b.    the par value amount of the shares in its capital which are acquired or held by or pledged to the company or which are held by a
           subsidiary of the company does not amount to more than one-tenth of the issued capital.
7.2. Any acquisition of shares as referred to above shall take place by resolution of the executive board adopted by virtue of an authorisation
     obtained for that purpose from the general meeting in accordance with the statutory regulations, entirely without prejudice to the
     requirement of approval by the supervisory board.
7.3. The factor determining whether the requirement in paragraph 1 under a. has been met shall be the amount of the shareholders’ equity
     according to the last adopted balance sheet, reduced by the acquisition price of shares in the capital of the company and distributions from
     profits or reserves which have become due to others by the company and its subsidiaries after the balance sheet date.
7.4. Notwithstanding the provisions of paragraph 2, the authorisation of the general meeting shall not be required if the company acquires
     fully paid-in shares in its own capital for the purpose of transferring such shares, by virtue of an applicable employee stock purchase plan,
     to persons employed by the company or by a group company, as long as such shares are quoted on the official list of any stock exchange.
Cancellation of shares; reduction of capital.
Article 8.
8.1. On a proposal of the executive board, made with the approval of the supervisory board, the general meeting may resolve to reduce the
     issued and outstanding capital by cancelling:
     a.    shares in its own capital which the company itself holds or the depositary receipts issued for which are held by the company;
     b.    all issued shares of cumulative preferred stock against repayment of the amount paid in on those shares and against a simultaneous
           release from the obligation to pay any further calls on the shares to the extent that the shares had not been fully paid in; or
     c.    all issued shares of one or several series of financing preferred stock against repayment of the amount paid in on those shares,
     always provided that such resolution must be adopted by a majority of at least two thirds of the votes cast, if less than one half of the
     issued and outstanding capital is represented at the meeting, and that the provisions of sections 99 and 100 of Book 2 of the Netherlands
     Civil Code are observed as well and, finally, all this without prejudice to the provisions of article 40, paragraphs 3 and 4.
                                                                        7
8.2. The preceding paragraph shall apply mutatis mutandis to a resolution to reduce the issued and outstanding capital by reducing the par
     value amount of the shares. If a reduction of the issued and outstanding capital entails repayment in part, the resolution for that purpose
     may provide that such repayment shall be made in cash or in the form of rights as against the company or participations in any division of
     the company.
8.3. If a proposal to reduce the capital is to be made to the general meeting, the purpose of the reduction and the manner in which it is to be
     implemented shall be stated in the notice calling the meeting; section 123, subsections 2, 3 and 4, of Book 2 of the Netherlands Civil
     Code shall apply mutatis mutandis.
Shares; share registers.
Article 9.
9.1. The shares of cumulative preferred stock and the shares of financing preferred stock shall be registered shares. No share certificates shall
     be issued for shares of cumulative preferred stock and shares of financing preferred stock.
9.2. The shares of common stock shall be either bearer shares or registered shares at the option of the shareholder.
9.3. All bearer shares of common stock shall be embodied in one share certificate.
     No share certificates shall be issued for registered shares of common stock.
9.4. The company will grant a right with respect to a bearer share of common stock to a person entitled thereto in the following manner (a) the
     company will enable the central institute as referred to in the ‘Wet giraal effectenverkeer’ (‘Act on Giro Transfer of Securities’) (the
     ‘Central Institute’) to (cause to) add a share of common stock to the share certificate; and (b) the person entitled thereto will designate an
     affiliated institution as referred to in the Act on Giro Transfer of Securities (hereinafter: the ‘affiliated institution’), which will credit that
     person accordingly as a joint owner (hereinafter: ‘joint owner’) of the collective depository as referred to in the Act on Giro Transfer of
     Securities. The joint owners will hereinafter also be referred to as holders of bearer shares and, to the extent necessary, they will also be
     recognised as such by the company.
9.5. Without prejudice to the provision of article 29, paragraph 1 of these articles of association, the administration of the share certificate will
     be irrevocably assigned to the Central Institute, and the Central Institute will be irrevocably authorised to do anything necessary for that
     purpose on behalf of the person(s) entitled thereto with respect to the shares, including the acceptance and transfer and – on behalf of the
     company – the co-operation in adding the share to and deleting the share from the share certificate.
9.6. In the event that a joint owner of the affiliated institution wishes to have one or more bearer shares of common stock delivered to him and
     as far as delivery not has been made impracticable, up to the maximum amount in respect of which he is a joint owner, these bearer shares
     of common stock held by the joint owner, at the time this wish is announced, will be converted into the same number of registered shares
     of common stock, and (a) the Central Institute will enable the company to (cause to) delete these shares of common stock from the share
     certificate, (b) the relevant affiliated institution
                                                                           8
      will debit the person entitled thereto as a joint owner of its collective depositary, (c) the Central Institute will allocate these shares of
      common stock to the person entitled thereto with due observance of the formalities for transfer, (d) the company will acknowledge this
      transfer, and (e) the executive board of the company will (cause to) enter this person as a holder of registered shares in the shareholders’
      register. The company may not charge the shareholder that causes to convert his shares into registered shares or into bearer shares
      pursuant to the provisions of this paragraph or of paragraph 9 of this article, more than costs.
9.7. The company may pursuant to a resolution of the executive board approved by the supervisory board preclude delivery of bearer shares of
     common stock within the meaning of section 26 Act on Giro Transfer of Securities. The resolution to that effect may not be invoked
     against a participant until six months after publication of the resolution in at least one national newspaper. The company may revoke the
     resolution by way of a resolution of the executive board approved by the supervisory board. In such a case, delivery may take place from
     the day following that of the announcement of that resolution in at least one national newspaper.
9.8. Bearer shares of common stock may be exchanged for registered shares or vice versa at all times; the shareholder’s request for such
      exchange must be made to the executive board in writing.
9.9. A shareholder may at all times cause to convert one or more of his registered shares of common stock into bearer shares as follows (a) the
      person entitled thereto will transfer these shares to the Central Institute by a deed of transfer, (b) the company will acknowledge such
      transfer, (c) the Central Institute will enable the company to (cause to) add these shares to the share certificate, (d) an affiliated institution
      designated by the person will credit the person so entitled as a joint owner of its collective depositary and (e) the executive board of the
      company will delete such person from the shareholders’ register as a holder of the registered shares thus converted. A conversion of a
      registered share that is pledged or for which share a right of usufruct exists, requires the prior written approval of the pledgee or
      usufructuary.
9.10. With respect to the registered shares a separate register for each class of shares shall be kept at the office of the company, in which
      registers shall be recorded the names and addresses of the shareholders, the number of shares held by each of them, the class and the
      numbers of their shares, the amount paid in on each share and in respect of each share of financing preferred stock the premium paid on
      that share.
9.11. In the registers shall also be recorded the names and addresses of persons who possess usufruct or a pledge in respect of registered shares,
      together with notes specifying whether the right to vote such shares and the rights referred to in article 10, paragraph 3, and article 11,
      paragraph 3, vest in them.
9.12. Every holder of one or several registered shares, as well as every person who possesses usufruct or a pledge in respect of one or several
      registered shares, shall be required to ensure that his address is known to the company.
9.13. All notices required or permitted to be given by the company to holders of registered shares shall be sent to their addresses as recorded in
      the share registers.
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9.14. All entries and notes to be made in the share registers shall be signed by one member of the executive board and one member of the
      supervisory board.
9.15. Upon request and without charge any shareholder, usufructuary and pledgee shall be provided with an extract from the register in respect
      of his right to any share. If a share is encumbered with usufruct or a pledge, the extract shall specify in whom the right to vote that share
      and the rights referred to in article 10, paragraph 3, and article 11, paragraph 3, are vested.
9.16. The registers shall be available at the office of the company for inspection by the shareholders, as well as for inspection by usufructuaries
      and pledgees in so far as the voting right attached to the shares vests in them.
9.17. The preceding paragraph shall not apply in respect of that part of any register which is kept outside the Netherlands in compliance with
      the applicable laws or stock exchange regulations in force in the foreign jurisdiction concerned.
9.18. If shares of cumulative preferred stock have been issued and are not fully paid-in, every release from liability granted in respect of calls
      not yet paid, as well as the date of transfer in the case of transfers of such shares, shall also be recorded in the relevant register.
      The information in the register in respect of not fully paid-in shares shall be available for public inspection; a copy of or an extract from
      such information shall be supplied at no more than cost.
Usufruct of shares.
Article 10.
10.1. Shares in the capital of the company may be encumbered with usufruct.
10.2. If a share is encumbered with usufruct, the voting right attached to that share shall vest in the shareholder, unless at the creation of the
      usufruct that right has been granted to the usufructuary.
10.3. Holders of shares the voting right of which vests in a usufructuary, and persons who possess usufruct of shares and the voting right
      attached to those shares shall have the rights which the law has granted to the holders of depositary receipts of shares in the capital of a
      company issued with the cooperation of that company.
      Persons who possess usufruct of shares but not the voting right attached thereto shall not have the aforesaid statutory rights.
10.4. If a share is encumbered with usufruct, any rights arising from that share to take further shares shall remain vested in the shareholder,
      provided that he shall compensate the usufructuary for the value of such rights in so far as the usufructuary is entitled thereto by virtue of
      his usufruct.
Pledge of shares.
Article 11.
11.1. Shares in the capital of the company may be pledged as security for a debt.
11.2. If a share of common stock is encumbered with a pledge the voting right attached to that share shall vest in the shareholder, unless at the
      creation of the pledge the voting right has been granted to the pledgee.
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      If a share of cumulative preferred stock or a share of financing preferred stock is encumbered with a pledge the voting right cannot be
      granted to the pledgee; the voting right attached to that share shall vest exclusively in the shareholder.
11.3. Holders of shares the voting rights of which vest in a pledgee, and persons who possess a pledge on shares and the voting rights attached
      to those shares shall have the rights which the law has granted to the holders of depositary receipts of shares in the capital of a company
      issued with the cooperation of that company.
      Persons who possess a pledge of shares but not the voting rights attached thereto shall not have the aforesaid statutory rights.
Depositary receipts; holders of receipts.
Article 12.
12.1. By virtue of a resolution of the executive board approved by the supervisory board, the company may cooperate in the issue of depositary
      receipts of shares in its capital, provided that a scheme is applicable as a result of which holders of depositary receipts of shares may be
      granted a proxy, or may be granted the possibility to provide voting instructions, for such number of shares that corresponds with the
      number of depositary receipts of shares held by a holder of depositary receipts of shares, such number to be reduced with due observance
      of any limitations in voting rights applicable to the holder of the shares.
12.2. Where these articles of association further refer to the ‘holders of receipts’ this shall mean:
      • holders of depositary receipts issued for shares in the capital of the company with the cooperation of the company; and
      •   persons who in accordance with the provisions of article 10, paragraph 3, and article 11, paragraph 3, enjoy the rights which the law
          has granted to holders of depositary receipts of shares in the capital of a company issued with the cooperation of that company.
Approval required for transfer of shares of cumulative preferred stock and of shares of financing preferred stock.
Article 13.
13.1. Each and every transfer of shares of cumulative preferred stock and of shares of financing preferred stock, where the shares of financing
      preferred stock are concerned, other than a transfer by or to a legal person as referred to in article 13b, paragraph 5 under b., shall require
      the approval of the executive board. The request for approval shall be made in writing and must specify the name and the address of the
      proposed transferee and the price or other consideration which the proposed transferee is willing to pay or give.
13.2. If its approval is withheld the executive board must at the same time designate one or several intending buyers who are willing and able
      to buy against payment in cash all the shares to which the request for approval relates at a price to be determined in mutual agreement by
      the transferor and the executive board within two months after the intending buyers have been designated.
                                                                         11
13.3. If within three months of receipt by the company of the request for approval of the intended transfer the transferor has not received from
      the company a written notice rejecting the request which notice was combined with the designation of one or several intending buyers to
      whom the shares may be transferred in accordance with the provisions of this article, then upon the expiry of said period or after receipt
      of the notice of rejection, as the case may be, the approval of the transfer shall be deemed to have been granted.
13.4. If the transferor and the executive board have not reached agreement on the price as referred to in paragraph 2 of this article within two
      months after the date of the written notice of rejection which was combined with the designation of one or several intending buyers to
      whom the shares concerned may be transferred in accordance with the provisions of this article, then that price shall be determined by an
      expert to be appointed by the transferor and the executive board in mutual agreement or, failing such agreement within three months after
      the notice of rejection, by the chairman of the Chamber of Commerce and Industry of Amsterdam and Meerlanden acting at the request of
      either of the parties. If the matter concerns shares of financing preferred stock the expert shall determine the price taking therefor as his
      guideline the value which pursuant to article 39, paragraph 4, article 40 and article 44 may be attributed to the shares of financing
      preferred stock concerned.
13.5. The transferor may decide against transferring his shares, provided he shall notify the executive board of that decision within one month
      after he has been informed of the name(s) of the designated intending buyer(s) and of the price determined in the manner as aforesaid.
13.6. If approval of the transfer has been granted or is deemed to have been granted, then during a period of three months thereafter the
      transferor shall be at liberty to transfer all the shares to which his request related to the transferee proposed in his request and at the price
      or for the consideration as referred to in the second sentence of paragraph 1 of this article.
13.7. The expenses incidental to the transfer which are incurred by the company may be charged to the transferee.
13.8. The provisions of this article shall apply mutatis mutandis at the apportionment of shares of financing preferred stock from any
      community of property.
Restrictions to transferability of shares of financing preferred stock.
Article 13b.
13b.1. Shares of financing preferred stock may be transferred only to natural persons.
13b.2. Without prejudice to paragraph 1 of this article, the transfer of shares of financing preferred stock shall not be permitted if and to such
       extent as the transferee individually, or, by virtue of a private arrangement of collaboration, jointly with one or several other natural
       and/or legal persons, is directly or – otherwise than as holder of depositary receipts issued for shares of financing preferred stock with
       the cooperation of the company – indirectly:
     A. the holder of a par value amount of financing preferred stock of one or more series constituting one percent or more of the total
            capital of the company issued
                                                                          12
           and outstanding in the form of shares of financing preferred stock of any series; or
     B.    if as a result of such transfer the transferee would acquire shares of financing preferred stock constituting more than one percent of
           the total capital of the company issued and outstanding in the form of shares of financing preferred stock of any series.
           For the purposes of the foregoing provisions the expressions ‘holding shares’ and ‘acquiring shares’ shall also mean possessing
           usufruct and acquiring usufruct, respectively, of shares of financing preferred stock, in so far as in such cases the voting right vests
           in the usufructuary.
13b.3. For the purposes of the provisions of paragraphs 1 and 2 of this article, subscription for shares of financing preferred stock upon issue –
       whether or not in the form of stock dividends and/or bonus shares – including the exercise of a right to subscribe for shares of financing
       preferred stock, shall be the equivalent of a transfer. For the purpose of calculating the amount of the issued and outstanding capital the
       shares to be subscribed for shall be included in the count.
13b.4. Notwithstanding the provision in the first sentence of paragraph 3 it shall be permitted that by subscribing for shares of financing
       preferred stock upon issue a shareholder who already holds shares of financing preferred stock constituting more than one percent of the
       capital issued and outstanding in the form of shares of financing preferred stock shall acquire more shares of financing preferred stock
       than one percent of the total capital issued and outstanding in the form of shares of financing preferred stock after that issue, provided
       however that such acquisition shall not exceed the percentage, mentioned in the following sentence, of the amount by which the capital
       issued and outstanding in the form of shares of financing preferred stock is increased by the issue. The aforesaid percentage shall be
       equal to the percentage of the capital issued and outstanding in the form of shares of financing preferred stock of any series which was
       held by the shareholder immediately prior to the issue.
13b.5. The provisions of paragraphs 1 to and including 4 shall not apply to:
     a.    transfer of shares of financing preferred stock to the company itself or to a subsidiary of the company;
     b.    transfer or issue of shares of financing preferred stock to a trust office if with respect to such trust office the executive board, by
           irrevocable resolution previously approved by the supervisory board, has withdrawn the restriction imposed on the possibility of
           transfer or issue of shares of financing preferred stock, by which resolution conditions may be attached to such withdrawal.
Transfer of shares.
Article 14.
14.1. The transfer of registered shares shall require a deed executed for that purpose as well as, save in the event that the company is itself a
      party to the transaction, written acknowledgement by the company of the transfer. The acknowledgement is to be made either in the
      transfer deed, or by a dated statement endorsed upon the transfer deed or upon a copy of or extract from that deed certified by a notary
      (‘notaris’) or bailiff
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      (‘deurwaarder’), or in the manner as referred to in paragraph 2. Service of notice of the transfer deed or of the aforesaid copy or extract
      upon the company shall be the equivalent of acknowledgement as aforesaid.
14.2. If the transfer concerns shares not fully paid-in the acknowledgement by the company can only be made if the transfer deed bears a full
      date.
14.3. The preceding paragraphs of this article shall apply mutatis mutandis to the transfer of any qualified interest in a registered share, always
      provided that a pledge may also be created without acknowledgement by or service of notice upon the company and that section 239 of
      Book 3 of the Netherlands Civil Code shall apply, in which case acknowledgement by or service of notice upon the company shall
      replace the announcement referred to in subsection 3 of section 239.
Jointly owned shares or depositary receipts.
Article 15.
15.1. If through any cause whatsoever one or more shares or depositary receipts are held in common by two or more persons, such persons may
      jointly exercise the rights arising from those shares or depositary receipts, provided that they be represented for that purpose by one from
      their midst or by a third party authorised by them for that purpose by a written power of attorney.
15.2. Paragraph 1 shall not apply to any property consisting of a securities portfolio placed in the custody of a securities deposit company as
      defined in the ‘Wet giraal effectenverkeer’ (‘Act on Giro Transfer of Securities’). The rights arising from the shares or depositary receipts
      which are part of such community may be exercised by the joint owners, each to exercise said rights pro rata to the number of shares or
      depositary receipts to which he owns an interest in that community.
Executive board; general.
Article 16.
16.1. The management of the company shall be conducted by an executive board under supervision of the supervisory board.
16.2. The executive board shall be composed of at least three members.
16.3. Subject to the provision in the preceding paragraph the number of members of the executive board shall be determined by the supervisory
      board.
16.4. A member of the executive board shall be appointed for a maximum period of four years, provided however that unless such member of
      the executive board has resigned at an earlier date, his term of office shall lapse on the day, of the annual general meeting of shareholders,
      to be held in the fourth year after the year of his appointment. A member may be re-appointed with due observance of the preceding
      sentence. The supervisory board may draw up a retirement schedule for the members of the executive board that are appointed for a
      maximum period.
16.5. A resolution to appoint the members of the executive board shall be adopted by the general meeting. The supervisory board shall make a
      non-binding nomination for the appointment of such person.
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      In the event of a vacancy or under well known circumstances that a vacancy will turn up, the executive board shall invite the supervisory
      board to make a nomination within sixty days.
      The nomination shall be included in the notice of the general meeting at which the appointment shall be considered. Shareholders or
      holders of depositary receipts of shares nominating a person to be appointed member of the executive board must observe the provisions
      of article 28, paragraph 3 of these articles of association in this respect.
      A resolution to appoint a person member of the executive board nominated by the supervisory board shall be adopted by an absolute
      majority of the votes cast. A resolution to appoint a person member of the executive board, not nominated by the supervisory board shall
      be adopted by an absolute majority of the votes cast, if such majority represents at least one third of the issued share capital. If an absolute
      majority of the votes cast is in favour of the resolution to appoint such person member of the executive board, but such majority does not
      represent at least one third of the issued share capital, a new meeting may be convened at which the resolution may be passed by an
      absolute majority of the votes cast, regardless of the proportion of the capital represented at such meeting.
16.6. The general meeting may at any time suspend or dismiss a member of the executive board. The supervisory board may at any time
      suspend a member of the executive board. A resolution to suspend or dismiss a member of the executive board shall be adopted by an
      absolute majority of the votes cast, if such majority represents at least one third of the issued share capital, unless the proposal to suspend
      or dismiss a member of the executive board was made by the supervisory board, in which case the resolution will be adopted by an
      absolute majority of votes, without a quorum being required. If an absolute majority of the votes cast is in favour of the resolution to
      suspend or dismiss such member of the executive board,–such resolution not being based on a proposal thereto by the supervisory board–,
      but such majority does not represent at least one third of the issued share capital, a new meeting may be convened at which the resolution
      may be passed by an absolute majority of the votes cast, regardless of the proportion of the capital represented at such meeting.
      In the event of intended suspension or dismissal of a member of the executive board the member concerned must be given the opportunity
      to account for his conduct at the general meeting and may be assisted by an adviser when doing so.
16.7. The allocation of duties within the executive board shall require the approval of the supervisory board.
16.8. The supervisory board may appoint one of the members of the executive board as chairman of the executive board. The chairman so
      appointed shall have the title of ‘president’.
16.9. The executive board shall appoint with the approval of the supervisory board a person to act as secretary of the company. The secretary
      so appointed shall have the title of ‘company secretary’.
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16.10.Within three months after a suspension by either the general meeting or the supervisory board of a member of the executive board has
      taken effect, a general meeting shall be held, in which meeting a resolution must be adopted to either terminate or extend the suspension
      for a maximum period of another three months, commencing on the day on which the general meeting has resolved to extend the
      suspension. A resolution to extend a suspension may only be adopted once. If neither such resolution is adopted nor the general meeting
      has resolved to dismiss the member of the executive board, the suspension shall terminate after the period of suspension has expired.
16.11.The executive board shall draw up a set of regulations, including provisions in respect of, amongst other things, the manner of
      convocation to its meetings, the supplying of information to the supervisory board and in respect of a conflict of interest between the
      company and a member of the executive board.
16.12.Adoption and amendment of the regulations by the executive board is subject to the prior approval of the supervisory board.
Article 17.
17.1. The executive board shall manage the business of the company.
17.2. The executive board and each individual member of the executive board shall have full authority to represent the company and to commit
      the company as against third parties.
17.3. In all cases in which the company shall have a conflict of interest with one or more members of the executive board, the company shall be
      represented by a member of the supervisory board designated for that purpose by the supervisory board.
17.4. For the purposes of decision-making by the executive board each member shall have one vote.
17.5. A member of the executive board shall not take part in a decision-making on a subject or transaction in relation to which he has a conflict
      of interest with the company.
Article 18.
18.1. Without prejudice to any other applicable provisions of these articles of association, the executive board shall require the prior approval
      of the supervisory board, for any action specified from time to time by a resolution to that effect adopted by the supervisory board, of
      which the executive board has been informed in writing. Such resolutions by the supervisory board shall be included in the regulations of
      the executive board as referred to in article 16, paragraph 11 of these articles of association.
18.2. With due observance of the provisions included in article 22, paragraph 5 of these articles of association, the executive board shall submit
      to the supervisory board for approval:
     a.    the operational and financial objectives of the company;
     b.    the strategy designed to achieve the objectives;
      c.    the parameters to be applied in relation to the strategy, for example in respect of the financial ratios.
18.3. Without prejudice to any other applicable provisions of these articles of association, the executive board shall furthermore require the
      approval of the supervisory board and the general meeting for resolutions of the executive board regarding a significant change in the
      identity or nature of the company or the enterprise, including in any event:
      a.    the transfer of the enterprise or practically the entire enterprise to a third party;
                                                                        16
      b.    to conclude or cancel any long-lasting co-operation by the company or a subsidiary (‘dochtermaatschappij’) with any other legal
            person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such co-
            operation or the cancellation thereof is of essential importance to the company;
     c.     to acquire or dispose of a participating interest in the capital of a company with a value of at least one/third of the sum of the assets
            according to the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of the
            company, by the company or a subsidiary (‘dochtermaatschappij’).
18.4 If a serious private bid is made for a business unit or a participating interest and the value of the bid exceeds the threshold referred to in
     the preceding paragraph under c., and such bid is made public, the executive board shall, at its earliest convenience, make public its
     position on the bid and the reasons for this position.
Executive board; absence; managers, deputy managers and other holders of executive powers (‘procuratiehouders’).
Article 19.
19.1. In the event that one or more members of the executive board shall be absent or cease to hold office, the management of the company
      shall be conducted by the remaining members or by the sole remaining member, as the case may be.
19.2. In the event that all members shall be absent or cease to hold office, the supervisory board shall be temporarily in charge of the
      management and shall be authorised to temporarily entrust the management to others.
19.3. The supervisory board shall as soon as possible make provisions to fill any vacancy.
19.4. The executive board may appoint persons holding general or restricted powers of attorney (‘procuratiehouders’). The executive board
      may grant to one or more of such persons the title of ‘manager’ (‘directeur’) or ‘deputy manager’ (‘adjunct-directeur’).
19.5. The powers of attorney granted to persons as aforesaid and the title, if any, to be used by them shall be specified at their appointment.
Executive board; remuneration.
Article 20.
20.1. The company has a policy in the area of remuneration of the executive board. The policy will be adopted by the general meeting upon a
      proposal of the supervisory board.
20.2. The remuneration of members of the executive board will, with due observance of the policy as referred to in the preceding paragraph, be
      determined by the supervisory board. The supervisory board will submit for approval by the general meeting a proposal regarding the
      arrangements for the remuneration of members of the executive board in the form of shares or rights to acquire shares. This proposal
      includes at least how many shares or rights to acquire shares may be awarded to the executive board and which criteria apply to an award
      or a modification.
20.3. The company shall not grant its members of the executive board any personal loans, guarantees or the like.
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Supervisory board.
Article 21.
21.1. The supervisory board shall determine the number of its members. Only natural persons shall qualify as members of the supervisory
      board.
21.2. The supervisory board shall prepare a profile of its size and composition, taking account of the nature of the business, its activities and the
      desired expertise and background of the supervisory board members. The supervisory board shall discuss the profile and each amendment
      in respect of such profile with the general meeting.
21.3. A member of the supervisory board shall be appointed for a maximum period of four years, provided however that unless such member of
      the supervisory board has resigned at an earlier date, his term of office shall lapse on the day, of the annual general meeting of
      shareholders, to be held in the fourth year after the year of his appointment. A member may be re-appointed with due observance of the
      preceding sentence. A person may serve on the supervisory board for a maximum of twelve years. Article 16, paragraph 5 applies equally
      in respect of the appointment of a member of the supervisory board.
21.4. The supervisory board shall draw up a retirement schedule for the members of the supervisory board.
21.5. A member of the supervisory board may be suspended and dismissed by the general meeting. Article 16, paragraph 6, except for the
      second sentence of paragraph 6 applies equally. In the event of a suspension of a member of the supervisory board by the general
      meeting, article 16, paragraph 10 applies equally.
21.6. The information of the person to be appointed as member of the supervisory board, as defined in section 142, subsection 3 of Book 2 of
      the Netherlands Civil Code, shall be provided to the general meeting.
Article 22.
22.1. Save for the other duties entrusted to the supervisory board by the law and under these articles of association, it shall be the duty of the
      supervisory board to supervise the policy of the executive board and the general course of affairs of the company and the enterprise
      connected therewith. The supervisory board shall assist the executive board with advice and in the performance of its duties the
      supervisory board shall be guided by the interests of the company and the enterprise connected therewith.
22.2. The supervisory board shall appoint one of its members to be chairman. The chairman of the supervisory board shall not be a former
      member of the executive board of the company. The supervisory board may also appoint a secretary, who may or may not be a member
      of the supervisory board. The chairman so appointed shall have the title of ‘chairman of the supervisory board’ (‘president-commissaris’).
      The supervisory board shall be assisted by the company secretary.
22.3. The supervisory board shall meet as frequently as one of its members may request, at the place to be designated by the chairman of the
      supervisory board or, failing this, to be designated by the person who calls the meeting. The meetings shall be called upon at least five
      days’ prior notice, not including the day of despatch of the notice and the day of the meeting, and the notice shall state the items on the
      agenda.
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22.4. If the supervisory board so desires, members of the executive board shall be required to attend the meetings of the supervisory board and
      to supply all information the supervisory board may request.
22.5. At least once per year, the executive board shall inform the supervisory board in writing in respect of the principles of the strategic policy,
      the general and financial risks and the management and control system of the company. The executive board shall at that time ask the
      approval of the supervisory board for the issues referred to in article 18, paragraph 2 of these articles of association.
22.6. The resolutions of the supervisory board shall be taken by an absolute majority of votes.
22.7. Valid resolutions can be passed by the supervisory board only if at least one half of its members is present at the meeting.
      Any supervisory board member may be represented at the meeting of the supervisory board by one of the other supervisory board
      members designated for that purpose by means of a written power of attorney valid for one particular meeting.
     For the purposes of these articles of association any supervisory board member so represented shall be deemed to be personally present at
     the meeting.
     Resolutions of the supervisory board may also be passed outside a meeting, provided that all supervisory board members have had the
     opportunity to voice their opinion in respect of the proposal concerned and that at least three-fourths of the supervisory board members
     have declared themselves in favour of the proposal and that no member of the supervisory board has opposed this manner of decision-
     making.
22.8. A member of the supervisory board shall not take part in a decision-making on a subject or transaction in relation to which he has a
      conflict of interest with the company.
22.9. The supervisory board members shall at all times have access to the buildings and lands of the company; they shall have the right to
      inspect the books, records and correspondence of the company, as well as to examine its cash and other assets.
22.10.The division of duties within the supervisory board and the procedure of the supervisory board shall be laid down in a set of regulations,
       including among other things, a paragraph dealing with its relations with the executive board and the general meeting.
22.11.The supervisory board may designate one of its members to be charged in particular with the daily supervision of the conduct of the
       executive board and the business affairs of the company.
22.12.The supervisory board member referred to in the preceding paragraph shall have the title of ‘delegate member’ of the supervisory board
      (‘gedelegeerd commissaris’). A delegate member of the supervisory board is a supervisory board member who has a special duty. The
      delegation may not extend beyond the duties of the supervisory board itself and may not include the management of the company. It may
      entail more intensive supervision and advice and more regular consultation with the executive board. The delegation shall be of a
      temporary nature only. The delegation may not detract from the role and power of the supervisory board. The delegate member of the
      supervisory board remains a member of the supervisory board.
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22.13.The supervisory board may at any time revoke the appointment of a delegate member of the supervisory board as well as the authority
      granted to him pursuant to paragraph 11.
22.14.A member of the supervisory board who temporarily takes on the management of the company, where the executive board members are
      absent or unable to fulfil their duties, shall resign from the supervisory board.
22.15.The supervisory board shall appoint from among its members an audit committee, a remuneration committee and a selection and
      appointment committee.
Supervisory board; remuneration.
Article 23.
23.1. The general meeting may resolve to reward the members of the supervisory board.
23.2. The company shall reimburse the members of the supervisory board for the expenses incurred by them in the discharge of their duties of
      office.
23.3. A member of the supervisory board shall not be granted any shares and/or rights to shares by way of remuneration.
23.4. The company shall not grant its members of the supervisory board any personal loans, guarantees or the like.
General meeting of shareholders; general.
Article 24.
Where these articles of association refer to the general meeting of shareholders this means the meeting of the holders of all classes of shares,
together constituting the body of the company as referred to in section 107 of Book 2 of the Netherlands Civil Code.
In these articles of association the body of the company referred to in the preceding sentence is called: the ‘general meeting’.
Article 25.
The general meetings of shareholders shall be held in the municipalities of Zaanstad, Amsterdam, The Hague, Rotterdam, Utrecht, Amersfoort
or Haarlemmermeer. Further information to shareholders and holders of receipts with regard to the venue of the meeting shall be given in the
notice calling the meeting.
Article 26.
26.1. A general meeting of shareholders shall be held once a year, no later than in the month of June.
26.2. The agenda of the annual meeting shall contain, inter alia, the following items:
      a.   consideration of the annual report, the annual accounts and the particulars to be added thereto pursuant to the statutory regulations;
     b.    adoption of the annual accounts;
     c.    the policy of the company on additions to reserves and on dividends;
     d.    allocation of the profit, in so far as this is at the disposal of the general meeting;
     e.    if applicable, the proposal to pay a dividend;
     f.    discussion of each substantial change in the corporate governance structure of the company;
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      g.    proposals relating to the composition of the executive board and the supervisory board, including the filling of any vacancies in the
            executive board and the supervisory board;
      h.    if applicable, the proposal to (re-)appoint the external auditor (‘registeraccountant’) or another expert appointed thereto in
            accordance with section 393 of Book 2 of the Netherlands Civil Code;
      i.     any proposals of the executive board, the supervisory board, or shareholders or holders of receipts, provided that these have been
             placed on the agenda with due observance of the requirements of the law and these articles of association. Without prejudice of the
             provision of the previous sentence, the provision of article 28 paragraph 3 is applicable in respect of proposals of shareholders and
             holders of receipts.
26.3. If the agenda of a general meeting includes the granting of discharge to the members of the executive board and the supervisory board
      with respect to the performance of their duties in the respective financial year, the item of discharge will be put on the agenda as a
      separate item for the executive board and the supervisory board, respectively.
26.4. The executive board and the supervisory board shall provide the general meeting with all requested information, unless this would be
      contrary to an overriding interest of the company. If the executive board and the supervisory board invoke an overriding interest, they
      must give reasons.
Extraordinary general meeting of shareholders.
Article 27.
27.1. Extraordinary general meetings of shareholders shall be held as frequently as they are called by the executive board or by the supervisory
      board, or whenever one or more shareholders and/or holders of receipts, representing at least one tenth of the issued and outstanding
      capital, so request the supervisory board or the executive board in writing, such request to specify and elucidate the subjects which the
      applicants wish to be discussed.
27.2. If neither the supervisory board nor the executive board take the measures necessary to ensure that the extraordinary general meeting can
      be held within six weeks from the aforesaid request of the shareholders and/or holders of receipts, the applicants themselves may proceed
      to call the extraordinary general meeting in accordance with the rules set for that purpose in these articles of association.
General meeting of shareholders; notice and agenda.
Article 28.
28.1. Notice of the general meeting of shareholders shall be given by the executive board or the supervisory board or the shareholders and/or
      holders of receipts, as referred to in article 27, upon a term of at least fifteen days prior to the day of the meeting, not including that day
      and the day of publication or despatch of the notice, by means of an advertisement to be placed in at least one national daily newspaper
      and in the Official List of Euronext Amsterdam N.V.; furthermore, notice to holders of registered shares and to usufructuaries and
      pledgees of registered shares who are entitled to vote shall also be given by means of letters sent by registered post or by regular post.
                                                                          21
      Avoidance of resolutions of the general meeting cannot be demanded on the grounds of non-receipt or late receipt of the letter of notice if
      that letter was despatched on time.
28.2. The notice shall state the subjects on the agenda or shall inform the shareholders and holders of receipts that they may inspect the agenda
      at the office of the company and that copies thereof are obtainable at such places as are specified in the notice.
28.3. A matter, the consideration of which has been requested in writing by one or more holders of shares or depositary receipts of shares
      representing solely or jointly at least one percent of the issued share capital or, according to the Official List of Euronext Amsterdam
      N.V., representing a value of at least fifty million euro (EUR 50,000,000), will be placed on the notice convening a meeting or will be
      announced in the same manner if the company has received the request not later than on the sixtieth day prior to the day of the meeting
      and provided that it is not detrimental to the vital interests of the company.
28.4. The executive board and the supervisory board shall inform the general meeting by means of a shareholders’ circular or explanatory notes
      to the agenda of all facts and circumstances relevant to the proposals on the agenda.
Article 29.
29.1. To the extent the provisions of paragraphs 2 and 3 are not applicable, shareholders and holders of receipts shall only be entitled to attend
      meetings and take part in the deliberations, and those who have voting rights may only vote at meetings if they have signed the
      attendance list in advance and, moreover, in so far as their rights relate to shares or depositary receipts issue to bearer, they have
      deposited a written statement of an affiliated institution at the office of the company. Said statement shall certify that the number of
      bearer shares listed in such statement belongs to its collective depository, that, to the extent required by law, the person mentioned in the
      statement is a joint owner of its collective depository to the extent of such number of shares and that the person mentioned in the
      statement will continue to be the joint owner of its collective depository to such extent until after the meeting. The announcement shall
      state the day on which the deposit of the statement of the affiliated institution shall be made at the latest; this day may not be earlier than
      on the seventh day prior to the meeting.
29.2. The executive board may determine that the persons who are entitled to attend the meeting are persons who (i) are a shareholder or a
      person who is otherwise entitled to attend the meeting as per a certain date, determined by the executive board, such date hereinafter
      referred to as: the ‘record date’, and (ii) who are as such registered in a register (or one or more parts thereof) designated thereto by the
      executive board, hereinafter referred to as: the ‘register’, in as far as (iii) at the request of the relevant shareholder or holder of receipts,
      the holder of the register has given notice in writing to the company prior to the meeting, that the relevant shareholder or holder of
      receipts has the intention to attend the meeting, regardless who will be shareholder or holder of receipts at the time of the meeting. The
      notice will contain the name and the number of shares the shareholder or holder of receipts will represent in the meeting. The provision
                                                                           22
      above under (iii) about the notice to the company also applies to the proxy holder of a shareholder or holder of receipts, who has written
      proxy.
29.3. The record date referred to in paragraph 2 cannot be determined earlier than on a certain time on the seventh day and not later than on the
      third day, prior to the date of the general meeting. The convocation of the meeting will contain those times, the place of meeting and the
      proceedings for registration.
29.4. In case the executive board exercises its right as determined in paragraph 2, those who have a written proxy shall give their proxy to the
      holder of the register prior to the notification described in paragraph 2. The holder of the register will send the proxies together with the
      notification to the company as described in paragraph 2, sub (iii). The executive board may resolve that the proxies of holders of voting
      rights will be attached to the attendance list.
      In case the executive board does not exercise its right as referred to in paragraph 2, the written proxies relating to shares or depositary
      receipts issued to bearer must be deposited in accordance with paragraph 1. If the written proxies relate to registered shares of common
      stock or registered depositary receipts of shares of common stock, the proxies must be deposited at the office of the company prior to the
      meeting.
     If the proxy relates to certificates of registered shares or registered depositary receipts of shares of common stock or of shares of
     convertible preferred stock, it must be deposited at the office of the company prior to the meeting.
     The letters as referred to in article 28, paragraph 1, shall state the date on which such deposit may take place at the latest. Said date cannot
     be set any earlier than at seven days and not later than at three days before the day of the meeting.
General meeting of shareholders; meeting proceedings and reporting.
Article 30.
30.1. The general meeting of shareholders shall be presided by the chairman of the supervisory board or, if he is absent, by one of the other
      members of the supervisory board designated for that purpose by the supervisory board; if no members of the supervisory board are
      present at the meeting, the meeting shall be presided by one of the members of the executive board designated for that purpose by the
      executive board; in the latter’s absence the meeting shall be presided by a person to be designated by the persons entitled to vote present
      at the meeting.
30.2. The chairman shall determine the order of proceedings at the meeting with due observance of the agenda and he may restrict the allotted
      speaking time or take other measures to ensure orderly progress of the meeting.
30.3. A certificate signed by the chairman and the company secretary confirming that the general meeting of shareholders has adopted a
      particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.
30.4. Minutes of the meeting shall be kept by a person to be designated by the chairman and shall be confirmed and signed by the chairman, the
      person who has kept the minutes, and one shareholder designated by the chairman, unless the business transacted at the meeting shall be
      officially recorded by a notary.
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30.5. Unless the business transacted at the meeting shall be officially recorded by a notary, the minutes of the general meeting shall be made
      available, on request, to shareholders no later than three months after the end of the meeting, after which the shareholders shall have the
      opportunity to react to the minutes in the following three months. The minutes shall then be adopted in the manner as described in the
      preceding paragraph.
Article 31.
31.1. Unless a larger majority of votes or a higher quorum is required by virtue of the law or these articles of association, resolutions in respect
      of all proposals that are stated on the agenda in accordance with the provisions of article 28, paragraph 3, shall be passed by an absolute
      majority of the votes cast, if such majority represents at least one third of the issued share capital. If an absolute majority of the votes cast
      is in favour of the proposal, but such majority does not represent at least one third of the issued share capital, a new meeting may be
      convened at which the resolution may be passed by an absolute majority of the votes cast, regardless of the capital represented at such
      meeting, unless a larger majority of votes or a quorum is required by virtue of the law.
31.2. Unless an other majority of votes or quorum is required by virtue of the law or these articles of association, all other resolutions shall be
      passed by an absolute majority of the votes cast. If the votes on any other proposal than one for the election of persons are equally
      divided, the proposal shall be defeated. Blank votes and invalid votes shall not be counted.
31.3. The chairman determines the method of voting.
31.4. Without prejudice to the provisions of paragraph 1, at an election of persons where more than one person is nominated, the person who
      receives the absolute majority of votes at the first ballot shall be elected.
      If at the first ballot no-one has received the absolute majority of votes, a second vote shall be taken between the two persons who received
      the largest number of votes at the first ballot.
      If at the first ballot more than two persons received the largest number of votes, an interim vote shall be taken first to decide which of
      those persons shall participate in the second ballot.
      If at the first ballot one person has received the largest number of votes and the second largest number of votes is equally divided between
      two or more persons, an interim vote shall be taken first to decide which of the latter persons shall participate in the second ballot.
      If the votes are equally divided at an interim ballot or second ballot, a drawing of lots shall decide.
31.5. Any and all disputes with regard to voting for which neither the law nor the articles of association provide shall be decided by the
      chairman of the meeting.
31.6. The ruling pronounced by the chairman of the meeting in respect of the outcome of any vote taken at a general meeting of shareholders
      shall be decisive. The same shall apply to the contents of any resolution passed, to the extent pronounced by the chairman the correctness
      of that ruling is contested, another vote shall be taken if so desired by the
                                                                          24
           majority or - if the original vote was not taken on a poll or by a secret ballot - by any one person present who is entitled to vote.
           Such new vote shall override the legal consequences of the original vote.
Article 32.
32.1. Each amount of stock of a par value of twenty-five euro cents (EUR 0.25) shall carry the right to cast one vote.
32.2. No votes may be cast at the general meeting in respect of shares which are held by the company or any of its subsidiaries, nor in respect
      of shares the depositary receipts of which are held by the company or by any of its subsidiaries. Usufructuaries and pledgees of shares
      which belong to the company or its subsidiaries shall not, however, be excluded from the right to vote if the usufruct or pledge was
      created before the shares concerned were held by the company or a subsidiary of the company. The company or a subsidiary of the
      company may not cast votes for shares in respect of which the company or the subsidiary possesses a pledge or usufruct.
32.3. For the purpose of determining how many shareholders are voting and are present or represented, or how much of the capital is provided
      or represented, no account shall be taken of shares in respect whereof the law stipulates that no votes can be cast for them.
Article 33.
Shareholders may exercise their voting rights even though the resolution to be voted upon would grant them any right against the company or
release them from any obligation towards the company which they would have by virtue of their relation to the company in any other capacity
than as a shareholder of the company.
Article 34.
34.1. Members of the executive board and members of the supervisory board shall have admission to the general meetings of shareholders;
      they shall have an advisory vote at the general meetings.
34.2. Furthermore, admission shall be given to the persons whose attendance at the meeting is approved by the chairman.
Meetings of holders of shares of a particular class.
Article 35.
35.1. Meetings of holders of shares of a particular class or classes shall be held as frequently and whenever such a meeting is required by virtue
      or any statutory regulation or any regulation in these articles of association.
      Meetings as aforesaid may be called by the executive board, by the supervisory board, and by one or more shareholders and/or holders of
      receipts who jointly represent at least one tenth of the capital issued and outstanding in shares of the class concerned.
35.2. The provisions of articles 25 and 27 to and including 33 of these articles of association shall apply mutatis mutandis, provided that
      paragraph 1 of article 28 and paragraphs 1 and 2 of article 29 shall not apply to meetings of holders of shares of cumulative preferred
      stock and meetings of holders of shares of a series of financing preferred stock; those meetings shall be called by means of letters sent by
      registered post or by regular post.
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External auditor.
Article 36.
36.1. The company shall instruct a certified public accountant (the ‘external auditor’) to examine the annual accounts drawn up by the
      executive board to see whether the annual accounts satisfy the requirements imposed by and pursuant to the law, and further to ascertain
      whether, as far as he is able to judge, the annual report has been drawn up in accordance with the requirements imposed by and pursuant
      to the law and is consistent with the annual accounts, and whether the other particulars required by law have been added to the aforesaid
      documents.
36.2. The body authorised so to instruct the external auditor shall be the general meeting; if the general meeting fails to give instruction to an
      external auditor the supervisory board shall have the power to do so, or, if the supervisory board fails to give the instruction, the executive
      board shall have the power to do so.
36.3. The selection of the external auditor shall not be restricted by any nomination; the instruction may be cancelled at any time by the general
      meeting or by the body who gave the instruction. Furthermore, if the instruction was given by the executive board it may be cancelled by
      the supervisory board.
36.4. If the external auditor so requires, the general meeting shall hear the external auditor with respect to the cancellation of his instruction or
      on the intent of cancellation announced to him.
36.5. The external auditor may be questioned by participants to the general meeting in relation to his statement on the fairness of the annual
      accounts. The external auditor shall therefore be invited to attend the general meeting and be entitled to address this meeting.
36.6. The external auditor shall report his findings to the supervisory board and to the executive board and he shall set out the result of his audit
      in a certificate.
36.7. The external auditor shall in any event attend the meeting of the supervisory board, at which the report of the external auditor with respect
      to the audit of the annual accounts is discussed, and at which the annual accounts are to be approved.
Fiscal year, annual report and annual accounts.
Article 37.
37.1. The fiscal year of the company shall end on the Sunday nearest to the thirty-first of December of the calendar year, and the next fiscal
      year shall begin on the next following Monday.
37.2. Each year the books of the company shall be closed as at the end of the fiscal year. Each year, within five months from the end of the
      company’s fiscal year - save for extension of this term by a period not exceeding six months granted by the general meeting on the
      ground of exceptional circumstances - annual accounts, consisting of a balance sheet and a statement of earnings and expenditure and
      explanatory notes on these documents, shall be drawn up by the executive board.
37.3. The executive board shall explain, in a separate chapter of the annual report, the principles of the corporate governance structure of the
      company. The executive board shall state in the explanatory notes to the annual accounts, in addition to the information to be included
      pursuant to section 383d of Book 2 of the Netherlands Civil
                                                                          26
      Code, the value of any options granted to the executive board and the personnel and shall indicate how this value is determined. The
      executive board shall provide a survey of all existing or potential anti-take over measures in the annual report and shall also indicate in
      what circumstances it is expected that these measures may be used.
37.4. The annual accounts shall be signed by all members of the executive board and by all members of the supervisory board. If any of these
      signatures shall be missing, the reason for such absence shall be stated on the document concerned.
37.5. At the same time as presenting the annual accounts the executive board shall present the annual report as well as the other particulars to
      be added to those documents by virtue of applicable statutory provisions.
37.6. The annual accounts drawn up by the executive board, the annual report and the other particulars to be added thereto by virtue of
      applicable statutory provisions shall be open to the inspection of the shareholders and holders of receipts at the office of the company
      from the date of notice calling the general meeting of shareholders at which the aforesaid documents shall be dealt with; at their request
      the company shall make copies available to the shareholders and holders of receipts free of charge.
37.7. In so far as the documents referred to in the preceding paragraph must be made public, any member of the public may inspect said
      documents and obtain a copy thereof at a charge not exceeding cost; this right shall cease as soon as the documents have been deposited
      at the office of the Trade Register (‘Handelsregister’).
37.8. The proposal to adopt the annual accounts will be put to the general meeting.
37.9. Without prejudice to what is otherwise provided on that subject by law, the annual accounts, the annual report and other particulars to be
      made public by virtue of statutory regulations shall be deposited at the Trade Register within eight days after the annual accounts have
      been adopted.
37.10.The company shall publish its bi-annual and quarterly figures as soon as they are available. This obligation shall not apply as long as said
      figures are supplied only to members of the executive board and the members of the supervisory board.
Article 38.
The granting of discharge, as mentioned in article 26, paragraph 3, of the annual accounts by the general meeting shall constitute a discharge
and release from liability of the members of the executive board for their management and of the members of the supervisory board for their
supervision and verification in so far as said acts of management, supervision and verification are shown by the documents submitted, all this
without prejudice to the provisions of sections 138 and 149 of Book 2 of the Netherlands Civil Code.
Distributions.
Article 39.
39.1. The company may make distributions on shares only to the extent that its shareholders’ equity exceeds the sum of the paid-in and called-
      up part of the capital and the reserves which must be maintained by law.
39.2. Distributions of profit (meaning the net earnings after taxes shown by the adopted annual accounts) shall be made after the determining of
      the annual accounts from
                                                                        27
        which it appears that they are justified, entirely without prejudice to any of the other provisions of these articles of association.
39.3.        a. Out of the profit, if available for distribution, shall be paid first of all on the shares of cumulative preferred stock the percentage, to be
                mentioned below, of the amount called up and paid in on those shares.
                 The percentage referred to above shall be equal to the average percentage of the ‘basis-herfinancieringstransactierente’ (basic
                 refinancing transaction interest rate) of De Europese Centrale Bank (The European Central Bank) - measured by the number of days
                 during which that rate was in force in the fiscal year over which the dividend is paid, increased by two and one tenth (2.1)
                 percentage point and increased by the average interest surcharge rate - likewise measured by the number of days during which that
                 rate was in force - as applied by the credit institution in the Netherlands which, according to its balance sheet total as at the close of
                 the fiscal year immediately preceding the fiscal year over which the dividend is paid, is the largest credit institution in the
                 Netherlands, provided that, if the percentage as referred to in the last sentence -after having been determined in the manner stated
                 above- is less than five seventy-five/hundredth percent (5.75%), the percentage referred to in the last sentence, shall be five seventy-
                 five/hundredth percent.
        b.       If in the fiscal year over which the aforesaid dividend is paid the amount called up and paid in on the shares of cumulative preferred
                 stock has been reduced or, pursuant to a resolution to make a further call on said shares, has been increased, the dividend shall be
                 reduced or, if possible, increased by an amount equal to the aforesaid percentage of the amount of such reduction or increase, as the
                 case may be, calculated from the date of the reduction or, as the case may be, from the date when the further call on the shares was
                 made.
        c.       If and to the extent that the profit is not sufficient to pay in full the dividend referred to under a. of this paragraph, the deficit shall
                 be paid to the debit of the reserves, provided that doing so shall not be in violation of paragraph 1 of this article.
                 If and to the extent that the dividend referred to under a. of this paragraph cannot be paid to the debit of the reserves either, the
                 profits earned in subsequent years shall be applied first towards making to the holders of shares of cumulative preferred stock such
                 payment as will fully clear the deficit, before the provisions of the following paragraphs of this article can be applied. No further
                 dividends on the shares of cumulative preferred stock shall be paid than as stipulated in this article, in article 40 and in article 44;
                 interim dividends paid over any fiscal year in accordance with article 40 shall be deducted from the dividend paid by virtue of this
                 paragraph 3.
        d.       If the profit earned in any fiscal year has been determined and in that fiscal year one or more shares of cumulative preferred stock
                 have been cancelled against repayment, the persons who were the holders of those shares shall have an inalienable right to payment
                 of dividend as described below. The amount of profit,
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                 if available for distribution, to be distributed to the aforesaid persons shall be equal to the amount of the dividend to which by virtue
                 of the provision under a. of this paragraph they would be entitled if on the date of determination of the profit they had still been the
                 holders of the aforesaid shares of cumulative preferred stock, calculated on the basis of the period during which in the fiscal year
                 concerned said persons were holders of said shares, this dividend to be reduced by the amount of any interim dividend paid in
                 accordance with article 40.
        e.       If in the course of any fiscal year shares of cumulative preferred stock have been issued, with respect to that fiscal year the dividend
                 to be paid on the shares concerned shall be reduced pro rata to the day of issue of said shares.
39.4.        a. Subsequently, if possible, on each share of financing preferred stock of a series shall be paid a dividend equal to a percentage referred
                to in the following sentence multiplied by the amount paid in on that share after that amount has been increased by the premium paid
                on that share of financing preferred stock at the beginning of the fiscal year in question. The percentage referred to in the previous
                sentence shall be equal to the arithmetical average of the Euro SWAP rate over the last three days preceding the day when the first
                share of financing preferred stock of the series concerned was issued, increased by any mark-up, not to exceed three hundred (300)
                basis points, depending on the then prevailing market conditions, determined by the executive board and approved by the
                supervisory board, which mark-up may vary with each individual series, entirely without prejudice to the provisions of paragraph 10
                of this article. The dividend to be paid on each share of financing preferred stock of a series will be calculated on the basis of the
                ratio thirty/three hundred and sixty (30/360) (thirty days per month, three hundred and sixty days per year) multiplied by the
                percentage referred to in the previous sentence and calculated by the aforesaid method.
        b.       Euro SWAP rate means the ten (10) year Euro SWAP rate as published on ‘Reuters Telerate’, page ISDAFIX2 (or a replacing page)
                 based on Euribor (European Interbank Offered Rate) mid rate. If the preceding publication no longer takes place, Euro SWAP rate
                 means the latest determined price of ten (10) year Euro SWAP rate as published on ‘Bloomberg ticker’ EUSA10 <INDEX> HP
                 <GO>. If the preceding Euro SWAP is no longer published in the manner as mentioned before, the percentage referred to in sub-
                 paragraph a shall be equal to the arithmetical average of the effective yield on the government loans as referred to in article 48 and
                 to be calculated in accordance with the provisions of article 48.
        c.       As of the day when ten years have passed since the date on which for the first time a share of financing preferred stock of a series
                 was issued, and subsequently every ten years thereafter the dividend percentage of shares of financing preferred stock of the series
                 concerned shall be adjusted to the then effective percentage referred to in the sub-paragraph a, calculated by the aforesaid method,
                 and may be increased by any mark-up not to exceed three hundred (300) basis points, depending on the then prevailing market
                 conditions,
                                                                              29
     determined by the executive board and approved by the supervisory board, which mark-up may vary with each individual series,
     entirely without prejudice to the provisions of paragraph 10 of this article.
     If the dividend percentage has been adjusted in the course of a fiscal year, then for the purposes of calculating the dividend over that
     fiscal year the applicable rate until the date of adjustment shall be the percentage in force prior to that adjustment and the applicable
     rate after the date of adjustment shall be the altered percentage.
d.   If and to the extent that the profit is not sufficient to pay in full the dividend referred to in this paragraph 4, the deficit shall be paid
     to the debit of the reserves, provided that doing so shall not be in violation of paragraph 1 of this article. If and to the extent that the
     dividend referred to under a. cannot be paid to the debit of the reserves either, the profits earned in subsequent years shall be applied
     first towards making to the holders of shares of financing preferred stock such payment as will fully clear the deficit, before the
     provisions of the following paragraphs of this article can be applied. In the implementation of the provisions of this sub-paragraph
     d. the holders of the various series of shares of financing preferred stock shall be treated equally.
     No further dividends on the shares of financing preferred stock shall be paid than as stipulated in this article, in article 40 and in
     article 44; interim dividends paid over any fiscal year in accordance with article 40 shall be deducted from the dividend paid by
     virtue of this paragraph 4.
e.   If in the fiscal year over which the aforesaid dividend is paid the amount paid in on the shares of financing preferred stock of a
     particular series has been reduced, the dividend shall be reduced by an amount equal to the percentage, as referred to hereinbefore,
     of the amount of the reduction calculated from the date of the reduction.
f.   If the profit earned in any fiscal year has been determined and in that fiscal year one or more shares of financing preferred stock
     have been cancelled against repayment, the persons who as shown by the register referred to in article 9 were the holders of those
     shares of financing preferred stock at the time of that cancellation shall have an inalienable right to payment of dividend as
     described below. The amount of profit, if available for distribution, to be distributed to the aforesaid persons shall be equal to the
     amount of the dividend to which by virtue of the provisions of this paragraph each such holder of shares of financing preferred
     stock would be entitled if on the date of determination of the profit he had still been the holder of the aforesaid shares of financing
     preferred stock, calculated on the basis of the period during which in the fiscal year concerned he was holder of said shares, this
     dividend to be reduced by the amount of any interim dividend paid in accordance with article 40.
g.   If in the course of any fiscal year shares of financing preferred stock have been issued, with respect to that fiscal year the dividend
     to be paid on the shares of
                                                                    30
            financing preferred stock concerned shall be reduced pro rata to the day of issue of said shares.
      h.     If in the course of any fiscal year shares of financing preferred stock are converted into shares of common stock, the right to
             dividend that a holder of shares of financing preferred stock has, shall continue to exist on all shares of the relevant series until the
             moment of conversion in the relevant fiscal year. Distribution of the dividend as mentioned in the previous sentence shall take place
             after the adoption of the annual accounts of the fiscal year in which the conversion took place, with due observance of the other
             provisions in these articles of association in respect of distributions.
39.5. Out of the profit remaining after application of paragraphs 3 and 4 such amounts shall be carried to reserve as the supervisory board, in
      consultation with the executive board, may deem necessary and with due observance of the policy of the company on additions to
      reserves and on dividends.
39.6. The profit remaining after application of paragraphs 3, 4 and 5 shall be at the disposal of the general meeting, which may resolve to carry
      it to reserve or to distribute it among the holders of shares of common stock.
39.7. On a proposal of the executive board made with the approval of the supervisory board, the general meeting may resolve to distribute to
      the holders of shares of common stock a dividend in the form of shares of common stock in the capital of the company.
39.8. Subject to the other provisions of this article the general meeting may, on a proposal made by the executive board with the approval of the
      supervisory board, resolve to make distributions to the holders of shares of common stock to the debit of one or several reserves which
      the company is not prohibited from distributing by virtue of the law.
39.9. No dividends shall be paid to the company on shares which the company itself holds in its own capital or the depositary receipts issued
      for which are held by the company, unless such shares or depositary receipts are encumbered with usufruct or a pledge.
39.10.Any change to an addition as referred to in paragraph 4 under a. and c. in relation to an addition previously determined by the executive
      board with the approval of the supervisory board shall require the approval of the meeting of holders of shares of financing preferred
      stock of the series concerned. If the approval is withheld the previously determined addition shall remain in force.
Interim distributions.
Article 40.
40.1. Subject to the prior approval of the supervisory board the executive board may resolve to make interim distributions to the shareholders
      or to holders of shares of a particular class or series if an interim statement of assets and liabilities shows that the requirement of
      paragraph 1 of article 39 has been met and with due observance of the policy of the company on additions to reserves and on dividends.
40.2. The interim statement of assets and liabilities shall relate to the condition of the assets and liabilities on a date no earlier than the first day
      of the third month preceding the month in which the resolution to distribute is published. It shall be prepared on the basis
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      of generally acceptable valuation methods. The amounts to be reserved under the law and the articles of association shall be included in
      the statement of assets and liabilities. It shall be signed by the members of the executive board; if one or more of their signatures are
      missing, this and the reason for such absence shall be stated.
40.3. In the event that shares of cumulative preferred stock are cancelled against repayment, on the day of such repayment a dividend on the
      cancelled shares of cumulative preferred stock shall be paid, calculated in accordance with the provisions of paragraph 3 of article 39 and
      over the period over which until the date of repayment no earlier distribution as referred to in the first sentence of paragraph 3 of article
      39 has been made, all this provided that the requirement of paragraph 1 of article 39 has been met as shown by an interim statement of
      assets and liabilities as referred to in the preceding paragraph of this article.
40.4. In the event that all issued and outstanding shares of one or several series of financing preferred stock are cancelled against repayment, on
      the day of such repayment shall be paid a dividend equal to the premium paid on the share concerned upon its issue increased by a
      distribution to be calculated in accordance with the provisions of paragraph 4 of article 39 and over the period over which until the date of
      repayment no earlier distribution as referred to in the first sentence of paragraph 4 of article 39 has been made, all this provided that the
      requirement of paragraph 1 of article 39 has been met as shown by an interim statement of assets and liabilities as referred to in paragraph
      2 of this article.
Article 41.
41.1. Any proposal for distribution of dividend on shares and any resolution to distribute an interim dividend shall immediately be published by
      the executive board by means of an advertisement to be placed in at least one national daily newspaper and in the Official List of
      Euronext Amsterdam N.V. The advertisement shall specify the date when and the place where the dividend shall be payable or -in the
      case of a proposal for distribution of dividend- is expected to be made payable.
41.2. Dividends shall be payable no later than thirty days after the date when they were declared, unless the body declaring the dividend shall
      determine a different date.
41.3. Dividends which have not been claimed upon the expiry of five years and one month after the date when they became payable shall be
      forfeited to the company and shall be added to the general reserve.
41.4. The executive board may determine that distributions on shares shall be made payable either in euro or in another currency, whichever
      the shareholder may select.
Amendment of the articles of association.
Article 42.
42.1. Any and all provisions of these articles of association may be amended by the general meeting with due observance of the provisions of
      the law and these articles of association.
42.2. A resolution to amend these articles of association shall be adopted by an absolute majority of the votes cast, if such majority represents
      at least one third of the issued share capital, unless the proposal to amend these articles of association was made by
                                                                        32
      the executive board, in which case the resolution will be adopted by an absolute majority of votes, without a quorum being required. If an
      absolute majority of the votes cast is in favour of the resolution to amend these articles of association, - such resolution not being based
      on a proposal thereto by the executive board -, but such majority does not represent at least one third of the issued share capital, a new
      meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of
      the capital represented at such meeting.
42.3. A proposal to amend the articles of association whereby any change would be made in the rights which vest in the holders of shares of a
      particular class in their capacity as such shall require the prior approval of the meeting of holders of shares of that particular class.
42.4. If a proposal to amend the articles of association is to be made to the general meeting, this must always be stated in the notice calling the
      general meeting of shareholders at which that proposal is to be considered, and at the same time a copy of the proposal, containing the
      proposed amendment verbatim, must be deposited at the office of the company and in Amsterdam at the place to be stated in the notice
      and until the dissolution of that meeting must be and remain open to the inspection of every shareholder and every holder of receipts.
      During the aforesaid period they may obtain copies of the proposal free of charge.
Winding up.
Article 43.
43.1. A resolution to wind up the company may be adopted only by the general meeting on a proposal of the executive board made with the
      approval of the supervisory board.
43.2. If a proposal to wind up the company is to be made to the general meeting, this must always be stated in the notice calling the general
      meeting of shareholders at which that proposal is to be considered.
Liquidation.
Article 44.
44.1. If no other liquidator has been appointed by the court, the liquidation of the assets of the company shall be carried out by the executive
      board under the supervision of the supervisory board, unless the supervisory board shall appoint one or several liquidators. The general
      meeting, acting on a proposal of the supervisory board, shall determine the remuneration to be paid to the liquidators jointly and the
      remuneration to be paid to the supervisory board.
44.2. The liquidation shall further be carried out in accordance with the provisions of these articles of association and the applicable statutory
      provisions.
44.3. Pending the liquidation the provisions of these articles of association shall remain in force to the fullest possible extent.
44.4. The surplus assets of the company remaining after satisfaction of its debts shall be divided, in accordance with the provisions of section
      23b of Book 2 of the Netherlands Civil Code, as follows:
      a.   first of all, the holders of the shares of cumulative preferred stock shall be paid, if possible, the par value amount of their shares or,
           if those shares are not fully
                                                                          33
           paid in, the amount paid thereon, that payment to be increased by an amount equal to the percentage, referred to in paragraph 3 of
           article 39, of the amount called up and paid in on the shares of cumulative preferred stock, calculated over each year or part of a
           year in the period beginning on the day following the period over which the last dividend on the shares of cumulative preferred
           stock was paid and ending on the day of the distribution, as referred to in this article, made on shares of cumulative preferred stock;
     b.    subsequently, the holders of shares of financing preferred stock shall be paid, if possible, the par value amount of their shares
           increased by the premium paid on the share concerned upon its issue, that payment to be increased by an amount equal to the
           percentage, referred to under a. in paragraph 4 of article 39, on the amounts mentioned there, calculated over the period beginning
           on the first day of the fiscal year following the fiscal year over which the last dividend on those shares was paid and ending on the
           day of the distribution, as referred to in this article, made on shares of financing preferred stock, always provided that all
           distributions paid over that period on the shares of financing preferred stock shall be deducted from the distribution pursuant to this
           sub-paragraph b.
           If the company’s surplus assets are not sufficient to make the distributions as referred to in this sub-paragraph b., said distributions
           shall be made to the holders of the shares of financing preferred stock pro rata to the amounts that would be paid if the surplus
           assets were sufficient for distribution in full;
     c.    subsequently, the holders of shares of common stock shall be paid, if possible, the par value amount of their shares, such payment to
           be increased by a part of the capital surplus to which holders of shares of common stock are entitled, to be divided in proportion to
           the par value amount of common stock held by each of them;
     d.    the balance then remaining shall be used to pay to the holders of founders’ shares, of which there are one hundred and twenty (120)
           outstanding, ten percent (10%) of said remaining amount after it has been reduced by that part of the general reserve and of the
           other reserves created from the allocation of profits by which said reserves exceed the reserves shown on the balance sheet as at the
           thirty-first of December Nineteen hundred and sixty-one, to be divided among the holders of founders’ shares in proportion to the
           number of founders’ shares held by each of them;
     e.    the balance, if any, remaining after the payments referred to under a., b., c. and d. shall be for the benefit of the holders of shares of
           common stock in proportion to the par value amount of common stock held by each of them.
Transitional provisions.
Article 45.
45.1. At the amendment of the articles of association effective from the tenth day of October two thousand, the executive board has been
      designated as the body authorised for a period of five years to proceed, subject to the approval of the supervisory board, to issue and/or to
      grant rights to subscribe for shares of financing preferred stock of any
                                                                         34
      series to a par value amount which on the date of such issue or on the date of granting of such rights is equivalent to twenty-five percent
      of the capital issued and outstanding in the form of all shares which are not cumulative preferred stock.
45.2. The provisions of paragraphs 9 and 10 of article 5 shall no longer apply if and when the company ceases to be subject to the obligations,
      incorporated in said provisions, which arise from Schedule X of the Securities Rules (‘Fondsenreglement’) of Euronext Amsterdam N.V.,
      entirely without prejudice to the applicable provisions of the law.
Article 46.
46.1. Where in the articles 39, paragraph 4a, 40, paragraph 4 and 44, paragraph 4b is referred to a paid premium, with regard to shares issued
      on a date prior to the twenty-first day of July nineteen hundred and ninety-seven, reference is made to the amount that is the result of the
      following formula:
      A = B - NLG 0.25, in which 3 ‘A’ stands for the relevant amount that should be applied in the provision; and
      ‘B’ stands for the original amount of paid premium.
46.2. Where in the articles 39, paragraph 42, 40, paragraph 4 and 44, paragraph 4b is referred to a paid premium, with regard to shares issued
      on a date prior to the date of the amendment to the articles of association of the tenth day of October two thousand, reference is made to
      the amount that is the result of the following formula:
      A = B – C, in which:
      ‘A’ stands for the relevant amount that should be applied in the provision;
      ‘B’ stands for the original amount to paid premium, adjusted pursuant to articles 46, paragraph 1, if applicable; and
      ‘C’ stands for two and thirty-one hundredth euro cents (EUR 0.0231).
Article 47.
47.1. A certificate of a share of common stock, with a par value of fifty Dutch cents (NLG 0.50) which has been issued prior to the date of the
      amendment of the articles of association of the tenth day of October two thousand is considered to represent one share of common stock
      with a par value of twenty-five euro cents (EUR 0.25).
47.2. The company shall do all things necessary to exchange the bearer shares of common stock, for which share certificates have been issued
      with a dividend sheet, which is not composed of separate dividend coupons and a voucher (‘CF-certificates’), located at an affiliated
      institution or at the Central Institute into bearer shares of common stock which are embodied in coupons and which were issued at the
      time of the amendment of the articles of association of the twenty-sixth day of November two thousand and three.
47.3. Other certificates which are, at the time of the amendment of the articles of association of the twenty-sixth day of November two
      thousand and three, not located at an affiliated institution or the Central Institute, can be exchanged for free by the holder thereof until the
      first day of July two thousand and four into a bearer share of common stock embodied in the share certificate (global) against delivery of
      the share certificate and the separate dividend coupons, if any, at the company or an affiliated institution. As of the first day of July two
      thousand and four the company will charge for such an exchange. A holder of a bearer share of common stock and a person with a right
      of
                                                                         35
     pledge or a right of usufruct on such shares can only exercise all rights vested in an ordinary share vis-à-vis the company after the
     exchange as referred to above, has occurred.
Article 48.
48.1. Contrary to the provision of paragraph 4 of article 39, the following applies for shares of financing preferred stock which were issued at
      the time of the amendment of the articles of association of the twenty-sixth day of November two thousand and three. After application of
      the provision of paragraph 3 of article 39, to persons who as shown by the register referred to in article 9 were the holders of financing
      preferred stock at the time of the amendment of the articles of association of the twenty-sixth day of November two thousand and three, if
      possible, a dividend shall be paid equal to a percentage calculated on the amount paid in on that share after that amount has been
      increased by the premium paid on the first share of financing preferred stock which was issued of that series, by taking the arithmetical
      average of the effective yield on the government loans referred to in paragraph 2 of this article, as assessed by the Central Bureau of
      Statistics and published in the Official List of Euronext Amsterdam N.V., over the last ten stock exchange days preceding the day when
      the first share of financing preferred stock of the series concerned was issued, increased by any mark-up, not to exceed one hundred and
      fifty basis points, depending on the then prevailing market conditions, determined by the executive board and approved by the
      supervisory board, which mark-up may vary with each individual series, entirely without prejudice to the provisions of paragraph 10 of
      article 39.
48.2. The government loans referred to in paragraph 1, mean the government loans in Dutch guilders to the debit of the Kingdom of the
      Netherlands with a (remaining) life of nine to ten years. If the effective yield on those government loans is not assessed by the Central
      Bureau of Statistics or not published in the Official List of Euronext Amsterdam N.V. at the time of calculation of the dividend
      percentage, the government loans referred to in paragraph 1, shall mean the government loans in Dutch guilders to the debit of the
      Kingdom of the Netherlands with a (remaining) life as near as possible to a (remaining) life of nine to ten years, but with a maximum
      (remaining) life of ten years, the effective yield of which at the time of calculation of the dividend percentage is assessed by the Central
      Bureau of Statistics and published as aforesaid.
48.3. As of the day when ten years have passed since the date on which for the first time a share of financing preferred stock of a series was
      issued at the time of the amendment of the articles of association of the twenty-sixth day of November two thousand and three and
      entered into the register referred to in article 9, and subsequently every ten years thereafter the dividend percentage of shares of financing
      preferred stock of the series concerned shall be adjusted in accordance with the provisions of article 39, paragraph 4, subparagraph c,
      notwithstanding the provisions of article 39, paragraph 10.
48.4 Contrary to the provision of paragraph 4, sub-paragraph b. of article 44, in case of liquidation referred to in this article 44, to persons who
      as shown by the register referred to in article 9 were the holders of shares of financing preferred stock issued at
                                                                         36
      the time of the amendment of the articles of association of the twenty-sixth day of November two thousand and three, if possible, the par
      value amount of their shares shall be paid increased by the premium paid on the share concerned upon its issue, that payment to be
      increased by an amount equal to the percentage, referred to under paragraph 1. on the amounts mentioned there, calculated over the
      period beginning on the first day of the fiscal year following the fiscal year over which the last dividend on those shares was paid and
      ending on the day of the distribution, as referred to in article 44, made on shares of financing preferred stock, always provided that all
      distributions paid over that period on the shares of financing preferred stock shall be deducted from the distribution pursuant to this
      paragraph 4.
      If the company’s surplus assets are not sufficient to make the distributions as referred to in this paragraph, said distributions shall be made
      to the holders of the shares of financing preferred stock pro rata to the amounts that would be paid if the surplus assets were sufficient for
      distribution in full.
48.5 As of the day when ten years have passed since the date on which for the first time a share of financing preferred stock of a series was
     issued at the time of the amendment of the articles of association of the twenty-sixth day of November two thousand and three and
     entered into the register referred to in article 9, and subsequently every ten years thereafter, the distribution to the holders of the shares of
     financing preferred stock in case of liquidation as referred to in article 44, shall be made in accordance with the provisions of paragraph 4,
     sub-paragraph b of this article 44.
                                                                         37
                                                                                                                                          Exhibit 4.3

                                                                              Royal Ahold
                                                                              Supervisory Board
                                                                              Albert Heijnweg 1, 1507 EH Zaandam
                                                                              P.O. Box 3050, 1500 HB Zaandam
                                                                              The Netherlands
                                                                              Telefax +31 75 659 83 53
                                                                              Telephone +31 75 659 91 11
                                                                              Direct Dial +31 75 659 56 25
Date
Reference
                                                             Employment agreement
The undersigned:
1.   Royal Ahold N.V., established at ZaandaM, the Netherlands, represented by its Supervisory Board (the “Supervisory Board”), hereinafter
     “AHOLD”;
      and
2.    Mr. Peter N. Wakkie, residing at                , the Netherlands, hereinafter “the Chief Corporate Governance Counsel” (“CCGC”);
Whereas:
The Supervisory Board will put forward a proposal to appoint the CCGC as Chief Corporate Governance Counsel of the Executive Board of
AHOLD (the “Executive Board”) with the job title of Executive Vice President of Royal Ahold at the first General Meeting of Shareholders of
AHOLD following the meeting on September 4, 2003 (the “General Meeting of Shareholders”).
Pending this appointment by the General Meeting of Shareholders, AHOLD wishes to (a) secure that the CCGC will assume certain
responsibilities on an interim basis and (b) set out the terms and conditions of the CCGC’s employment with AHOLD.
Declare and have agreed as follows:
1.   Date of Commencement of Employment and Position
     1.1 The CCGC enters into an employment agreement with AHOLD for an indefinite period of time, effective as per October 15, 2003
          (hereinafter: the “Date of Employment”).
     1.2 Initially, the CCGC shall carry out certain duties and responsibilities – to be agreed between the Supervisory Board and the CCGC
          – on an interim basis. Upon the appointment by the General Meeting of Shareholders, the CCGC will serve, in the position of
          interim Chief General Counsel of the Executive Board (in Dutch: ‘statutair directeur’).
     1.3 The CCGC’s place of employment will be the office of AHOLD in the Netherlands.
     1.4   The CCGC shall fulfil all obligations vested in him by law, and/or as are laid down in the articles of association of AHOLD and/or
           in instructions in a management regulation to be determined (to be applicable to the CCGC), if any, within the Executive Board
           after the appointment of the CCGC’s in such Executive Board. The CCGC will carry, as a member of the Executive Board, full and
           joint responsibility for all activities of AHOLD. The operative mode of the Executive Board is one of consensus under the
           chairmanship of the President. Nevertheless, every member of the Board is entrusted with specific responsibilities.
                                                                     -2-
     1.5       The CCGC is obliged to do or to refrain from doing all that CCGCs in similar positions should do or should refrain from doing. The
               CCGC shall fully devote himself, his time and his energy to promoting the interest of AHOLD.
     1.6       The CCGC may fulfil non-executive board positions (not being chairman positions) and/or other outside functions, only with the
               prior consent of the Supervisory Board of AHOLD, which consent AHOLD shall not unreasonably withhold.
2.   Notice of Termination
     2.1 The CCGC’s employment agreement shall terminate in connection with the CCGC reaching his pensionable age:
         •     upon the CCGC’s request after reaching the age of 60 in which case no notice period will have to be observed.
           •       by decision of AHOLD after the CCGC reaching the age of 60 in which case no notice period will have to be observed.
           •       in any event, without notice being required, on the first day of the month following the date on which the CCGC reaches the
                   age of 62.
     2.2       This agreement may be terminated with due observance of a notice period of 3 months for AHOLD and 3 months for the CCGC.
3.   Salary
     3.1 The CCGC’s base salary shall amount to gross Euro 500,000 per year (inclusive holiday allowance). The possibility exists that the
          CCGC may be appointed a
                                                                         -3-
          director of AHOLD USA or another affiliate of AHOLD and the CCGC’s total remuneration may be apportioned between AHOLD
          and the AHOLD affiliate(s) accordingly. The allocation of the CCGC’s salary between the Netherlands and the United States will
          be justified based on facts and circumstances of the CCGC’s employment and be in line with AHOLD’s policy regarding the
          allocation of base salary for members of the Executive Board based in the Netherlands. This will be further defined.
          The Dutch part of the base salary shall be paid in 13 equal installments at the end of each 4-week period.
4.   Bonus and Stock Options
     4.1 AHOLD shall pay the CCGC a bonus based on targets set, by mutual agreement, between the CCGC and the Supervisory Board
         and acceptable within the general remuneration policy (to be) approved by the general meeting of shareholders and will be payable
         in a single payment. The target bonus amounts to one time the annual base salary, as that will be determined from year to year.
     4.2 The CCGC may participate in the AHOLD Stock Option Plan, for the first time in 2004. The number of stock options will be
         determined by ESOS on the recommendation of AHOLD’s Supervisory Board. Currently, the Supervisory Board is recommending
         that members of the Executive Board be granted 75,000 options. The grant must be acceptable within the general remuneration
         policy (to be) approved by the general meeting of shareholders.
                                                                     -4-
     4.3   The CCGC will be granted 150,000 shares of common stock under a so-called Restricted Stock Key Management Retention
           Agreement of which 50% in December 2004 and 50% in December 2005. The grant must be acceptable within the general
           remuneration policy (to be) approved by the general meeting of shareholders. All tax consequences shall be for the account of the
           CCGC.
5.   Expenses and Company Car
     5.1 AHOLD shall reimburse reasonable expenses incurred by the CCGC in the performance of his duties upon submission of all the
         relevant invoices and vouchers.
     5.2 AHOLD shall pay the CCGC each period of 4 weeks an allowance of Euro 680 net in addition to his salary for out-of-pocket
         expenses.
     5.3 AHOLD shall provide the CCGC with a company car for the performance of his duties (not for private use) and on such further
         conditions as shall be determined by AHOLD from time to time. The CCGC shall have the free usage of the services of a private
         driver, in connection with business-related travel by car.
     5.4 AHOLD shall pay those costs of a home telephone, mobile phone, fax machine, computer/laptop and home e-mail/internet access
         for the CCGC to the extent that those costs are reasonable. A taxable inclusion, required by Dutch fiscal law, will be applied in
         payroll.
                                                                     -5-
6.   Holidays
     6.1 The CCGC shall be entitled to a reasonable amount of working days vacation per year, in line with the Dutch and Ahold practices.
          In taking vacation, the CCGC shall duly observe the interests of AHOLD.
7.   Insurances and pension
     7.1 The CCGC may participate in the group health insurance contract at De Amersfoortse insurance company. AHOLD shall contribute
          Euro 1,948 gross (2003) annually as contribution in the premium for medical costs insurance for the CCGC.
     7.2 AHOLD shall maintain suitable and adequate insurance in respect of managing director’s liability in order to indemnify the CCGC
          from all losses, liabilities and costs that he may incur arising out of the liability as managing director of AHOLD.
     7.3 AHOLD shall indemnify and hold the CCGC harmless for all liabilities incurred by the CCGC in the performance of his duties
          hereunder, and/or in connection with any position the CCGC will hold within the Ahold group or associated company/ies, to the
          extent provided for under Dutch law. Such indemnification shall also include all expenses (including all attorney’s fees and legal
          expenses) incurred by the CCGC.
     7.4 The CCGC shall participate in the Dutch AHOLD Pension Scheme for members of the Executive Board (Pensioenreglement Raad
          van Bestuur Ahold). If and to
                                                                    -6-
           the extent that a fixed part of the base salary is allocated to the United States, the CCGC shall participate in the Ahold USA, Inc.
           Retirement Benefit Plan for the Members of the Managing Board. Participation shall be based on the base salary allocated to the
           respective jurisdictions in accordance with article 3.1.
8.    Sickness
      8.1 In the event of sickness, AHOLD shall pay to the CCGC as per the first day of sickness his base salary and benefits as defined in
           articles 3,4, 5.4., and 7, up to a maximum of 52 weeks as from the first day of sickness, according to the requirements of the Dutch
           Civil Code.
9.    Termination by AHOLD for cause
      9.1 AHOLD may at any time terminate the CCGC’s employment with immediate effect for “Cause” (as defined in article 7:678 of the
          Dutch Civil Code).
10.   Confidentiality
      10.1 The CCGC shall throughout the duration of this agreement and after this agreement has been terminated for whatever reason,
           refrain from disclosing in any manner to any individual any information of a confidential nature concerning the AHOLD group or
           other companies affiliated with AHOLD, which has become known to the CCGC as a result of his employment with AHOLD and
           of which the CCGC knows or should have known to be of a confidential nature.
                                                                       -7-
11.   Gifts
      11.1 The CCGC shall not in connection with the performance of his duties, directly or indirectly, accept or demand commission,
            contributions or reimbursement in any form whatsoever from third parties. This does not apply to customary promotional gifts of
            little value.
12.   Amendments
      12.1 Amendments to this agreement may only be agreed upon in writing and with regard to AHOLD, solely when a decision to that
           effect has been taken by the competent body of AHOLD.
13.   Applicable Law
      13.1 This agreement is governed by the laws of the Netherlands.
In witness whereof this agreement has been signed and executed in duplicate this Thursday, October 9, 2003.


/s/ Henny de Ruiter                                                          /s/ CCGC

AHOLD                                                                        CCGC
by Henny de Ruiter
(subject to approval of the full Supervisory Board)
                                                                      -8-
                                                                                                                                     Exhibit 4.4

                                                                                      Royal Ahold
                                                                                      Supervisory Board

                                                                                      Albert Heijnweg 1, 1507 EH Zaandam
                                                                                      P.O. Box 3050, 1500 HB Zaandam
                                                                                      The Netherlands
                                                                                      Telefax +31 75 659 83 53
                                                                                      Telephone +31 75 659 91 11
                                                                                      Direct Dial +31 75 659 56 25
Mr. Bill Grize
              , MA
U.S.A.

Date:         August 31, 2001
Reference:    AJB/mh/Grize
Dear Mr. Grize:
We hereby confirm our agreement regarding your appointment to member of the Royal Ahold Executive Board.
Appointment
You will be appointed to member of the Executive Board with the job title of Executive Vice President of Royal Ahold as from September 1,
2001. As member of the Executive Board, you will carry full joint responsibility for all activities of Royal Ahold together with the other
members of the Executive Board.
The operative mode of the Executive Board is one of consensus under the chairmanship of the President. Nevertheless, every member of the
Board as Liaison Officer is entrusted with specific responsibilities.
Your specific responsibilities will be the retail operating companies of Royal Ahold in the USA with the title of President and CEO of Ahold
USA.
Remuneration
Your will receive the following remuneration as Executive Vice President.
Your fixed gross base salary will be USD 825,000 annually payable in the US.
The target for your variable income will be 125% of your base salary. In addition, for the year 2001, your variable income will be guaranteed to
be no less than you would have received at Stop & Shop at your previous bonus level (target 100%).
The variable income is payable in the US in a single payment. For 2002 and following years, the variable pay will be based on the new EVA
incentive plan.
Based on your Dutch Board Membership, part of your remuneration will be allocated to The Netherlands and will be subject to Dutch taxation.
The portion of your remuneration to be allocated to The Netherlands is to be determined in consultation with external tax advisors and our
internal fiscal department.
You may continue your participation in the Employee Stock-option plan of Royal Ahold. The number of stock-options will be determined by
ESOS on the recommendation of the remuneration committee of Royal Ahold’s Supervisory Board. Under the current regulation for your
position of member of the Executive Board, you are qualified to receive annually 75,000 stock options at the share price of the last trading day
of the preceding year; for the first time on January 1, 2002.
You will have free usage of a suitable vehicle, as well as the services of a private driver.
Retirement
It is understood that during your assignment as the President and CEO of Ahold USA you will continue to accrue benefits under your current
Stop & Shop plans. Your retirement benefit at the time you retire will consider the additional years of service under the plan and will be based
on your new compensation in your new assignment.
Place of assignment
For this assignment you will be located in the US. Next to that, being a member of the Royal Ahold Executive Board, you shall be spending
some working days at its headquarters in The Netherlands.
Termination of the Executive Board Membership
In addition to the right of the Supervisory Board to discharge members of the Executive
Board your membership of this board will come to an end as follows:
      • Upon your personal request, after reaching sixty years of age.
      •   By decision of the Supervisory Board after reaching sixty years of age.
      •   In any event, upon reaching sixty-two years of age unless otherwise agreed.
General Conditions
The following general conditions are applicable to this contract:
Advance notice
Advance notice in case of resignation will be mutually agreed upon, however it will at least be equal to three periods of four weeks.
Telephone
All reasonable expenses for telephone installation and usage will be for the account of Royal Ahold.
Holidays
You will be free to choose the length and timing of your holidays.
Outside functions
Directorships and/or other outside functions can be accepted only with the advance approval of the Executive Board and the Supervisory
Board.
                                                                         -2-
Secrecy Agreement
All employees are held to secrecy both during as well as after completing the employment with the company. Strict confidentiality is required
regarding both general and specific information that would be detrimental to the company or any of its subsidiaries if made available to a third
party.
Gifts
It is prohibited for any employee in relation to his job to accept gifts, commissions, bribes and any other form of encouragement or material
advantage, whatever they may be.
Applicable law
This agreement will be governed and construed in accordance with the laws of The Netherlands.
Exclusive jurisdiction
The Amsterdam District Court shall have exclusive jurisdiction in first instance in any dispute arising out of or in connection with this
agreement and your appointment as member of the Executive Board.
We wish you all the best in your new and challenging position and express our confidence that you will contribute to the future success of our
corporation.
Would you be so kind to return the enclosed copy duly signed as confirmation of your agreement with the above.
On behalf of the Supervisory Board,

Yours faithfully,                                                               For approval

/s/ Ir. H. de Ruiter                                                            /s/ B. Grize

Ir. H. de Ruiter                                                                B. Grize
Chairman of the Supervisory Board
                                                                        -3-
                                                                                                                                       Exhibit 4.5

                                                                              Royal Ahold
                                                                              Supervisory Board

                                                                              Albert Heijnweg 1, 1507 EH Zaandam
                                                                              P.O. Box 3050, 1500 HB Zaandam
                                                                              The Netherlands
                                                                              Telefax +31 75 659 83 53
                                                                              Telephone +31 75 659 91 11
                                                                              Direct Dial +31 75 659 56 25
Mr. M. P. M. de Raad
[The Netherlands]
Datum:      December 18, 2000
Referentie: AJB/mh/mip
Dear Mr. de Raad,
We hereby confirm our agreement regarding your appointment as member of the Executive Board.
Appointment
You will be appointed as member of the Executive Board with the title of Executive Vice President of Royal Ahold as from January 1 st 2001.
As member of the Executive Board you will carry full joint responsibility for all activities of Royal Ahold together with the other members of
the Board.
The operative mode of the Executive Board is one of consensus under the chairmanship of the President. Nevertheless, every member of the
Board as Liaison Officer is entrusted with specific responsibilities.
Remuneration
Your will receive the same remuneration as the other Dutch Executive Vice Presidents. Your fixed gross base salary will be: NLG 1,125,000
annually payable in The Netherlands and US$ 150,000 annually payable in the USA, both in thirteen equal periods of four weeks.
Your variable income will be payable in the USA in a single payment following the publication of annual results (this will be paid to you for
the first time in 2002). The variable income is calculated according to the following formula:

Variable payment in year Y = US$ 165,000 x earnings per share year Y x            100
                                              earnings per share 1993        75
Actual payment for 1999 was US$ 588,370
You will be paid expense compensation (to cover small expenses) of NLG 19.500 (tax free) annually, payable in The Netherlands in thirteen
equal payments. All other business expense is payable by the company.
You may participate in the Employee Stock-option plan of Royal Ahold. The number of stock-options will be determined by ESOS on the
recommendation of Royal Ahold’s Executive Board. As a member of the Executive Board you are qualified to receive annually 75.000 stock
options at the share price of the last trading day of the preceding year, for the first time on January 1st 2001.
Ahold Pension is applicable to the Dutch fixed salary. We can give you more detailed information on specific ways to accommodate your
pension plans.
The so-called salary continuation plan is applicable to the American fixed salary and fully vested after five years. We will send you a copy of
this plan.
You will have free usage of a suitable vehicle, as well as the services of a private driver.
Place of assignment
For this assignment you will be located in The Netherlands.
Termination of the Executive Board Membership
In addition to the right of the Supervisory Board to discharge members of the Executive Board your membership of this board will come to an
end as follows:
      • Upon your personal request, after reaching sixty years of age.
      • By decision of the Supervisory Board after reaching sixty years of age.
      • In any event, upon reaching sixty-two years of age unless otherwise agreed.
      Besides we concluded the following ‘change of control’ clause:
      If there would be a hostile take-over of Royal Ahold and as a consequence it would not be possible to continue your position as member
      of the Executive Board, your fixed salary will be paid until you reach the age of sixty-two.
General Conditions
The following general conditions are applicable to this contract:
Advance notice
Advance notice in case of resignation will be mutually agreed upon, however it will at least be equal to three periods of four weeks.
Telephone
All reasonable expenses for telephone installation and usage will be for the account of Royal Ahold.
Security
All reasonable expenses to ensure your security at home will be for account of Royal Ahold.
Outside functions
Directorships and/or other outside functions can be accepted only with the advance approval of the Executive Board and the Supervisory
Board.
                                                                         -2-
Secrecy Agreement
All employees are held to secrecy both during as well as after completing the employment with the company. Strict confidentiality is required
regarding both general and specific information that would be detrimental to the company or any of its subsidiaries if made available to a third
party.
Gifts
It is prohibited for any employee in relation to his job to accept gifts, commissions, bribes and any other form of encouragement or material
advantage, whatever they may be.
This contract is subject to Dutch law.
We wish you all the best in your new and challenging position and express our confidence that you will contribute to the future success of our
company.
Would you be so kind to return the enclosed copy duly signed as confirmation of your agreement with the above.
On behalf of the Supervisory Board,

Yours faithfully,                                                              For approval

/s/ Ir. H. de Ruiter                                                           /s/ M. P. M. de Raad

Ir. H. de Ruiter                                                               M. P. M. de Raad
Chairman of the Supervisory Board
                                                                        -3-
                                                                                                                                        Exhibit 4.6

                                                                                                      Royal Ahold
                                                                                                      Supervisory Board

                                                                                                      Albert Heijnweg 1, 1507 EH Zaandam
                                                                                                      P.O. Box 3050, 1500 HB Zaandam
                                                                                                      The Netherlands
                                                                                                      Telefax +31 75 659 83 53
                                                                                                      Telephone +31 75 659 91 11
                                                                                                      Direct Dial +31 75 659 56 25
Mr. J.G. Andreae
[The Netherlands]

Date:          September 19, 1997
Reference:     AJB/iso/mip/pz437
Dear Mr. Andreae,
We hereby confirm our agreement regarding your appointment as a member of the Executive Board.
Appointment
You will be appointed a member of the Executive Board with the title of Executive Vice President of Royal Ahold as from October 1, 1997. As
member of the Executive Board you will carry full joint responsibility for all activities of Royal Ahold together with the other members of the
Board. Your authority is laid down in the by-laws of the company dated June 1997, of which a copy is attached.
The operative mode of the Executive Board is one of consensus under the chairmanship of the President. Nevertheless, every member of the
Board as Liaison Officer is entrusted with specific responsibilities.
Your initial specific responsibilities will include those for Albert Heijn Supermarkets and Support Services, Marvelo and Meester Wijbe.
As of January 1, 1998, your responsibilities will be extended to include the Central European Operations in the Czech Republic and Poland. It
is intended that as of May 1998 you will also be responsible for all other Netherlands operations including Schuitema, Specialty Stores and
GVA.
Remuneration
You will receive the same remuneration as the other Executive Vice Presidents. Your fixed base salary will be NLG 725,000 annually payable
in the Netherlands and US $137,500, annually payable, in the USA both in thirteen equal periods of four weeks. Your variable income will be
payable in the USA in a single payment following the publication of annual results (this will be paid to you for the first time pro rata in 1998).
The variable income is calculated according to the following formula:

Variable payment in year Y = $ 165,000 x        earnings per share year Y
earnings per share 1993
You will be paid expense compensation (to cover small expenses) of NLG 16.250, (tax free) annually, payable in the Netherlands in thirteen
equal payments. All other business expense is payable by the company.
On the first of October 1997 you will receive 8.250 stock options exercizable at the share price of that moment. Annually you are qualified to
receive 75.000 stock options at the share price of the last trading day of the preceding accounts year.
The stock options have a maximum duration period of 5 years.
An Ahold pension is applicable to the Dutch fixed salary. If you wish we can give you more detailed information on this subject.
The so-called salary continuation plan is applicable to the American fixed salary and fully vested after 5 years.
We will send you a copy of this plan.
You will have free usage of a suitable vehicle, as well as the services of a private driver.
Place of assignment
For this assignment you will be located in the Netherlands.
Termination of Executive Board Membership
In addition to the right of the Supervisory Board to discharge members of the Executive Board (Article 15 sub 4 of the By-Laws) your
membership of this Board will come to an end as follows:
      • Upon your personal request, after reaching sixty years of age.
      •   By decision of the Supervisory Board after reaching sixty years of age.
      •   In any event, upon reaching sixty-two years of age unless otherwise agreed.
General Conditions
The following general conditions are applicable to this contract:
Advance notice .
Advance notice in case of resignation will be mutually agreed upon, however it will at least be equal to three periods of four weeks.
Telephone .
All reasonable expenses for telephone installation and usage will be for the account of Royal Ahold.
                                                                         -2-
Outside functions .
Directorships and/or other outside functions can be accepted only with the advance approval of the Executive Board and the Supervisory
Board.
Secrecy Agreement .
All employees are held to secrecy both during as well as after completing the employment with the company. Strict confidentiality is required
regarding both general and specific information which would be detrimental to the company or any of its subsidiaries if made available to a
third party.
Gifts .
It is prohibited for any employee in relation to his job to accept gifts, commissions, bribes, and any other form of encouragement or material
advantage, whatever they may be.
This contract is subject to Dutch law.
We wish you all the best in your new and challenging position and express our confidence that you will contribute to the future success of our
corporation.
We are asking you to return the enclosed copy duly signed as confirmation of your agreement with the above.
On behalf of the Supervisory Board,
yours faithfully,

                                                                              For approval:

/s/ Ir. H. de Ruiter                                                          /s/ J.G. Andreae

Ir. H. de Ruiter                                                              J.G. Andreae
Chairman of the Supervisory Board
Enclosures:
     • copy of By-Laws
      •    copy of Salary Continuation Plan
                                                                       -3-
                                                                                                                                      Exhibit 4.7
                                                                AGREEMENT
                                                         DATED 17th December, 2003
                                      (as amended by a Syndication Agreement dated 23rd December, 2003)
                                                               EUR 300,000,000
                                                                       and
                                                              USD 1,450,000,000
                                                             CREDIT FACILITIES
                                                                       for
                                                        KONINKLIJKE AHOLD N.V.
                                                                  arranged by
                                                     ABN AMRO BANK N.V.
                                           BANC OF AMERICA SECURITIES LIMITED
                                             GOLDMAN SACHS INTERNATIONAL
                                                          ING BANK N.V.
                                                        J.P. MORGAN PLC
                                  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
                                              trading as RABOBANK NEDERLAND
                                                                    with
                                                      J.P. MORGAN EUROPE LIMITED
                                                              as Facility Agent
JPMORGAN CHASE BANK
   as Swingline Agent
          and
    ING BANK N.V.
     as Issuing Bank
   ALLEN & OVERY
      Amsterdam
                                              CONTENTS
Contents                                                 Page

1.     Interpretation                                     1
2.     Facilities                                        17
3.     Purpose                                           18
4.     Conditions Precedent                              19
5.     Utilisation – Revolving Credit Loans              20
6.     Utilisation – Swingline Loans                     21
7.     Swingline Loans                                   23
8.     Utilisation – Letters of Credit                   25
9.     Letters of Credit                                 27
10.    Repayment                                         30
11.    Prepayment and cancellation                       31
12.    Interest                                          34
13.    Terms                                             36
14.    Market disruption                                 37
15.    Taxes                                             38
16.    Increased Costs                                   40
17.    Mitigation                                        41
18.    Payments                                          41
19.    Guarantee and indemnity                           43
20.    Representations                                   46
21.    Information covenants                             53
22.    Financial Covenants                               58
23.    General covenants                                 62
24.    Default                                           73
25.    Security                                          78
26.    The Administrative Parties                        81
27.    Evidence and calculations                         86
28.    Fees                                              86
29.    Indemnities and Break Costs                       87
30.    Expenses                                          89
31.    Amendments and waivers                            89
32.    Changes to the Parties                            90
33.    Disclosure of information                         94
34.    Set-off                                           95
35.    Pro Rata Sharing                                  95
36.    Severability                                      97
37.    Counterparts                                      97
38.    Notices                                           97
39.    Language                                          99
40.    Governing law                                     99
41.    Enforcement                                       99
Schedules

1.    Original Parties [omitted]                    102
2.    Conditions Precedent Documents                107
3.    Form of Request [omitted]                     113
4.    Calculation of the Mandatory Cost [omitted]   114
5.    Forms of Transfer Certificate [omitted]       116
6.    Form of Compliance Certificate [omitted]      119
7.    Form of Accession Agreement [omitted]         120
8.    Form of Resignation Request [omitted]         121
9.    Form of Letter of Credit [omitted]            122
10.   Indemnity                                     125

Signatories                                         127
THIS AGREEMENT is dated 17th December, 2003
BETWEEN :
(1)  KONINKLIJKE AHOLD N.V. (the Company );
(2)  THE STOP & SHOP SUPERMARKET COMPANY as borrower (in this capacity the U.S. Borrower );
(3)    ALBERT HEIJN B.V. as borrower (in this capacity the Dutch Borrower );
(4)    THE SUBSIDIARIES OF THE COMPANY listed in Part 1 of Schedule 1 (Original Parties) as original guarantors (in this capacity
       the Original Guarantors );
(5)    ABN AMRO BANK N.V., GOLDMAN SACHS INTERNATIONAL, ING BANK N.V., J.P. MORGAN PLC, BANC OF
       AMERICA SECURITIES LIMITED AND COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
       trading as RABOBANK NEDERLAND as arrangers (in this capacity the Arrangers );
(6)    THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (Original Parties) as original lenders (the Original Lenders );
(7)    ING BANK N.V. as issuing bank (in this capacity the Issuing Bank );
(8)    J.P. MORGAN EUROPE LIMITED as facility agent (in this capacity the Facility Agent ); and
(9)    JPMORGAN CHASE BANK as swingline agent (in this capacity the Swingline Agent ).
IT IS AGREED as follows:
1.     INTERPRETATION
1.1    Definitions
       In this Agreement:
       Accession Agreement means a letter, substantially in the form of Schedule 7 (Form of Accession Agreement), with such amendments
       as the Facility Agent and the Company may agree.
       Additional Dutch AH Guarantor means an Additional Guarantor incorporated under Dutch law which owns (directly or indirectly)
       an interest in the equity share capital of the Dutch Borrower or whose equity share capital is owned (directly or indirectly) by the
       Dutch Borrower.
       Additional Guarantor means a member of the Group which becomes a Guarantor after the date of this Agreement pursuant to the
       terms of Clause 32.6 (Additional Guarantors).
       Administrative Party means an Arranger, the Issuing Bank or an Agent.
       Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.
                                                                    1
Agent means the Facility Agent or the Swingline Agent.
Albert Heijn Management Unit means Albert Heijn B.V. and Albert Heijn Franchise B.V.
Appointment Letter means the appointment letter dated 25th November, 2003 in respect of the Facilities (and the syndication
thereof) between, among others, the Arrangers and the Company.
Availability Period means the period from and including the date of this Agreement to and including the date falling one month prior
to or, in the case of the Swingline Facility, the date falling eight Business Days prior to, the Final Maturity Date.
Borrower means the U.S. Borrower or the Dutch Borrower.
Borrower Group means a Borrower and its Subsidiaries from time to time.
Break Costs means the amount (if any) which a Lender is entitled to receive under Subclause 29.4 (Break Costs) as compensation if
any part of a Loan or overdue amount is repaid or prepaid.
Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and
Amsterdam (and, in the case of any payment or rate fixing in respect of a Dollar Loan, New York) and which is also a TARGET Day.
Capital Expenditure means expenditure which may be treated as capital expenditure in the financial statements of the person
incurring such expenditure in accordance with generally accepted accounting principles, and including the capital value of any asset
financed by way of financial leases or capital leases.
Code means the United States Internal Revenue Code of 1986, as amended.
Commitment means a Dollar Revolving Credit Commitment, a Euro Revolving Credit Commitment, a Swingline Commitment or a
LC Facility Commitment of a Lender.
Company 20-F means the amended Form 20-F filed by the Company with the United States Securities and Exchange Commission on
31st October, 2003.
Compliance Certificate means a certificate substantially in the form of Schedule 6 (Form of Compliance Certificate) setting out,
among other things, calculations of the financial covenants.
Credit means a Loan or a Letter of Credit.
Default means:
(a)  an Event of Default; or
(b)  an event specified in Clause 24 (Events of Default) which would be (with the expiry of a grace period or the giving of notice or
     the making of any determination under the Finance Documents or any combination of them) an Event of Default.
Dollar Loan means a Swingline Loan or a Dollar Revolving Credit Loan.
                                                              2
Dollar Revolving Credit Commitment means:
(a) for an Original Lender, the amount set opposite its name in Part 2 of Schedule 1 (Original Parties) under the heading Dollar
     Revolving Credit Commitment and the amount of any other Dollar Revolving Credit Commitment it acquires; and
(b) for any other Lender, the amount of any Dollar Revolving Credit Commitment it acquires,
to the extent not cancelled, transferred or reduced under this Agreement.
Dollar Revolving Credit Loan means a Loan under the Dollar Revolving Credit Facility.
Dollar Revolving Credit Facility means the revolving credit facility denominated in Dollars referred to under Subclause 2.1 (Dollar
Revolving Credit Facility) and made available under this Agreement.
Dutch Banking Act means the Dutch Act on the Supervision of the Credit System 1992 ( Wet toezicht Kredietwezen 1992 ).
Dutch Banking Act Exemption Regulation means the Dutch 1992 Banking Act Exemption Regulation ( Vrijstellingsregeling Wtk
1992 ).
Dutch Civil Code means the Dutch Civil Code ( Burgerlijk Wetboek ).
Dutch AH Guarantor means an Original Dutch AH Guarantor or an Additional Dutch AH Guarantor.
Dutch Guarantor means a Guarantor incorporated under Dutch law.
Dutch Obligor means an Obligor incorporated under Dutch law.
Environmental Approval means any authorisation required by an Environmental Law.
Environmental Claim means any claim by any person in connection with:
(i) a breach, or alleged breach, of an Environmental Law;
(ii) any accident, fire, explosion or other event of any type involving an emission or substance which is capable of causing harm to
      any living organism or the environment; or
(iii) any other environmental contamination.
Environmental Law means any law or regulation concerning:
(i)    the protection of health and safety;
(ii)   the environment; or
(iii) any emission or substance which is capable of causing harm to any living organism or the environment.
Equity Proceeds Date means the date on which the proceeds of the Rights Issue are received by the Company, such date to be
confirmed by the Company to the Facility Agent.
                                                              3
ERISA means the United States Employee Retirement Income Security Act of 1974.
ERISA Affiliate means any person treated as a single employer with any Obligor for the purpose of section 414 of the Code.
EURIBOR means for a Term of any Loan or overdue amount in Euro:
(a)   the applicable Screen Rate; or
(b)   if no Screen Rate is available for that Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four
      decimal places) of the rates as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the
      European interbank market,
as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the offering of deposits in Euro for a period comparable to that Term.
Euro means the single currency of the Participating Member States.
Euro Loan means a Loan under the Euro Revolving Credit Facility.
Euro Revolving Credit Commitment means:
(a) for an Original Lender, the amount set opposite its name in Part 2 of Schedule 1 (Original Parties) under the heading Euro
     Revolving Credit Commitment and the amount of any other Euro Revolving Credit Commitment it acquires; and
(b) for any other Lender, the amount of any Euro Revolving Credit Commitment it acquires,
to the extent not cancelled, transferred or reduced under this Agreement.
Euro Revolving Credit Facility means the revolving credit facility denominated in Euro referred to under Subclause 2.2 (Euro
Revolving Credit Facility) and made available under this Agreement.
Event of Default means an event specified as such in Clause 24 (Default).
Existing Credit Facility means the EUR 600,000,000 and USD 2,200,000,000 credit facility made available to the Dutch Borrower
and the U.S. Borrower pursuant to a credit agreement dated 3rd March, 2003 entered into by, among others, the Company, certain of
its Subsidiaries, the financial institutions referred to therein as lenders and ING Bank N.V. as facility agent and issuing bank.
Facility means the Dollar Revolving Credit Facility, the Euro Revolving Credit Facility, the Swingline Facility or the LC Facility.
Facility Office means the office(s) notified by a Lender to the Facility Agent:
(a) on or before the date it becomes a Lender; or
(b) by not less than five Business Days’ notice,
as the office(s) through which it will perform its obligations under this Agreement.
                                                               4
Fee Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties and the Company
setting out the amount of certain fees referred to in this Agreement.
Final Maturity Date means the date falling three years after the date of this Agreement.
Finance Document means:
(a) this Agreement;
(b) a Security Document;
(c)   a Fee Letter;
(d)   a Transfer Certificate;
(e)   an Accession Agreement;
(f)   a Subordination Agreement;
(g)   a U.S. Guarantee;
(h)   the Appointment Letter; or
(i)  any other document designated as such by the Facility Agent and the Company.
Finance Party means a Lender or an Administrative Party.
Financial Indebtedness means any indebtedness for or in respect of:
(a) moneys borrowed;
(b)   any acceptance credit;
(c)   any bond, note, debenture, loan stock or other similar instrument;
(d)   any redeemable preference share which is capable of being redeemed in exchange for cash prior to the Final Maturity Date;
(e)   any agreement treated as a finance or capital lease in accordance with generally accepted accounting principles;
(f)   receivables sold or discounted (otherwise than on a non-recourse basis);
(g)   the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred
      payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;
(h)   for the purposes of Subclause 24.5 (Cross-default), any derivative transaction protecting against or benefiting from fluctuations
      in any rate, price, currency or commodity pricing (and, except for non-payment of an amount, the then mark to market value of
      the derivative transaction will be used to calculate its amount);
(i)   any other transaction (including any forward sale or purchase agreement) which is treated as a borrowing in accordance with
      generally accepted accounting principles;
                                                                 5
(j)   any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by
      a bank or financial institution; or
(k)   any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above
      paragraphs,
but, in all cases, without double-counting and, for the purposes of Subclause 24.5 (Cross-default), disregarding any amounts owed
from one member of the Group to another member of the Group.
Giant Landover Key Entity means Giant of Maryland, LLC, Giant Food, LLC or Giant Brands, Inc.
Group means the Company and its Subsidiaries (other than Schuitema N.V. and its Subsidiaries).
Guarantor means the Company, an Original Guarantor or an Additional Guarantor.
Holding Company of any other person, means a company in respect of which that other person is a Subsidiary.
Increased Cost means:
(a)   an additional or increased cost;
(b)   a reduction in the rate of return from a Facility or on its overall capital; or
(c) a reduction of an amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having
entered into any Finance Document or funding or performing its obligations under any Finance Document.
Intellectual Property means, in respect of any person, any and all interests of such person, in any part of the world in or relating to
registered and unregistered trade marks and service marks, domain names, patents, registered designs, trade names, business names,
titles, registered or unregistered copyrights in published and unpublished works, unregistered designs, inventions registered or
unregistered, data base rights, know-how, any other intellectual property rights and any applications for any of the foregoing and any
goodwill therein.
Intercompany Creditor has the meaning given to it in a Subordination Agreement.
Intercompany Debtor has the meaning given to it in a Subordination Agreement.
LC Confirmation means, for the purposes of Subclause 8.5 (Deemed Issuance of Letters of Credit), a confirmation from the
Company to the Issuing Bank and the Facility Agent specifying which letters of credit drawn under the Existing Credit Facility are to
be, pursuant to that Subclause, deemed to be issued under this Agreement.
LC Facility means the letter of credit facility referred to in Subclause 2.4 (Letters of Credit) and made available under this Agreement.
                                                                   6
LC Facility Commitment means:
(a) for an Original Lender, the amount set opposite its name in Part 2 of Schedule 1 (Original Parties) under the heading LC
    Commitment and the amount of any other LC Facility Commitment it acquires; and
(b) for any other Lender, the amount of any LC Facility Commitment it acquires,
to the extent not cancelled, transferred or reduced under this Agreement.
Legal Opinions means the legal opinions delivered under section 4 (Legal Opinions) of Part 1 of Schedule 2 (Conditions Precedent
Documents to be delivered before the first Request) and section 3 (Legal Opinions) of Part 2 of Schedule 2 (Conditions Precedent
Documents to be delivered for an Additional Guarantor).
Lender means:
(a) an Original Lender; or
(b) any person which becomes a Lender after the date of this Agreement.
Letter of Credit means a letter of credit, substantially in the form of Schedule 9 (Form of Letter of Credit) or in any other form agreed
between the U.S. Borrower, the Issuing Bank and the Facility Agent.
LIBOR means for a Term of any Loan or overdue amount denominated in USD:
(a) the applicable Screen Rate; or
(b)   if no Screen Rate is available for the relevant currency or Term of that Loan or overdue amount, the arithmetic mean (rounded
      upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to
      leading banks in the London interbank market,
as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Loan or overdue amount for a period
comparable to that Term.
Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal
amount outstanding of that borrowing.
Majority Lenders means, at any time, Lenders:
(a)   whose share in the outstanding Credits and whose undrawn Commitments then aggregate more than 66 2 / 3 per cent. of the
      aggregate of all the outstanding Credits and the undrawn Commitments of all the Lenders;
(b)   if there is no Credit then outstanding, whose undrawn Commitments then aggregate more than 66 2 / 3 per cent. of the Total
      Commitments; or
(c)   if there is no Credit then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated
      more than 66 2 / 3 per cent. of the Total Commitments immediately before the reduction.

                                                               7
Mandatory Cost means the cost of complying with mandatory regulatory requirements, expressed as a percentage rate per annum and
calculated by the Facility Agent under Schedule 4 (Calculation of the Mandatory Cost).
Margin means, subject to adjustment under Subclause 12.3 (Margin adjustment), 2.75 per cent. per annum.
Margin Stock has the meaning given to it in Regulation U issued by the Board of Governors of the United States Federal Reserve
System.
Material Adverse Effect means a material adverse effect on:
(a)   the business or financial condition of each Borrower, each Borrower Group taken as a whole or the Group as a whole;
(b)   the ability of any Obligor to perform its obligations under any Finance Document;
(c)   the validity or enforceability of any Finance Document; or
(d)   any right or remedy of a Finance Party in respect of a Finance Document.
Material Group Member means the Company, a Material Subsidiary or any other Subsidiary of a Borrower.
Material Subsidiary means, at any time, an Obligor (other than the Company) and any other Subsidiary of the Company whose net sales
(excluding intra-Group items) then equal or exceed 5 per cent. of the net sales of the Group.
For this purpose:
(a) the net sales of a Subsidiary of the Company will be determined from its financial statements (unconsolidated if it has Subsidiaries)
      upon which the latest audited financial statements of the Group have been based;
(b) if a Subsidiary of the Company becomes a member of the Group after the date on which the latest audited financial statements of
      the Group have been prepared, the net sales of that Subsidiary will be determined from its latest financial statements;
(c)   the net sales of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the
      net sales of any company or business subsequently acquired or disposed of; and
(d)   if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Company, it will immediately
      cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the
      subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are
      Material Subsidiaries or not.
If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the Company will be, in the
absence of manifest error, conclusive.
Measurement Period has the meaning given to it in Subclause 22.1 (Definitions).
Maturity Date means the last day of the Term of a Credit.
                                                                   8
Moody’s means Moody’s Investor Service, Inc.
Multiemployer Plan means a “multiemployer plan” within the meaning of section 3(37) or 4001(a)(3) of ERISA.
New York Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in New York
City.
Non-Obligor means a member of the Group which is not an Obligor.
Obligor means a Borrower or a Guarantor.
Option means any of the put and/or call option arrangements relating to joint venture interests of members of the Group (in respect of
ICA AB, Paiz Ahold, Luis Paez, CRC Ahold Thailand and RDCH), as more particularly described in the Company 20-F.
Original Dutch AH Guarantor means Simon de Wit B.V. or Ahold Nederland B.V.
Original Financial Statements means:
(a) in relation to the Company, the audited consolidated financial statements of the Company for the year ended 29th December, 2002;
(b) in relation to the U.S. Borrower, the audited consolidated financial statements of the U.S. Borrower for the year ended 28th
     December, 2002; and
(c)   in relation to the Dutch Borrower, the audited unconsolidated financial statements of the Dutch Borrower for the year ended 29th
      December, 2002.
Original Obligor means the Company, a Borrower or an Original Guarantor.
Participating Member State means a member state of the European Communities that adopts or has adopted the Euro as its lawful
currency under the legislation of the European Community for Economic Monetary Union.
Party means a party to this Agreement.
Permitted Long-Term LC means a Letter of Credit issued under the LC Facility which is renewable and in respect of which, prior to the
date of issuance or any date of renewal thereof, the Issuing Bank is satisfied that it is able, at least two months prior to the Final Maturity
Date, to refuse to renew that Letter of Credit in a manner which would otherwise result in an exposure for the Issuing Bank beyond the
Final Maturity Date.
Permitted Third Party LC means any outstanding Third Party LC the issuance of which is permitted under the terms of Subclause 11.9
(Mandatory reduction of LC Facility-Third Party LCs).
Plan means an employee benefit plan as defined in section 3(3) of ERISA:
(a) maintained by any Obligor or any ERISA Affiliate; or
(b)   to which any Obligor or any ERISA Affiliate is required to make any payment or contribution.
                                                                    9
Professional Market Party means a professional market party ( professionele marktpartij ) under the Dutch Banking Act Exemption
Regulation.
Pro Rata Share means:
(a)   for the purpose of determining a Lender’s share in a utilisation of a Facility, the proportion which its Commitment bears to the Total
      Commitments for that Facility; and
(b)   for any other purpose on a particular date:
      (i)     the proportion which a Lender’s share of the Credits (if any) bears to all the Credits;
      (ii)    if there is no Credit outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that
              date; or
      (iii)   if the Total Commitments have been cancelled, the proportion which its Commitment bore to the Total Commitments
              immediately before being cancelled.
Rate Fixing Day means, in respect of a Revolving Credit Loan:
(a) the second Business Day before the first day of a Term for a Dollar Revolving Credit Loan; or
(b) the second TARGET Day before the first day of a Term for a Euro Loan,
or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank
market.
Rating Agency means Moody’s or S&P or any other rating agency approved by the Majority Lenders and the Company.
Reference Banks means JPMorgan Chase Bank, ABN AMRO Bank N.V. and ING Bank N.V. and any other bank or financial institution
appointed as such by the Facility Agent (with the consent of the Company, not to be unreasonably withheld or delayed) under this
Agreement.
Repeating Representations means the representations which are deemed to be repeated under Subclause 20.30 (Times for making
representations).
Reportable Event means:
(a) an event specified as such in section 4043 of ERISA or any related regulation, other than an event in relation to which the
    requirement to give notice of that event is waived by any regulation; or
(b) a failure to meet the minimum funding standard under section 412 of the Code or section 302 of ERISA, whether or not there has
    been any waiver of notice or waiver of the minimum funding standard under section 412 of the Code.
Request means a request for a Credit, substantially in the form of Schedule 3 (Form of Request).
                                                                  10
Revolving Credit Commitment means a Dollar Revolving Credit Commitment or a Euro Revolving Credit Commitment.
Revolving Credit Facility means the Euro Revolving Credit Facility or the Dollar Revolving Credit Facility (excluding, for these
purposes, the Swingline Facility).
Revolving Credit Loan means a Dollar Revolving Credit Loan or a Euro Loan.
Rights Issue means a rights issue (as proposed at the date of this Agreement) by the Company pursuant to which the gross proceeds
received by the Company in respect of the issuance of ordinary shares in the capital of the Company are no less than EUR 2,999,194,861.
Rollover Loans means one or more Revolving Credit Loans:
(a) to be made on the same day that one or more maturing Revolving Credit Loans is due to be repaid;
(b)   the aggregate amount of which is equal to or less than the maturing Revolving Credit Loans; and
(c)   to be made to the same Borrower for the purpose of refinancing one or more maturing Revolving Credit Loans.
S&P means Standard & Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc.
Screen Rate means:
(a) for LIBOR, the British Bankers Association Interest Settlement Rate; and
(b) for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union,
for the relevant currency and Term displayed on the appropriate page of the Telerate screen selected by the Facility Agent. If the relevant
page is replaced or the service ceases to be available, the Facility Agent (after consultation with the Company and the Lenders) may
specify another page or service displaying the appropriate rate.
Security Document means:
(a) the U.S. Security and Pledge Agreement; and
(b)   any other document evidencing or creating security over any asset of an Obligor to secure any obligation of any Obligor to a
      Finance Party under the Finance Documents.
Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or
arrangement the effect of which is the creation of security.
Structure Chart means the corporate structure chart referred to in paragraph 5(k) of Part 1 of Schedule 2 (Conditions precedent
documents), which sets out the ownership of the companies in the Dutch and U.S. parts of the Group.
                                                                 11
Subordination Agreement means:
(a) the subordination agreement dated on or about the date of this Agreement between, inter alia , each Dutch Obligor, other members
    of the Group which are creditors to members of the Borrower Groups and certain of the Finance Parties, governed by Dutch law; or
(b)   a subordination agreement dated on or about the date of this Agreement between, inter alia , each U.S. Obligor, other members of
      the Group which are creditors to members of the Borrower Groups and certain of the Finance Parties, governed by New York law.
Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting
capital or similar right of ownership (excluding, when referring to Subsidiaries of the Company (other than in relation to the financial
covenants set out in Clause 22 (Financial Covenants)), Schuitema N.V. and its Subsidiaries) and control for this purpose means the
power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.
However, if at any time the Company (directly or indirectly) owns more than 50% of the voting capital or similar right of ownership in
respect of ICA AB, but does not (under the terms of any relevant voting arrangement) have effective control over the management or
policies of that entity, ICA AB will not at that time be a “Subsidiary”.
Swingline Commitment means:
(a)   in the case of a Swingline Lender on the date of this Agreement, the amount in Dollars set opposite its name in Part 2 of Schedule 1
      (Original Parties) under the heading Swingline Commitment and the amount of any other Swingline Commitment it acquires; or
(b) for any other Swingline Lender, the amount of any Swingline Commitment it acquires,
to the extent not transferred, cancelled or reduced under this Agreement.
Swingline Facility means the swingline facility referred to under Subclause 2.3 (Swingline Facility) and made available under this
Agreement.
Swingline Lender means:
(a)   an Original Lender or an Affiliate of an Original Lender listed in Part 2 of Schedule 1 (Original Parties) as a swingline lender; or
(b)   any other person that becomes a Swingline Lender after the date of this Agreement.
Swingline Loan means a Loan under the Swingline Facility and identified as such in its Request.
Syndication Date means the earlier of:
(a) the date on which the Arrangers confirm to the Company, in accordance with the Appointment Letter, that Successful Syndication
     (as defined in the Appointment Letter) has occurred; and
(b)   30th April, 2004.
                                                                  12
TARGET Day means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is
open for the settlement of payments in Euro.
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest in
connection with any failure by an Obligor to pay or any delay by an Obligor in paying the same).
Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a Tax
described in Subclause 15.3(b) (Tax indemnity).
Tax Payment means a payment made by an Obligor to a Finance Party in any way relating to a Tax Deduction or under any indemnity
given by that Obligor in respect of Tax under any Finance Document.
Term means each period determined under this Agreement:
(a)   by reference to which interest on a Loan or an overdue amount is calculated; or
(b)   for which the Issuing Bank may be under a liability under a Letter of Credit.
Third Party LC means a letter of credit, with an expiry date falling after the Final Maturity Date, issued after the second anniversary of
this Agreement by a third party on behalf of a member of the Group in accordance with Subclause 11.9 (Mandatory reduction of LC
Facility-Third Party LCs).
Total Commitments means the aggregate of the Total Revolving Credit Commitments (incorporating without double counting, for these
purposes, the Total Swingline Commitments) and the Total LC Facility Commitments of all the Lenders.
Total Dollar Revolving Credit Commitments means the aggregate of the Dollar Revolving Credit Commitments of all the Lenders,
being the total amount specified as such in Part 2 of Schedule 1 (Original Parties) at the date of this Agreement.
Total Euro Revolving Credit Commitments means the aggregate of the Euro Revolving Credit Commitments of all the Lenders, being
the total amount specified as such in Part 2 of Schedule 1 (Original Parties) at the date of this Agreement.
Total LC Facility Commitments means the aggregate of the LC Facility Commitments of all the Lenders, being the total amount
specified as such in Part 2 of Schedule 1 (Original Parties) at the date of this Agreement.
Total Revolving Credit Commitments means the aggregate of the Total Dollar Revolving Credit Commitments and the Total Euro
Revolving Credit Commitments.
Total Swingline Commitments means the aggregate of the Swingline Commitments of all the Swingline Lenders, being the total amount
specified as such in Part 2 of Schedule 1 (Original Parties) at the date of this Agreement.
Transfer Certificate means a certificate, substantially in the form set out in the relevant part of Schedule 5 (Forms of Transfer
Certificate), with such amendments as the Facility Agent may approve or reasonably require or any other form agreed between the
Facility Agent and the Company.
U.K. means the United Kingdom.
                                                                 13
      U.S. means the United States of America.
      USD or Dollars means the lawful currency of the U.S.
      U.S. Document means the U.S. Guarantee, the Subordination Agreement described in paragraph (b) of the definition thereof and the U.S.
      Security and Pledge Agreement.
      U.S. Guarantee means a guarantee governed by New York law entered into by a U.S. Obligor in respect of certain obligations of the
      Obligors under the Finance Documents (including any U.S. Guarantee Supplement entered into pursuant thereto).
      U.S. Guarantee Supplement has the meaning given to it in the U.S. Guarantee.
      U.S. Obligor means an Obligor incorporated or organised under the laws of the United States of America or any state of the United States
      of America (including the District of Columbia).
      U.S. Security and Pledge Agreement means the security agreement referred to in paragraph 3(a) of Part 1 of Schedule 2 (Conditions
      precedent documents) (including any Security and Pledge Agreement Supplement (as defined therein) entered into pursuant thereto).
      Utilisation Date means each date on which a Facility is utilised (or, in the case of the deemed utilisation of the LC Facility pursuant to
      Subclause 8.5 (Deemed Issuance of Letters of Credit), deemed to have been utilised).
      Verifiable PMP means a Professional Market Party whose status as such may be determined on the basis of:
      (a) its entry in a public register (including on-line registers available on the internet) of the Dutch Central Bank ( De Nederlandsche
           Bank N.V. ) ( DNB );
      (b)      its rating as provided by a rating agency approved by DNB and as it appears from any public register and/or written statement of
               such rating agency;
      (c)      its balance sheet, as confirmed by an auditor’s statement showing a value of its assets as per the last day of the preceding financial
               year of at least EUR 500,000,000 (or such other amount and/or at such time as may be required pursuant to the Dutch Banking Act
               Exemption Regulation); or
      (d)      a public register published by a regulator (other than DNB) of a country as referred to in Article 1.e. 11 of the Dutch Banking Act
               Exemption Regulation exercising prudential supervision over the relevant Professional Market Party.
1.2         Construction
(a)         In this Agreement, unless the contrary intention appears, a reference to:
            (i)    an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
            (ii)   assets includes present and future properties, revenues and rights of every description;
            (iii) an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration (from or with a
                  governmental, self-regulatory or regulatory authority or agency) or notarisation;
                                                                           14
      (iv) disposal means a sale, transfer, grant, lease (other than an operating lease granted in the ordinary course of business and on
           arm’s length terms by a member of the Group in respect of assets owned by that member of the Group) or other disposal,
           whether voluntary or involuntary, and dispose will be construed accordingly;
      (v) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
      (vi) generally accepted accounting principles means the generally accepted accounting principles in The Netherlands until such
            time that the Company changes its accounting principles to comply with either International Accounting Standards or the
            generally accepted accounting principles of the U.S., in which case it means the International Accounting Standards or the
            generally accepted accounting principles of the U.S., as applicable;
      (vii) a Lender includes a Swingline Lender;
      (viii) a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint
             venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;
      (ix) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if
             not having the force of law, being of a type with which any person to which it applies is generally accustomed to comply) of any
             governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or
             organisation;
      (x) a currency is a reference to the lawful currency for the time being of the relevant country;
      (xi) a Default or Event of Default being outstanding or continuing means that it has not been remedied or waived;
      (xii) a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate
             legislation;
      (xiii) a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;
      (xiv) a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
      (xv) a Finance Document or another document is a reference to that Finance Document or other document as amended, supplemented,
            restated or otherwise modified; and
      (xvi) a time of day is a reference to London time.
(b)   Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar
      month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except
      that:
      (i)   if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there
            is one) or the preceding Business Day (if there is not);
                                                                     15
      (ii)   if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and
      (iii) notwithstanding sub-paragraph (i) above, a period which commences on the last Business Day of a month will end on the last
            Business Day in the next month or the calendar month in which it is to end, as appropriate.
(c)   Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce
      any of its terms under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding any term of any Finance Document, no
      consent of any third party is required for any variation (including any release or compromise of any liability) or termination of that
      Finance Document.
(d)   Unless the contrary intention appears:
      (i) a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;
      (ii) an amount in Euro is payable only in the Euro unit;
      (iii) a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has
            the same meaning in that Finance Document or notice as in this Agreement; and
      (iv) any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any
            payment obligation of an Obligor is or may be outstanding under the Finance Documents.
(e)   The headings in this Agreement do not affect its interpretation.
1.3   Dutch Terms
      In this Agreement, where it relates to a Dutch entity, a reference to:
      (a)    a necessary action to authorise where applicable, includes without limitation:
             (i)    any action required to comply with the Dutch Works Councils Act ( Wet op de ondernemingsraden ); and
             (ii)    obtaining an unconditional positive advice ( advies ) from the competent works council(s);
      (b)    (i) a winding-up, administration or dissolution includes a Dutch entity being:
                     (A) declared bankrupt ( failliet verklaard );
                     (B) dissolved ( ontbonden );
             (ii)    a moratorium includes surséance van betaling and granted a moratorium includes surséance verleend ;
             (iii)   any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice
                     under section 36 of the Dutch Tax Collection Act 1990 ( Invorderingswet 1990 ) or Section 16d of the Dutch Social
                     Insurance Co-ordination Act ( Coördinatiewet sociale verzekeringen );
                                                                      16
            (iv)   a trustee in bankruptcy includes a curator ;
            (v)    an administrator includes a bewindvoerder ; and
            (vi)   an attachment includes a beslag .
1.4   No Cross-Atlantic Indemnity
      Nothing in this Agreement, any Schedule to this Agreement or the Appointment Letter shall (unless the Company and the Dutch
      Borrower agree otherwise in writing after the date of this Agreement) require the Dutch Borrower or any of the Dutch AH Guarantors
      to:
      (a)   provide any guarantee, security interests or other similar agreements or arrangements in favour of the Finance Parties to the
            extent that such guarantee, security interests or other similar agreements or arrangements guarantee or secure payment
            obligations other than those of the Dutch Borrower under the Finance Documents;
      (b)   make any payments of principal or interest to any of the Finance Parties to the extent that such payments are not in relation to
            payment obligations of the Dutch Borrower under the Finance Documents in respect of the Euro Revolving Credit Facility; or
      (c)   make any payments for costs, fees or expenses to, or indemnify any of the Finance Parties against any or all losses, claims,
            damages or liabilities to the extent that such costs, fees or expenses or losses, claims, damages or liabilities are incurred or
            suffered in relation to or in connection with obligations other than those of the Dutch Borrower under the Finance Documents,
      it being understood that (unless the Company and the Dutch Borrower agree otherwise in writing after the date of this Agreement)
      neither the Dutch Borrower nor any Dutch AH Guarantor shall be liable to pay any amount of principal or interest (or any amounts in
      lieu thereof) under the Dollar Revolving Credit Facility, the Swingline Facility or the LC Facility.
      The provisions of this Subclause 1.4 shall survive any termination or lapse of this Agreement or repayment or cancellation in full in
      respect of the Facilities.
2.    FACILITIES
2.1   Dollar Revolving Credit Facility
      Subject to the terms of this Agreement, the Lenders make available to the U.S. Borrower a secured revolving credit facility
      denominated in Dollars in an aggregate amount equal to the Total Dollar Revolving Credit Commitments.
2.2   Euro Revolving Credit Facility
      Subject to the terms of this Agreement, the Lenders make available to the Dutch Borrower a secured revolving credit facility
      denominated in Euros, in an aggregate amount equal to the Total Euro Revolving Credit Commitments.
2.3   Swingline Facility
      Subject to the terms of this Agreement, the Swingline Lenders make available to the U.S. Borrower a secured swingline facility in an
      aggregate amount equal to the Total Swingline Commitments.
                                                                     17
      For the purposes of determining the availability of Dollar Loans under this Agreement, the Swingline Facility forms part of, and is not
      independent from, the Dollar Revolving Credit Facility, so that there is not intended to be any double counting of the Swingline
      Commitments and the Dollar Revolving Credit Commitments of a Lender (or among Lenders which are Affiliates). The relationship
      between the Swingline Commitments and the Dollar Revolving Credit Commitments is set out in Subclause 6.4 (Relationship with
      Dollar Revolving Credit Facility).
2.4   Letters of Credit
      Subject to the terms of this Agreement, the Lenders make available to the U.S. Borrower (or such other entity as may be requested by
      the U.S. Borrower provided that the Issuing Bank and the Facility Agent are satisfied (in their sole discretion and with the advice of
      their counsel) that the Finance Parties have equivalent recourse to the U.S. Borrower in respect of any such letter of credit so made
      available) a secured letter of credit facility in an aggregate amount equal to the Total LC Facility Commitments.
2.5   Nature of a Finance Party’s rights and obligations
      Unless otherwise agreed by all the Finance Parties:
      (a)   the obligations of a Finance Party under the Finance Documents are several;
      (b)   failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance
            Documents;
      (c)   no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;
      (d)   the rights of a Finance Party under the Finance Documents are separate and independent rights;
      (e)   a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and
      (f)   a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.
2.6   Lender Representation
      Each Lender represents that it is a Professional Market Party as at the date of this Agreement.
3.    PURPOSE
3.1   Revolving Credit Loans
      Each Revolving Credit Loan may only be used for working capital and general corporate purposes of the Group, except that a
      Revolving Credit Loan may not be applied in financing acquisitions or capital expenditure by any member of the Group.
3.2   Swingline Loans
      Each Swingline Loan may only be used for working capital and general corporate purposes of the Group. A Swingline Loan may not
      be applied in payment or prepayment of another
                                                                     18
      Swingline Loan or for the purpose of financing acquisitions or capital expenditure by any member of the Group.
3.3   Letters of Credit
      Each Letter of Credit may only be issued for insurance, working capital and general corporate purposes of the Group. No Letter of
      Credit may be issued by way of credit substitution for the purposes of procuring (directly or indirectly) additional financing
      arrangements for the Group not in existence at the date of this Agreement.
3.4   No obligation to monitor
      No Finance Party is bound to monitor or verify the utilisation of the Facility.
4.    CONDITIONS PRECEDENT
4.1   Conditions precedent documents
      A Request may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the
      documents and evidence set out in Part 1 of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to the
      Facility Agent. The Facility Agent must give this notification to the Company, the Swingline Agent and the Lenders promptly upon
      being so satisfied.
4.2   Further conditions precedent
      The obligations of each Lender to participate in any Credit are subject to the further conditions precedent that on both the date of the
      Request and the Utilisation Date for that Credit:
      (a)   the Repeating Representations are true, correct and accurate in all respects;
      (b)   no Default or, in the case of a Rollover Loan, no Event of Default is outstanding or would result from the making of the Credit;
            and
      (c)   (other than in relation to a Rollover Loan) where the Request is delivered after the end of a Measurement Period but prior to
            delivery of each Compliance Certificate in respect of that Measurement Period, the Company (or the relevant Borrower on its
            behalf) certifies in that Request that, in respect of the most recently ended Measurement Period, there will not be a breach of any
            of the financial covenants set out in Clause 22 (Financial Covenants).
4.3   Maximum number
      Unless the Facility Agent agrees:
      (a)   a Request may not be given if, as a result, there would be more than ten Loans outstanding; and
      (b)   a Request for a Swingline Loan may not be given if, as a result, there would be more than three Swingline Loans outstanding.
                                                                      19

				
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