Food Lion 2004 Annual Report Download - page 81

DELHAIZE GROUP  ANNUAL REPORT 2004 79
Shareholder Structure and Ownership Reporting
In accordance with Belgian law, any individual or entity w ho, as a result of
acquiring voting securities or securities giving the right to subscribe to or
acquire voting securities, becomes the owner of 5% or more of the total
voting rights of a company, taking into account the securities held by the
owner as well as by persons acting for its account or affiliated or acting
jointly with it, must, within two business days after such acquisition, dis-
close to the Company and to the Belgian Banking, Finance and Insurance
Commission the information set forth in the Law of M arch 2, 1989 and the
Royal Decree of M ay 10, 1989 implementing this Law. Such disclosure
obligation must be complied with upon every acquisition or disposal which
causes such ow ner’s voting rights (taking into account the voting rights
attached to securities held by persons acting for its account or affiliated or
acting jointly w ith it) to increase above or fall below 5% or any multiple of
5% of the total number of voting rights.
Under Delhaize Group’s Articles of Association, any person or legal
entity, which ow ns or acquires securities of the Company granting voting
right, whether representing the share capital or not, must disclose to
the Company and to the Banking, Finance and Insurance Commission, in
compliance with legal provisions in force, the number of securities that
such person or legal entity owns, alone or jointly with one or several other
persons or legal entities, when the voting rights attached to such securities
amount to three percent (3%) or more of the total of the voting rights exis-
ting when the situation triggering the disclosure obligation occurs.
Such person or legal entity must also do so in the event of a transfer or an
additional acquisition of securities referred to in the preceding paragraph
when, after such transaction, the voting rights attached to securities that
it owns amount to 5%, 10%, and so on by blocks of 5% of the total of the
Date of
Notification
Name of Shareholder Number
of
Shares
Held
Shareholding in Percentage
of the Number of
Outstanding Shares and Warrants
According to the Notification
Shareholding in Percentage
of the Number of
Outstanding Shares and Warrants as
at February 28, 2005
August 31,
2004
Axa (consolidated)
Avenue M atignon 25
75008 Paris
France
The number of shares held
include the number of shares
notified by its subsidiary:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY, 10105
United States of America
6,194,527 5.93% 5.93%
August 19,
2004 5,557,618 5.31% 5.31%
June 11,
2003
Sofina SA
Rue des Colonies 11
1000 Brussels
Belgium
3,168,444 3.22% 3.03%
voting rights existing when the situation triggering the disclosure obliga-
tion occurs, or w hen the voting rights attached to securities that it ow ns
fall below one of those thresholds or below the threshold referred to in the
preceding paragraph.
Any person or legal entity w hich acquires or transfers, alone or jointly, the
direct or indirect control of a corporation w hich ow ns 3% at least of the
voting rights of the Company must disclose such acquisition or transfer to
the Company and to the Banking, Finance and Insurance Commission in
compliance with legal provisions in force.
Disclosure statements relating to the acquisition or transfer of securities,
which are made in compliance w ith this requirement, must be addressed
to the Banking, Finance and Insurance Commission and to the Board of
Directors of the Company at the latest the second business day after the
occurrence of the triggering event. The documents of the transaction that
gave rise to the disclosure obligation must be addressed to the Banking,
Finance and Insurance Commission within the same period of time. The
number of securities acquired by succession must only be disclosed thirty
days after such succession has been accepted, under the benefit of inven-
tory as the case may be.
In order for a beneficial ow ner to be eligible to exercise voting rights w ith
respect to all Delhaize Group ordinary shares held by a beneficial owner
exceeding such thresholds, such beneficial owner must have (a) complied
in a timely manner w ith these disclosure requirements and (b) provided the
required disclosure materials at least 20 days prior to the date of the sha-
reholders’ meeting with respect to such Delhaize Group ordinary shares. A
beneficial ow ner may not exercise voting rights in respect of a number of
Delhaize Group ordinary shares greater than the number disclosed at least
20 days prior to the date of the applicable shareholders’ meeting.