Food Lion 2014 Annual Report Download - page 120

116 // DELHAIZE GROUP FINANCIAL STATEMENTS 2014
16. Equity
Issued capital
There were 102 819 053, 102 449 570 and 101 921 498 Delhaize Group ordinary shares issued and fully paid at December 31,
2014, 2013 and 2012, respectively (par value of €0.50), of which 1 115 094, 1 200 943 and 1 044 135 ordinary shares were held
in treasury at December 31, 2014, 2013 and 2012, respectively. Delhaize Group’s ordinary shares may be in either
dematerialized or registered form, within the limits provided for by applicable law. Each shareholder is entitled to one vote for
each ordinary share held on each matter submitted to a vote of shareholders.
In the event of a liquidation, dissolution or winding up of Delhaize Group, holders of Delhaize Group ordinary shares are entitled
to receive, on a pro-rata basis, any proceeds from the sale of Delhaize Group’s remaining assets available for distribution. Under
Belgian law, the approval of holders of Delhaize Group ordinary shares is required for any future capital increases. Existing
shareholders are entitled to preferential subscription rights to subscribe to a pro-rata portion of any such future capital increases
of Delhaize Group, subject to certain limitations.
Authorized Capital
As authorized by the Extraordinary General Meeting held on May 24, 2012, the Board of Directors of Delhaize Group may, for a
period of five years expiring in June 2017, within certain legal limits, increase the capital of Delhaize Group or issue convertible
bonds or subscription rights which might result in an increase of capital by a maximum of €5.1 million, corresponding to
approximately 10.2 million shares. The authorized increase in capital through issuance of new shares, convertible debt or
warrants, may be achieved by contributions in cash or, to the extent permitted by law, by contributions in kind or by incorporation
of available or unavailable reserves or of the share premium account. The Board of Directors of Delhaize Group may, for this
increase in capital, limit or remove the preferential subscription rights of Delhaize Group’s shareholders, within certain legal
limits.
In 2014, Delhaize Group SA issued 369 483 shares of common stock (2013: 528 072; 2012: 29 308) for €14 million (2013:
€16 million; 2012: €1 million), net of €5 million (2013: €8 million; 2012: insignificant) representing the portion of the subscription
price funded by Delhaize America, LLC in the name and for the account of the optionees and net of issue costs.
Recent Capital Increases (in €, except number of shares)
Capital
Share Premium
(Belgian GAAP)(1)
Number of
Shares
Capital on January 1, 2012
50 946 095
2 796 483 909
101 892 190
Capital increase as a consequence of the exercise of warrants under the
2002 Stock Incentive Plan
14 654
1 171 837
29 308
Capital on December 31, 2012
50 960 749
2 797 655 746
101 921 498
Capital increase as a consequence of the exercise of warrants under the
2002 Stock Incentive Plan
264 036
23 899 236
528 072
Capital on December 31, 2013
51 224 785
2 821 554 982
102 449 570
Capital increase as a consequence of the exercise of warrants under the
2002 Stock Incentive Plan
184 742
18 899 664
369 483
Capital on December 31, 2014
51 409 527
2 840 454 646
102 819 053
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(1) Share premium as recorded in the non-consolidated statutory accounts of Delhaize Group SA, prepared under Belgian GAAP.
Authorized Capital - Status (in €, except number of shares)
Maximum Number
of Shares
Maximum Amount
(excluding Share
Premium)
Authorized capital as approved at the May 24, 2012 General Meeting with effect as of
June 21, 2012
10 189 218
5 094 609
August 31, 2012 - Issuance of warrants under the Delhaize Group U.S. 2012 Stock Incentive
Plan
(300 000)
(150 000)
May 29, 2013 - Issuance of warrants under the Delhaize Group U.S. 2012 Stock Incentive
Plan
(368 139)
(184 070)
November 12, 2013 - Issuance of 89 069 warrants under the Delhaize Group U.S. 2012
Stock Incentive Plan, of which 77 832 were cancelled on December 23, 2013
(11 237)
(5 618)
Balance of remaining authorized capital as of December 31, 2014
9 509 842
4 754 921
Share Premium
Share premium is used to recognize the value of equity-settled share-based payments provided to associates as part of their
remuneration (see Note 21.3), treasury shares sold upon the exercise of employee stock options and related tax effects.
Treasury Shares
In 2011, at an Ordinary and Extraordinary General Meeting, the Delhaize Group’s shareholders authorized the Board of
Directors, in the ordinary course of business, to acquire up to 10% of the outstanding shares of the Group at a minimum share
FINANCIAL STATEMENTS