Food Lion 2011 Annual Report Download - page 45

enter into prior to the next Ordinary
General Meeting, (iv) the continuation
of the current vesting periods of the
Restricted Stock Unit Awards under the
Delhaize America Restricted Stock Unit
Plan, (v) the continuation of the current
vesting periods under the U.S. 2002
Incentive Plans, and (vi) an increase in
maximum compensation for service
on a standing committee of the Board,
and the possibility for the Chairman of
the Board to receive compensation for
service on a standing committee of the
Board.
During the Extraordinary General Meet-
ing, the shareholders renewed the
power of the Board of Directors for five
years to purchase the Company’s own
shares and approved various amend-
ments to the Company’s Articles of Asso-
ciation pursuant to a new Belgian law on
shareholders’ rights.
The minutes of the Ordinary and Extraor-
dinary General Meeting of May 26, 2011,
including the voting results, are avail-
able on the Company’s website together
with all other relevant documents relat-
ing to such meeting.
Shareholder Structure and
Ownership Reporting
Pursuant to the legal provisions in force
and the Articles of Association of the
Company, any person or legal entity
(hereinafter a “person”) which owns or
acquires (directly or indirectly, by own-
ership of American Depositary Shares
(“ADSs”) or otherwise) shares or other
securities of the Company granting vot-
ing rights (representing the share capital
or not) must disclose to the Company
and to the Belgian Financial Services and
Markets Authority (“FSMA”) the number
of securities that such person owns,
alone or jointly, when its voting rights
amount to three percent or more of the
total existing voting rights of the Com-
pany. Such person must make the same
type of disclosure in case of transfer or
acquisition of additional voting right
securities when its voting rights reach
five percent, 10 percent, and so on by
blocks of five percent, or when the voting
rights fall below one of these thresholds.
The same disclosure requirement
applies if a person transfers the direct or
indirect control of a corporation or other
legal entity which owns itself at least
three percent of the voting rights of the
Company. Furthermore, if as a result of
events changing the breakdown of vot-
ing rights, the percentage of the voting
rights reaches, exceeds or falls below
any of the above thresholds, a disclosure
is required even when no acquisition or
disposal of securities has occurred (e.g.,
as a result of a capital increase or a
capital decrease). Finally, a disclosure
is also required when persons acting in
concert enter into, modify or terminate
their agreement which results in their
voting rights reaching, exceeding or fall-
ing below any of the above thresholds.
The disclosure statements must be
addressed to the FSMA and to the Com-
pany at the latest the fourth trading
day following the day on which the cir-
cumstance giving rise to the disclosure
occurred. Unless otherwise provided by
law, a shareholder shall be allowed to
vote at a general meeting of sharehold-
ers of the Company only with the num-
ber of securities it validly disclosed 20
days, at the latest, before such meeting.
Delhaize Group is not aware of the exist-
ence of any shareholders’ agreement
with respect to the voting rights pertain-
ing to the securities of the Company.
With the exception of the shareholders
identified in the table below, no share-
holder or group of shareholders had
declared as of December 31, 2011 hold-
ings of at least 3% of the outstanding
voting rights of Delhaize Group.
Rebelco SA (subsidiary of Sofina SA) 4.04 %
Citibank, N.A.
(1)
10.62 %
BlackRock Group 4.00 %
Silchester International Investors LLP 5.03 %
(1) Citibank, N.A. has succeeded The Bank of New York Mellon as
Depositary for the American Depositary Receipts program of
Delhaize Group as of February 18, 2009. Citibank, N.A. exer-
cises the voting rights attached to such shares in compliance
with the Deposit Agreement that provides among others that
Citibank, N.A. may vote such shares only in accordance with
the voting instructions it receives from the holders of American
Depositary Shares.
On December 31, 2011, the directors and
the Company’s Executive Management
owned as a group 478 532 ordinary
shares and ADRs of Delhaize Group SA
combined, which represented approxi-
mately 0.47% of the total number of
outstanding shares of the Company
as of that date. On December 31, 2011,
the Company’s Executive Manage-
ment owned as a group 856 859 stock
options, warrants and restricted stock
units representing an equal number of
existing or new ordinary shares or ADRs
of the Company.
External Audit
The external audit of Delhaize Group
SA is conducted by Deloitte Revi-
seurs d’Entreprises/Bedrijfsrevisoren,
Registered Auditors, represented by
Mr. Michel Denayer, until the Ordinary
General Meeting in 2014.
Certification of Accounts 2011
In 2012, the Statutory Auditor has certi-
fied that the statutory annual accounts
and the consolidated annual accounts
of the Company, prepared in accord-
ance with legal and regulatory require-
ments applicable in Belgium, for the
year ended December 31, 2011, give a
true and fair view of its assets, finan-
cial situation and results of operations.
The Audit Committee reviewed and dis-
cussed the results of the Statutory Audi-
tor’s audits of these accounts with the
Statutory Auditor.
Statutory Auditor’s Fees for Services
Related to 2011
The following table sets forth the fees of
the Statutory Auditor and its associated
companies relating to the services with
respect to fiscal year 2011 to Delhaize
Group SA and its subsidiaries.
DELHAIZE GROUP ANNUAL REPORT ‘11 // 43