Food Lion 2011 Annual Report Download - page 44

before the meeting, either by registra-
tion of registered shares in the register of
registered shares of the company, or by
registration of dematerialized shares in
the accounts of an authorized securities
account keeper or clearing institution, or
by delivery of bearer shares to a financial
intermediary. Shareholders must notify
the company (or the person designated
by the company for this purpose) of their
intent to participate in the general meet-
ing of shareholders, no later than six days
before the date of the meeting.
Similarly, a holder of Delhaize Group
American Depositary Shares (“ADSs”)
who gives voting instructions to the
depositary must arrange for having
those ADSs registered on the record
date set by the Company, which is the
fourteenth day before the meeting.
Each share or ADS is entitled to one vote.
The Company’s Articles of Association
do not contain any restriction on the
exercise of voting rights by the share-
holders, provided that the shareholders
concerned are admitted to the Gen-
eral Meeting of shareholders and their
rights are not suspended. The relevant
provisions governing the admission of
shareholders to the General Meeting of
shareholders are set out in Article 545
of the Belgian Companies Code and
Article 31 of the Articles of Association.
According to Article 6 of the Articles of
Association, the Company is entitled to
suspend the exercise of the rights vested
in a share in case there are joint owners
of this share until one person has been
appointed in writing by all the co-owners
to exercise those rights. Article 10 of the
Articles of Association provides that the
voting rights pertaining to unpaid shares
are automatically suspended as long as
called payments, duly made and claim-
able, have not been made. Finally, voting
rights attached to treasury shares held
by the Company itself are suspended
(please see page 78 of this Annual
Report as to treasury shares).
The Articles of Association of the Com-
pany do not contain any restriction on
the transfer of the shares or ADSs, other
than the prohibition set out in Article 10
of the Articles of Association that pro-
vides that shares that have not been fully
paid up may not be transferred unless
the Board of Directors has previously
approved the transferee.
Belgian law does not require a quorum
for the ordinary general meetings of
shareholders. Decisions are taken by
a simple majority of votes cast at the
meeting, irrespective of the number of
Delhaize Group ordinary shares present
or represented at the meeting.
Resolutions to amend any provision
of the Articles of Association, includ-
ing any decision to increase the capital
or an amendment which would create
an additional class of shares, require
a quorum of 50% of the issued capi-
tal at an extraordinary general meet-
ing (provided that if this quorum is not
reached, the Board may convene a sec-
ond extraordinary general meeting for
which no quorum is required), as well
as the affirmative vote of at least 75% of
the shares present or represented and
voting at the meeting, or 80% of such
shares if the amendment would change
Delhaize Group’s corporate purpose or
authorize the Board to repurchase Del-
haize Group ordinary shares.
The Board of Directors has been author-
ized to increase the share capital in one
or several times up to the amount of EUR
9.7 million on the dates and pursuant to
the terms decided by the Board of Direc-
tors for a period of five years as from
June 18, 2007. The Board of Directors
has proposed to the Extraordinary Gen-
eral Meeting of shareholders convened
on April 23, 2012 (and re-convened on
May 24, 2012 if the April 23, 2012 meet-
ing does not meet the required quo-
rum), to give the Board of Directors a
new authorization to increase the share
capital in one or several times up to the
amount of EUR 5 094 609 on the dates
and pursuant to the terms decided by
the Board of Directors for a period of five
years as from the date of publication of
this authorization in the Belgian Official
Gazette.
The Board of Directors has been author-
ized to acquire up to 10% of the out-
standing shares of the Company at a
minimum unit price of EUR 1 and at a
maximum unit price not higher than
20% above the highest closing stock
market price of the Company’s shares
on Euronext Brussels during the twenty
trading days preceding such acquisition.
Such authorization has been granted for
a period of five years as from the date
of the Extraordinary General Meeting of
May 26, 2011 and extends to the acqui-
sition of shares of the Company by its
direct subsidiaries; as such subsidiaries
are defined by legal provisions on the
acquisition of shares of the parent com-
pany by its subsidiaries.
Ordinary and Extraordinary General
Meeting of May 26, 2011
The Ordinary General Meeting is held
annually at the request of the Board of
Directors. The Ordinary General Meet-
ing of 2011 was held on May 26, 2011,
together with an Extraordinary General
Meeting.
During the Ordinary General Meeting, the
Company’s management presented the
Management Report, the report of the
Statutory Auditor and the consolidated
annual accounts. The Ordinary General
Meeting then approved the non-
consolidated statutory annual accounts
of fiscal year 2010 and discharged the
Company’s directors and the Statutory
Auditor of liability for their mandate
during 2010. The Ordinary General
Meeting decided to appoint Mr. Jean-
Pierre Hansen, Mr. Mats Jansson and
Mr. William G. McEwan as directors for
a term of three years, and to renew
the director’s mandate of Mr. Hugh G.
Farrington for a term of three years,
and Mr. Jacques de Vaucleroy and
Baron Luc Vansteenkiste for a term
of four years. The Ordinary General
Meeting acknowledged Mr. Jean-
Pierre Hansen, Mr. Mats Jansson,
Mr. William G. McEwan, Mr. Jacques de
Vaucleroy and Baron Luc Vansteenkiste
as independent directors under the
Belgian Company Code. Additionally,
the Ordinary General Meeting approved
(i) the renewal of the mandate of Deloitte
as Statutory Auditor for a three-year
term, (ii) a change of control provision
set out in a syndicated EUR 600 million
five-year revolving credit facility dated
April 15, 2011,(iii) a provision allowing
for early redemption upon a change of
control of the Company to be provided
to bondholders and/or noteholders in
certain transactions the Company might
42 // DELHAIZE GROUP ANNUAL REPORT ‘11
CORPORATE GOVERNANCE