Procedures

Koninklijke Ahold N.V.

Charter of the Supervisory Board

This charter ("charter") was adopted by the Supervisory Board (the "supervisory board") of Koninklijke Ahold N.V. (the "company") on January 26, 2004 and amended by the supervisory board from time to time.


Article 1
Status and contents of the rules

1.1. These rules are complementary to the rules and regulations (from time to time) applicable to the supervisory board under Dutch law or the company's articles of association.

1.2. Where these rules are inconsistent with Dutch law or the company's articles of association, the latter shall prevail. Where these rules conform to the company's articles of association but are inconsistent with Dutch law, the latter shall prevail. If one or more provisions of these rules are or become invalid, this shall not affect the validity of the remaining provisions. The supervisory board shall replace the invalid provisions by those which are valid and the effect of which, given the contents and purpose of these rules is, to the greatest extent possible, similar to that of the invalid provisions.

1.3. These following annexes are attached to, and form an integral part of, these rules:
Annex A: the profile of the supervisory board's scope and composition.
Annex B: the resignation rota for members of the supervisory board.
Annex C: the rules governing the audit committee of the supervisory board.
Annex D: the rules governing the remuneration committee of the supervisory board.
Annex E: the rules governing the selection and appointment committee of the supervisory board.

1.4. These rules have been prepared on the basis of the Dutch corporate governance code as published by the Tabaksblat Committee on 9 December 2003 (the "code") (and proposed legislation amending Book 2 of the Civil Code in connection with the adjustment of the structure regime as was adopted by the Lower Chamber of Parliament on 9 September 2003). The code formulates certain best practices applicable to the supervisory board and its committees. Annex F to these rules specifies where the best practices were followed or, if not, the reason(s) for not doing so.

1.5. In its resolution adopted on 26 January 2004, the executive board of the company ("executive board") unanimously declared that: it will comply with, and be bound by the obligations arising from, these rules to the extent that they apply to it and its members (including articles 4.2, 11.4, 13.2, 13.3, 13.4, 14.2 and 14.4 of these rules).

1.6. These rules are published on the company's website www.ahold.com.

Article 2
Responsibilities of the supervisory board

2.1. The supervisory board shall be responsible for supervising the company's management and the company's general affairs and the business connected with it, and for advising the executive board. In discharging its duties, the supervisory board shall be guided by the interests of the company and its business; it shall take into account the relevant interests of all those involved in the company (including the company's shareholders). The supervisory board is responsible for the quality of its own performance.

2.2. The responsibilities of the supervisory board shall include amongst other:

  1. supervising and monitoring, and advising the executive board on: (i) the company's performance, (ii) the company's strategy and risks inherent to its business activities, (iii) the structure and management of the internal risk management and control systems, (iv) the financial reporting process and (v) compliance with legislation and regulations;
  2. disclosing, complying with and enforcing the company's corporate governance structure;
  3. approving the annual accounts and approving the company's annual budget and major capital expenditures;
  4. selecting, and recommending the appointment of, the company's external auditor;
  5. selecting, and recommending the appointment of the members of the executive board, proposing the remuneration policy for members of the executive board (such policy to be adopted by the general meeting of shareholders of the company (the "general meeting"), fixing the remuneration (in accordance with the remuneration policy) and contractual terms and conditions of employment of members of the executive board;
  6. selecting and recommending the appointment of the members of the supervisory board and proposing the remuneration of its members;
  7. evaluating and assessing the functioning of the executive board, the supervisory board, and their individual members (including the evaluation of the supervisory board's profile and the induction, education and training program (see articles 3.1. and 8));
  8. handling, and deciding on, reported potential conflicts of interests within the meaning of article 11 between the company on the one side and members of the executive board, the external auditor and the major shareholder(s) on the other side and;
  9. handling, and deciding on, reported alleged irregularities that relate to the functioning of the executive board within the meaning of article 12.

2.3. The supervisory board shall prepare and publish a report on its functioning and activities and of the committees during the preceding financial year. The report to be included in the annual report of the company shall at least include the information referred to in articles 3.4, 3.6, 5.3, 10.4, 16.

Article 3
Composition, expertise and independence of the supervisory board

3.1. The supervisory board consists of such number of members as fixed in accordance with article 21 of the articles of association of the company. The supervisory board shall prepare a profile of its scope and composition, taking into account the nature of the business, its activities, and the desired expertise, experience and independence of its members. The supervisory board shall evaluate the profile annually. The present profile of the supervisory board is attached as Annex A and is published on the company's website as referred to in article 1.6.

3.2. The composition of the supervisory board shall be such that the combined experience, expertise and independence of its members meet the profile attached as Annex A and enables the supervisory board to best carry out the variety of its responsibilities and duties to the company and all others involved in the company (including its shareholders), consistent with applicable law and regulations. The division of duties among the members of the supervisory board follows from the profile attached as Annex A.

3.3. In composing the supervisory board, the following requirements must be observed:

  1. all of its members must be capable of assessing the broad outline of the overall policy of the company and its business;
  2. each of its members must match the applicable profile attached as Annex A and, by way of their respective participation in the supervisory board (upon (re)appointment and thereafter), the supervisory board as a whole must be composed in accordance with article 3.2.;
  3. at least one of the members of the supervisory board must have relevant expertise in financial administration and accounting for listed companies or other large companies;
  4. all of its members, with the exception of no more than one person, must be independent within the meaning of article 3.4;
  5. none of its members may be appointed after his/her third 4-year term, or his/her twelfth year in office;
  6. the main duties and/or the number and nature of other supervisory board memberships held by a member of the supervisory board should be such that they do not interfere with a proper exercise of the duties as a member of the supervisory board of the company. A member of the supervisory board shall at times notify the company of any changes in his or her duties and other supervisory board memberships;
  7. one of its members may be a member of the executive board of the administrative trust that holds and administers the shares in the company's capital by way of fiducia cum amico (ten titel van beheer);
  8. the chairman of the supervisory board may not be a former member of the executive board.

3.4. Members of the supervisory board will not be considered independent within the meaning of article 3.3 (and will accordingly be considered independent if none of the following provisions below apply to him/her) if he/she or his/her wife/husband, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree:

  1. has been an employee or member of the company's executive board (including associated companies as referred to in section 1 of the 1996 Disclosure of holdings in listed companies act (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996) in the five years prior to his/her appointment;
  2. receives personal financial compensation from the company other than the compensation received for the work performed as a supervisory board member and in so far as this is not in keeping with the normal course of business;
  3. has had an important business relationship with the company or a company associated with it in the year prior to his/her appointment. This will in any event include the situation where a supervisory board member, or the firm of which he/she is a shareholder, partner, associate or advisor, has acted as advisor to the company (consultant, external auditor, civil notary and lawyer) and the situation where a supervisory board member is a executive board member or an employee of any bank with which the company has a lasting and significant relationship;
  4. is a member of the executive board of a company, of which a member of the company's executive board (that he/she supervises) is a supervisory board member (cross-ties);
  5. holds at least ten percent of the shares in the company (including the shares held by natural persons or legal entities that co-operate with him/her under a legal, tacit, oral or written agreement);
  6. is a member of the executive or supervisory board - or is a representative in some other way - of a legal entity that holds at least ten percent of the shares in the company, unless such entity is a member of the same group as the company;
  7. has temporarily managed the company during the preceding twelve months while members of the executive board were absent or unable to discharge their duties. In the supervisory board's report, the supervisory board shall declare whether in its view article 3.3 d) has been fulfilled. It shall also indicate which supervisory board member it considers to be not independent (if any).

3.5. The supervisory board may appoint in accordance with its articles of association one or more members as "delegated" supervisory board members. Delegated supervisory board members are supervisory board members with a special task. The delegated authority may not exceed the duties of the supervisory board member him/herself and does therefore not include managing the company; it entails more intensive supervision and advice and more frequent consultation with the executive board. The delegation shall be of a temporary nature only. The delegation may not detract from the function and power of the supervisory board. Delegated supervisory board members remain members of the supervisory board.

3.6. Each member of the supervisory board shall be required to submit to the board's chairman such information as is necessary to record or update, as the case may be, his/her:

  1. gender;
  2. age;
  3. profession;
  4. principal position;
  5. nationality;
  6. other positions; as far as relevant to the duties as a member of the supervisory board;
  7. date of initial appointment;
  8. current term in office.

The chairman shall procure that such information is published in the supervisory board's report.

Article 4
Chairman, vice-chairman and company secretary

4.1. The supervisory board shall appoint one of its members as chairman. The chairman so appointed shall have the title of "Chairman of the supervisory board" (President-Commissaris). The chairman shall appoint a vice-chairman. The chairman determines the agenda, chairs the meetings of the supervisory board, monitors the proper functioning of the supervisory board and its committees, arranges for the adequate submission of information to the members of the supervisory board, ensure that there is sufficient time for decision taking, arranges for the induction and training program for members of the supervisory board, acts on behalf of the supervisory board as main contact for the executive board, initiates the evaluation of the functioning of the supervisory board and of the executive board, and as chairman ensures the orderly and efficient conduct of the general meeting.

The chairman of the supervisory board ensures:

  1. the co-ordination of the supervisory board's decision-taking process;
  2. the adequate and timely submission of information to the members of the supervisory board as necessary for the proper performance of their duties; 
  3. that there is ample time for consultation, consideration and decision-taking by the supervisory board; 
  4. the steering, and procuring the adequate performance of, the committees of the supervisory board; 
  5. the annual evaluation and assessment of the functioning of the members of the executive board and the supervisory board; 
  6. the appointment of a vice-chairman of the supervisory board;
  7. that the contact with the executive board is productive and that the results thereof are timely and prudently communicated to the other members of the supervisory board;
  8. receiving, and deciding on, reported potential conflicts of interests within the meaning of article 11;
  9. receiving, and deciding on, reported alleged irregularities relating to the functioning of the members of the executive board within the meaning of article 12.

4.2. The supervisory board shall be assisted by a company secretary to be appointed and dismissed - whether or not at the recommendation of the supervisory board - by the executive board. The company secretary shall be primarily responsible for:

  1. compliance of the supervisory board's functioning with Dutch law, the company's articles of association and the rules and regulations issued pursuant thereto (including the code and these rules);
  2. assisting the chairman of the supervisory board in the logistics of the supervisory board (information, agenda, evaluation, etc.);
  3. the induction, education and training program.

Article 5
Supervisory board committees

5.1. The supervisory board shall have at least three standing committees, i.e., the audit committee, the remuneration committee and the selection and appointment committee, to be appointed by the supervisory board from its own members. The (entire) supervisory board remains responsible for its decisions even if they were prepared by one of the board's committees.

5.2. The supervisory board shall prepare rules governing the respective committee's practices and principles (responsibilities, composition, meetings, etc.). The present rules of the respective committees are attached as Annexes C, D and E.

5.3. The composition of the committees, the number of committee meetings and the main items to be discussed therein shall be recorded in the supervisory board's report. The rules governing the respective committees practices and principles and the composition of its respective members shall be placed on the company's website as referred to in article 1.6.

5.4. Should one or more committees as referred to in article 5.1. not be instituted, their respective practice and principles as set forth in the relevant Annex shall apply mutatis mutandis to the supervisory board. 5.5. The supervisory board shall receive from each committee a report of its deliberations and findings, as soon as practically possible after each meeting of such committee.

Article 6
(Re)appointment, term and resignation

6.1. The members of the supervisory board shall be appointed in the manner as provided in the company's articles of association on the recommendation or nomination of the supervisory board. The recommendation or nomination for appointment shall state the reasons for it. On re-appointment, the manner in which the candidate fulfilled his/her duties as member of the supervisory board shall be taken into account. Members of the supervisory board shall hold office for a maximum period of four years and shall thereafter be eligible for re-appointment, provided that no member shall hold office for more than three 4-year terms or twelve years, as the case may be.

6.2. The supervisory board shall prepare a resignation rota to prevent, to the greatest extent possible, re-appointments occurring simultaneously. The present resignation rota of the supervisory board is attached as Annex B and is published on the company's website as referred to in article 1.6. Subject to article 6.3., members of the supervisory board shall resign in accordance with the resignation rota.

6.3. Members of the supervisory board shall resign early in the event of inadequate performance, structural incompatibility of interests, and other instances where resignation is deemed necessary at the discretion of the supervisory board.

6.4. Members of the supervisory board who take on the management of the company temporarily, where the executive board members are absent or unable to discharge their duties, shall (temporarily) resign from the supervisory board in order to do so.


Article 7
Remuneration

7.1. The supervisory board shall from time to time submit proposals to the general meeting in respect of the remuneration to be paid to the chairman and other members of the supervisory board. The remuneration of a supervisory board member may not be made dependent on the company's results. If the members of the supervisory board are required to charge VAT on their fees, the company shall pay the amount of VAT.

7.2. In fixing the remuneration of the supervisory board, the following requirements must be observed: a. none of its members may be granted shares or options or similar rights to acquire shares in the company's capital by way of remuneration; b. none of its members may hold shares in a company on whose board he sits other than for long-term investment and in accordance with the regulations as described below; c. none of its members may accept personal loans or guarantees from the company.

7.3. Members of the supervisory board shall be reimbursed for all reasonable costs incurred in connection with their attendance of meetings. Any other expenses shall only be reimbursed, either in whole or in part, if incurred with the prior consent of the chairman; the chairman will inform the supervisory board on an annual basis.

7.4. The remuneration shall be determined by the general meeting of shareholders and be agreed in writing between the company and each individual member of the supervisory board. The notes to the annual accounts shall contain full and detailed information on the amount and structure of the remuneration of supervisory board members.

Article 8
Induction program and ongoing training and education

8.1. Once appointed, each member of the supervisory board shall follow an induction program, prepared and sponsored by the company, addressing:

  1. general financial and legal affairs;
  2. financial reporting by the company;
  3. specific aspects unique to the company and its business activities;
  4. responsibilities of members of the supervisory board.

8.2. The supervisory board shall evaluate the induction program annually to identify any other specific aspects in respect of which further training and education is required, such evaluation sponsored by the company.

Article 9
Supervisory board meetings (board calendar, teleconferencing, participants, minutes)

9.1. The supervisory board shall hold at least six meetings per year and whenever one or more of its members have requested a meeting. Supervisory board meetings are generally held at the offices of the company, but may also take place elsewhere. In addition, meetings may be held by telephone or videoconference provided that all participants can hear each other simultaneously.

9.2. Members of the supervisory board who are frequently absent during meetings of the supervisory board shall be asked by the chairman to explain their absence. Frequent absences shall be reported in the annual report of the company.

9.3. Unless the supervisory board decides otherwise, meetings of the supervisory board shall be attended by one or more members of the executive board, save for meetings concerning:

  1. the evaluation of the functioning of the executive board and its individual members, and the conclusions to be drawn from that evaluation
  2. the evaluation of the functioning of the supervisory board and its individual members, and the conclusions to be drawn from that evaluation;
  3. the desired profile, scope and composition of the supervisory board;
  4. the potential conflicts of interests of members of the executive board within the meaning of article 11.

The external accountant of the company shall be requested to attend each supervisory board meeting at which the examination, adoption and, if applicable, approval of the annual accounts are discussed. The external accountant shall receive the financial information underlying the adoption of the quarterly or half yearly accounts and other interim financial reports and shall be given the opportunity to respond to all information.

9.4. Meetings shall be convened by the company secretary on behalf of the member(s) requesting the meeting. Where this is practically possible, notices convening a meeting and the agenda of items to be considered and discussed therein shall be dispatched seven working days before the meeting and sent to each member of the supervisory board and the chairman of the executive board.

9.5. Minutes of the meeting shall be prepared by the secretary of the meeting. They shall generally be adopted in the next meeting. A certificate signed by the chairman and the secretary of the meeting confirming that the supervisory board had adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties. If all members of the supervisory board agree on the contents of the minutes, they may be adopted earlier. The minutes shall be signed for adoption by the chairman and shall be dispatched to all members of the supervisory board as soon as practically possible. The company secretary may issue and sign extracts of the adopted minutes.

Article 10
Supervisory board resolutions (quorum, votes, items to be considered)

10.1. The supervisory board can only validly adopt resolutions in a meeting at which at least one half of its members is present or represented, with the proviso that members who have a conflict of interest as referred to in article 11 shall not be taken into account when calculating this quorum. The resolutions of the supervisory board shall be taken by an absolute majority of votes. The supervisory board may also adopt resolutions outside a meeting, provided that all members of the supervisory board have had the opportunity to voice their opinion in respect of the proposal concerned and that no member has objected to this form of decision-taking, provided that members who have a conflict of interest as referred to in article 11 shall not participate in the voting. The chairman shall prepare and sign a report of the resolution adopted in this manner, enclosing any written replies received. The adoption of resolutions outside a meeting must be reported at the next meeting.

10.2. Subject to article 11, the supervisory board can only adopt resolutions outside a meeting if at least three-fourths of the members have declared themselves in favor of the proposal.

10.3. The ongoing items to be considered and discussed at supervisory board meetings include reviewing the company's budget and financial results, approving major decisions requiring supervisory board action, discussing and approving corporate strategy (and changes thereto) with the executive board (e.g. long-term strategy, capital expenditures in excess of the company's budget, long-term capital structures, new lines of business, major acquisitions and divestments) and receiving reports from the supervisory board's committees.

10.4. At least once a year, the supervisory board shall discuss:

  1. the functioning of the supervisory board and its individual members, and the conclusions to be drawn on the basis thereof;
  2. the desired profile, composition and competence of the supervisory board;
  3. the functioning of the executive board and its individual members and the conclusions to be drawn on the basis thereof;
  4. the evaluation of the induction, education and training program as referred to in article 8;
  5. the corporate strategy, the risks of the business and the result of the evaluation by the executive board of the structure and operation of the internal risk management and control systems, as well as any significant changes thereto. The report of the supervisory board will refer to the fact that the meeting(s) was/were held.

Article 11
Conflict of interest

11.1 A supervisory board member shall not participate in the discussions and/or decisiontaking process on a subject or transaction in relation to which he/she has a conflict of interest with the company within the meaning of article 11.2. Such transaction, if approved, must be concluded on terms at least customary in the sector concerned. The chairman of the supervisory board shall procure that transactions in respect of which supervisory board members have a conflict of interest will be referred to in the company's annual report with reference to the conflict of interest and a declaration that articles 11.1, 11.2 and 11.3 were complied with.

11.2 A member of the supervisory board shall in any event have a conflict of interest that is of material significance to the company and/or the relevant member of the supervisory board ("conflict of interest") with the company if:

  1. he/she has a personal financial interest in a company with which the company intends to enter into a transaction;
  2. he/she has a family law relationship (familierechtelijke verhouding) with his/her wife/husband, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree who is a member of the executive or supervisory board of a company with which the company intends to enter into a transaction;
  3. he/she is a member of the executive or supervisory board of, or holds similar office with, a company with which the company intends to enter into a transaction;
  4. under applicable law, including the rules of any exchange on which the company's shares are listed, such conflict of interest exists or is deemed to exist;
  5. the chairman of the supervisory board, or if applicable, the vice chairman, at his/her sole discretion has ruled that such conflict of interest exists or is deemed to exist.

11.3. Each supervisory board member (other than the chairman of the supervisory board) shall immediately report any potential conflict concerning a supervisory board member to the chairman of the supervisory board. The supervisory board member with such (potential) conflict of interest must provide the chairman of the supervisory board with all information relevant to the conflict of interest, including information relating to the persons with whom he/she has a relationship under family law (familierechtelijke verhouding) / his/her wife/husband, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. In all circumstances other than the ones listed in article 11.2 under d) and e), the chairman of the supervisory board will determine whether a reported (potential) conflict of interest qualifies as a conflict of interest to which article 11.1 applies.

In case the chairman of the supervisory board has a potential conflict of interest he shall immediately report such potential conflict to the vice-chairman of the supervisory board. The chairman of the supervisory board must provide the vice-chairman of the supervisory board with all information relevant to the conflict of interest, including information relating to the persons with whom he/she has a relationship under family final.doc law (familierechtelijke verhouding) / his/her wife/husband, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. In all circumstances other than the ones listed in article 11.2 under d) and e), the vicechairman of the supervisory board will determine whether a reported (potential) conflict of interest qualifies as a conflict of interest to which article 11.1 applies.

11.4. Article 11.2 applies mutatis mutandis to members of the executive board, it being understood that the reference to the chairman of the supervisory board in article 11.2 sub e) must be read as a reference to the supervisory board. In addition, a conflict of interest is deemed to exist in case the company intends to enter into a transaction with a person or entity that holds at least ten percent of the shares in the company.

Each member of the executive board shall immediately report any potential conflict of interest concerning a member of the executive board to the chairman of the supervisory board. The executive board member with such (potential) conflict of interest must provide the chairman of the supervisory board with all information relevant to the conflict of interest, including information relating to the persons with whom he/she has a relationship under family law (familierechtelijke verhouding) / his/her wife/husband, registered partner or other life companion, foster child and relatives by blood or marriage up to the second degree. In all circumstances other than the ones listed in article 11.2 under d) and e), the supervisory board will determine whether a reported (potential) conflict of interest qualifies as a conflict of interest pursuant to which the transaction must be concluded on terms at least customary in the sector concerned and be approved by the supervisory board. The chairman of the supervisory board shall procure that these transactions will be referred to in the company's annual report with reference to the conflict of interest and a declaration that this article 11.4 was complied with.

11.5. The external auditor shall in any event have a conflict of interest with the company, if:

  1. the external auditor or its firm engages in prohibited non-audit activities for the company;
  2. the responsible partner in the external auditors firm has been in charge of the audit activities for the company during a continuous period of five years without rotation;
  3. under applicable law, including the rules of any exchange on which the company's shares are listed, such conflict of interest exists or is deemed to exist;
  4. the supervisory board at his/her sole discretion has ruled that such conflict of interest exists or is deemed to exist.

The external auditor of the company, as well as each member of the executive and supervisory board shall immediately report any potential conflict concerning the external auditor to the chairman of the supervisory board. The external auditor of the company, as well as each member of the executive and supervisory board must provide all information relevant to the conflict of interest to the chairman of the supervisory board. In all circumstances other than the ones listed under c) and d) above the supervisory board will determine whether a reported (potential) conflict of interest qualifies as a conflict of interest pursuant to which the appointment of the external auditor will have to be reconsidered or other measures must be taken to resolve it. The chairman of the supervisory board shall procure that those measures will be mentioned in the company's annual report with reference to the conflict of interest and a declaration that this article 11.5 was complied with.


Article 12
Complaints, whistle blowers

12.1. The executive board shall ensure that employees have the opportunity, without jeopardizing their legal position, to report alleged irregularities of a general, operational and financial nature within the company to the chairman of the executive board or to an officer designated for such purpose by him.

12.2. Alleged irregularities that relate to the functioning of the members of the executive board shall be reported to the chairman of the supervisory board.

12.3. The arrangements for whistleblowers will be placed on the company's website as referred to in article 1.6.

Article 13
Information, relationship with the executive board

13.1 The supervisory board, and its individual members, has their own responsibility for obtaining all information from the executive board and the external auditor that the supervisory board requires for the due performance of its duties. If the supervisory board deems necessary, it may obtain information from officers and external advisors of the company. The executive board shall provide the necessary means for this purpose. The supervisory board may require that certain officers and external advisors attend its meetings.

13.2 The executive board shall timely provide the supervisory board with information (if possible, in writing) on all facts and developments concerning the company which the supervisory board may need to function as required and to properly carry out its duties.

13.3 The executive board shall quarterly provide the supervisory board with a report prepared in a format as agreed from time to time and setting out detailed information on inter alia finance, marketing, investments and staff. This periodic report shall be accompanied by a letter from the executive board containing an explanation of, and comments on, the above as well as information concerning its policies.

13.4 Each year, without prejudice to the above, the executive board shall provide the supervisory board with a budget for the following year, an up-to-date version of its long-term plans, the main features of the strategic policy, the general and financial risks, the management and control systems of the company and the compliance with all relevant laws and regulations.

13.5 If a member of the supervisory board should receive information or indications relevant to the supervisory board in the proper performance of its supervisory and advisory tasks (from a source other than the executive or supervisory board), he shall make this information available to the chairman as soon as possible. The chairman of the supervisory board shall subsequently inform the entire supervisory board.

Article 14
Relationship with the shareholders

14.1. In accordance with the company's articles of association, general meetings of shareholders may be convened at the request of the executive board or the supervisory board. The person(s) convening the meeting shall ensure that it is held in due time and that the shareholders are informed by means of a shareholders circular of all facts and circumstances relevant to the item(s) on the agenda. The shareholders circular will be placed on the website of the company, referred to in article 1.6.

14.2. The members of the company's executive and supervisory board shall participate in shareholders meetings, unless they are prevented from attending on serious grounds. In conformity with the articles of association of the company, the chairman shall, as a general rule, chair the general meetings, and shall decide on the contents of resolutions. The ruling pronounced by the chairman in respect of the outcome of a vote in a general meeting shall be decisive subject to the provisions of article 2:13 Dutch Civil Code.

14.3. The supervisory board shall provide the general meeting with any information it may require concerning an item on the agenda, unless important interests (zwaarwegende belangen) of the company or any law, rules or regulations applicable to the company prevent it from doing so. The supervisory board shall specify the reasons for invoking such important interests.

14.4. Each significant change in the company's corporate governance structure and the compliance of the code shall be addressed in a separate item on the agenda for discussion with the general meeting.

Article 15
Holding and Trading Securities

15.1. Any shareholding in the company by members of the supervisory board is for the purpose of long-term investment.

15.2. Members of the supervisory board are bound to the Ahold Rules concerning Inside Information.

15.3. With respect to the ownership of and transactions with securities other than regulated by the Ahold Rules concerning Inside Information, Supervisory Board members must at all times comply with all Dutch and foreign statutory provisions and regulation applicable thereto.

15.4. A member of the supervisory board shall once a quarter report to the Central Officer (as referred to in the Ahold Rules concerning Inside Information) all changes in his/her holding of securities related to Dutch listed companies which have occurred during the quarter preceding the relevant report. However, such report need not be made if during the quarter concerned he/she has invested exclusively in listed investment funds or has transferred the discretionary management of his/her securities portfolio to an independent third party by means of a written mandate agreement. In that case, the report must state that this exemption applied without interruptions during the entire quarter concerned. If the exemption is applied on the basis of the transfer of the discretionary management of the securities portfolio to an independent third party, the name and office address of the third party concerned must be reported and a copy of the agreement with such third party must be submitted. The information provided to the Central Officer under this clause 15.4 shall be part of the register referred to in the Ahold Rules concerning Inside Information. The Central Officer shall report annually to the CEO and the Chairman of the supervisory Board.

Article 16
Confidentiality

Members of the supervisory board shall treat all information and documentation acquired within the framework of their membership with the necessary discretion and, in the case of classified information, with the appropriate secrecy. Classified information shall not be disclosed outside the supervisory or executive board, made public or otherwise made available to third parties, even after resignation from the supervisory board, unless it has been made public by the company or it has been established that the information is already in the public domain.

Article 17
Non-compliance, amendment

Without prejudice to the provisions of articles 1.2 and 14.4, these rules may be amended by a resolution of the supervisory board to that effect. Such resolutions shall be referred to in the supervisory board's report.

Article 18
Governing law and jurisdiction

18.1 These rules shall be governed by and construed in accordance with the law of the Netherlands.

18.2 The courts of Haarlem, the Netherlands, shall have exclusive jurisdiction to settle any dispute arising from or in connection with these rules (including any dispute regarding the existence, validity or termination of these rules).