Food Lion 2014 Annual Report Download - page 59

Delhaize Group Annual Report 2014 • 57
€5.1 million on the dates and pursuant to the
terms decided by the Board of Directors for a
period of five years as from June 21, 2012.
The Board of Directors has been authorized
by the Company’s shareholders to acquire
up to 10% of the outstanding shares of the
Company at a minimum unit price of €1 and
at a maximum unit price not higher than 20%
above the highest closing stock market price
of the Company’s shares on NYSE 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 Sharehold-
ers’ Meeting of May 26, 2011 and extends to
the acquisition of shares of the Company by its
direct subsidiaries.
Ordinary Shareholders’ Meeting
of May 22, 2014
The Ordinary Shareholders’ Meeting is held
annually on the fourth Thursday in the month
of May, as prescribed by the Articles of Asso-
ciation. The Ordinary Shareholders’ Meeting of
2014 (“2014 OSM”) was held on May 22, 2014.
During the 2014 OSM, the Company’s man-
agement presented the Management Report,
the report of the Statutory Auditor and the
consolidated annual accounts. The sharehold-
ers approved the non-consolidated statutory
annual accounts of fiscal year 2013 and
discharged the Company’s directors and the
Statutory Auditor of liability for their mandate
during 2013. The shareholders renewed the
director’s mandate of Mr. Mats Jansson,
Mr. William G. McEwan and Mr. Jack Stahl for a
term of four years and elected Mr. Johnny Thijs
as a director for a term of three years, and
acknowledged them as independent directors
under the Companies Code. Additionally,
the shareholders approved (i) the renewal
of the Deloitte mandate as statutory auditor
for the Company for a term of three years,
(ii) the company’s remuneration report, (iii) the
increase of the amount paid to the Chairman
of the Board and to the Chairman and the
members of the Audit & Finance Committee,
(iv) the Delhaize Group 2014 EU Performance
Stock Unit Plan, and (v) 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 enter into prior to the next
Ordinary Shareholders’ Meeting.
The minutes of the 2014 OSM, including the
voting results, are available in French and
Dutch on the Company’s website at www.
delhaizegroup.com under the “Corporate
Governance” tab, together with all other
relevant documents relating to such meeting.
A summary of the results is also available in
English, on the website.
Shareholder Structure and
Ownership Reporting
Pursuant to applicable legal requirements and
the Articles of Association of the Company, any
person or legal entity (hereinafter a “person”)
which owns or acquires (directly or indirectly,
by ownership of American Depositary Shares
(“ADSs”) or otherwise) shares or other securities
of the Company granting voting rights (repre-
senting 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 (3%) or more of the total exist-
ing voting rights of the Company. 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 (5%), ten percent (10%), and so on by
blocks of five percent (5%), 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 (3%) of the
voting rights of the Company. Furthermore, if
as a result of events changing the breakdown
of voting 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 secu-
rities has occurred (e.g., as a result of a capital
increase or a capital decrease). Finally, a dis-
closure is also required when persons acting
in concert enter into, modify or terminate their
agreement which results in their voting rights
reaching, exceeding or falling below any of the
above thresholds.
The disclosure statements must be addressed
to the Belgian regulators (“FSMA”) and to the
Company no later than the fourth trading day
following the day on which the circumstance
giving rise to the disclosure occurred. Unless
otherwise provided by law, a shareholder shall
be allowed to vote at a shareholders’ meeting
of the Company only with the number of secu-
rities it validly disclosed not less than 20 days
before such meeting.
Delhaize Group is not aware of the exist-
ence of any shareholders’ agreement with
respect to the voting rights securities of the
Company. Voting rights are governed by the
“one ordinary share, one vote” principle and
major shareholders do not have different
voting rights than other shareholders. None of
the major shareholders has special rights of
control.
With the exception of the shareholders
identified in the table below, no shareholder
or group of shareholders had declared as of
December 31, 2014 holdings of at least 3%
of the outstanding voting rights of Delhaize
Group.
Citibank, N.A.
(1)
10.62% February 18,
2009
BlackRock Group 4.86% January 28,
2014
Silchester International
Investors LLP
9.97% December 17,
2014
(1) Citibank, N.A. 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. exercises 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, 2014, members of the Board
of Directors and the Company’s Executive
Committee owned as a group 627 407
ordinary shares and 276 128 ADSs (each rep-
resenting 1/4 of an ordinary share) of Delhaize
Group SA, which represented approximately
0.68% of the total number of outstanding
shares of the Company as of that date. On
December 31 2014, the company’s Executive
Committee owned as a group 428 098 stock
options and EU performance stock units
representing an equal number of existing
ordinary shares and 764 897 options and
U.S. performance and restricted stock units
on ADSs (each representing ¼ of an ordinary
share) of the Company.