Food Lion 2002 Annual Report Download - page 66

64 |Delhaize Group |Annual Report 2002
ADDITIONAL INFORMATION
Reference Document for the Public Solicitation of Funds
On March 24, 2003, the Belgian Banking and Finance Commission
authorized Delhaize Group to use the present annual report as a ref-
erence document each time it solicits funds from the public in the
context of Title II of the Belgian Royal Decree n° 185 of July 9, 1935,
through the procedure of dissociated information, and this until pub-
lication of its next annual report.
In the context of this procedure, a transaction note needs to be attached
to the annual report. The annual report together with the transaction
note constitute the prospectus pursuant to the requirements of article
29 of the Belgian Royal Decree n° 185 of July 9, 1935.
In accordance with article 29ter, §1, par. 1 of the Belgian Royal
Decree of July 9, 1935, this prospectus must be submitted to the
Banking and Finance Commission for its approval.
Company Statute
Delhaize Brothers and Co. “The Lion” (Delhaize Group) SA is a
Belgian company incorporated in 1867 and converted into a limited
company on February 22, 1962.
Corporate Purpose
Article Two of the Articles of Association :
The corporate purpose of the Company is the trade of durable or non-
durable merchandise and commodities, of wine and spirits, the manu-
facture and sale of all articles of mass consumption, household arti-
cles, and others, as well as all service activities.
The Company may carry out in Belgium or abroad all industrial, com-
mercial, movable, real estate or financial transactions that favor or
expand directly or indirectly its industry and trade.
It may acquire an interest, by any means whatsoever, in all business-
es, corporations, or enterprises with an identical, similar or related cor-
porate purpose or which favor the development of its enterprise,
acquire raw materials for it, or facilitate the distribution of its products.
Appropriation of Available Profit for Fiscal Year 2002
The breakdown of the available profit of EUR 147.6 million of the
Company is as follows: EUR 65.7 million will be carried forward;
EUR 81.3 million represents the proposed dividend to shareholders; and
EUR 0.6 million represents the directors’ share of profit (see page 57).
Capital
As of December 31, 2002, Delhaize Group SA had capital of
EUR 46,196,352, represented by 92,392,704 shares with no nominal
value. At the end of 2001, the capital of Delhaize Group SA was
EUR 46,196,352, represented by 92,392,704 shares.
In 2002, the number of outstanding Delhaize Group shares, including
the treasury shares, remained stable at 92,392,704. The weighted
average number of Delhaize Group shares outstanding, excluding the
treasury shares, was 92,068,177 in 2002.
In April 2002, Delhaize Group's Board of Directors adopted the
Delhaize Group 2002 Stock Incentive Plan (the "2002 Incentive
Plan"), an incentive plan that is primarily targeted to the management
of Delhaize America and its subsidiaries. The 2002 Incentive Plan was
approved by Delhaize Group's shareholders at the May 2002 Annual
General Meeting. On May 22, 2002, the Board of Directors issued
3,853,578 warrants to the beneficiaries of the newly adopted 2002
Incentive Plan, with 1,793,825 of those warrants representing newly
issued warrants and 2,059,753 of those warrants representing previ-
ously outstanding options transferred from Delhaize America's 2000
Stock Incentive Plan to the 2002 Incentive Plan. The 2002 Incentive
Plan replaced the Delhaize America Stock Incentive Plan and allowed
Delhaize Group to satisfy option exercises in a more cost effective
manner. Warrants issued under the 2002 Incentive Plan become exer-
cisable as determined by the Board of Directors or a committee of the
Board of Directors on the date of grant, provided that no warrant may
be exercised more than ten years after the date of grant. Warrants may
be either non-qualified stock options or incentive stock options. The
warrants issued in 2002 will be exercisable until 2012. As of
December 31, 2002, there were 3,719,254 warrants outstanding under
the 2002 Incentive Plan, 134,324 warrants having been forfeited.
In June 2002, the Delhaize Group Board of Directors launched a stock
option plan for its management employees of non-U.S. operating com-
panies. The Board of Directors authorized the offer of a maximum of
220,000 options to acquire 220,000 Delhaize Group ordinary shares
as incentive compensation to approximately 540 managers in
Belgium and other executives in non-U.S. operating companies of
Delhaize Group. The recipients of the options are able to exercise the
options from January 1, 2006 through June 5, 2009. The exercise
price of each option is EUR 54.30. As of August 3, 2002, the closing
date of the offer, 158,300 options to acquire Delhaize Group ordinary
shares were accepted. As of December 31, 2002, 155,300 options
were outstanding under this plan.
In June 2001, the Delhaize Group Board of Directors launched a
stock option plan for its management employees of non-U.S. operating
companies. The Board of Directors authorized the offer of a max-
imum of 150,000 options to acquire 150,000 Delhaize Group ordinary
shares as incentive compensation to approximately 480 managers in
Belgium and other executives in non-U.S. operating companies of
Delhaize Group. The recipients of the options are able to exercise the
options from January 1, 2005 through June 4, 2008. The exercise
price of each option is EUR 64.16. As of August 3, 2001, the closing
date of the offer, 134,900 options to acquire Delhaize Group ordinary
shares were accepted. As of December 31, 2002, 132,900 options
were outstanding under this plan.
In May 2000, the Delhaize Group Board of Directors authorized the
grant of warrants to subscribe to a maximum of 130,000 Delhaize
Group ordinary shares during various exercise periods between June
2004 and December 2006. Delhaize Group had issued 115,000 war-
rants entitling beneficiaries to subscribe to 115,000 ordinary shares.
As of December 31, 2002, 114,200 of these warrants were outstand-
ing at an exercise price of EUR 63.10 per warrant.
Prior to the adoption of the 2002 Incentive Plan, Delhaize America
sponsored a stock incentive plan under which options to purchase
Delhaize Group ADRs were primarily granted to officers and
employees. With the adoption of the 2002 Incentive Plan no further
options will be granted under Delhaize America's stock incentive
plan. As of December 31, 2002, there were outstanding options to
acquire 691,413 ADRs under this plan.