ORDINARY SHARE ELECTION FORM

Transcription

1 ORDINARY SHARE ELECTION FORM For holders of Delhaize Group NV/SA ( Delhaize ) American Depositary Shares ( ADSs ) in connection with the merger of Delhaize with and into Koninklijke Ahold N.V. ( Ahold ), with Ahold continuing as the surviving company in the merger (the Merger ). The Merger was consummated effective on July 24, 2016, and the combined company s legal name was changed to Koninklijke Ahold Delhaize N.V. ( Ahold Delhaize ). IF YOU PREFER TO RECEIVE AMERICAN DEPOSITARY SHARES OF AHOLD DELHAIZE AS PART OF YOUR MERGER CONSIDERATION, THEN YOU DO NOT NEED TO RETURN THIS FORM WITH YOUR COMPLETED LETTER OF TRANSMITTAL. IF YOU PREFER TO RECEIVE ORDINARY SHARES OF AHOLD DELHAIZE AS PART OF YOUR MERGER CONSIDERATION INSTEAD OF AHOLD DELHAIZE ADSs, THEN YOU MUST COMPLETE AND RETURN THIS FORM WITH YOUR COMPLETED LETTER OF TRANSMITTAL BY 5:00 P.M., EASTERN TIME ON JANUARY 24, 2018, AS INSTRUCTED BELOW. Mail or deliver this Ordinary Share Election Form, your Letter of Transmittal and the American Depositary Receipts ( ADRs ) representing your Delhaize ADSs to Citibank, N.A., as the ADS Exchange Agent (the ADS Exchange Agent ) at the applicable address below: If delivering by first class mail: Citibank, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box Providence RI If delivering by registered mail or overnight courier: Citibank, N.A. Attn: Corporate Actions Voluntary Offer 250 Royall Street, Suite V Canton MA

2 MERGER CONSIDERATION You have accessed this Ordinary Share Election Form as a holder of Delhaize ADSs in connection with the Merger, which was consummated effective on July 24, 2016 pursuant to the Merger Agreement, dated June 24, 2015, by and between Ahold and Delhaize. At the effective time of the Merger, (a) each issued and outstanding Delhaize Ordinary Share (other than Delhaize Ordinary Shares held in treasury by Delhaize or held by Ahold) was converted into the right to receive 4.75 Ahold Delhaize Ordinary Shares (the Share Consideration ) and all Delhaize Ordinary Shares are no longer outstanding, were automatically canceled and ceased to exist, (b) each Delhaize Ordinary Share held in treasury by Delhaize and each Delhaize Ordinary Share held by Ahold, if any, is no longer outstanding and was canceled and ceased to exist, and no consideration was delivered in exchange therefor, and (c) each Delhaize ADS represents the right of the holder of such Delhaize ADS to receive Ahold Delhaize ADSs (the ADS Consideration and, together with the Share Consideration, the Merger Consideration ). In lieu of the Ahold Delhaize ADSs that you have the right to receive as the Merger Consideration, you can elect to receive an equivalent number of Ahold Delhaize Ordinary Shares. Each Ahold Delhaize ADS represents one Ahold Delhaize Ordinary Share, and there are significant differences between these two securities. These differences, among others, include (a) Ahold Delhaize ADSs trade in U.S. dollars, while Ahold Delhaize Ordinary Shares trade in Euro; and (b) Ahold Delhaize ADSs are traded in the over-the-counter market and are quoted on the OTCQX International marketplace while Ahold Delhaize Ordinary Shares are listed on Euronext Amsterdam, the regulated market of Euronext Amsterdam N.V., under the symbol AD and on Euronext Brussels, the regulated market of Euronext Brussels NV/SA, under the symbol AD. Depositary fees are set forth in the Ahold Delhaize Second Amended and Restated Deposit Agreement, dated as of July 2, 2013, as amended by the Amendment to Deposit Agreement, dated as of June 26, 2015, and as further amended by the Second Amendment to Deposit Agreement, dated as of June 21, 2016, in each case by and among Ahold Delhaize, Deutsche Bank Trust Company Americas, and all holders and beneficial owners of ADSs issued thereunder (which documents are available electronically via the website of the U.S. Securities and Exchange Commission (the SEC ) at Global custody safekeeping charges are also being incurred on the value of shareholdings per annum. If you wish to receive Ahold Delhaize Ordinary Shares in lieu of the Ahold Delhaize ADSs that you have the right to receive as the Merger Consideration, please mail or deliver this Ordinary Share Election Form, your Letter of Transmittal and your Delhaize ADRs to the ADS Exchange Agent in accordance with the instructions set forth on the previous page. If you mail or deliver your Ordinary Share Election Form, Letter of Transmittal and Delhaize ADRs to the ADS Exchange Agent on or before August 23, 2016, no Ahold Delhaize ADS cancellation fees will be owed by you with respect to the cancellation and exchange of the Ahold Delhaize ADSs that you have the right to receive as the Merger Consideration for the corresponding Ahold Delhaize Ordinary Shares. Holders that do not elect to cancel and exchange the Ahold Delhaize ADSs they have the right to receive as the Merger Consideration prior to such date will be able to exchange their Ahold Delhaize ADSs for the corresponding Ahold Delhaize Ordinary Shares upon the payment of cancellation fees. For more information on the Merger, the Merger Consideration, the differences between Ahold Delhaize ADSs and Delhaize ADSs and between Ahold Delhaize Ordinary Shares and Delhaize Ordinary Shares, see the registration statement on Form F-4 (Reg. No ) filed by Ahold with the SEC and declared effective by the SEC on January 28, 2016 (the F-4 Registration Statement ) (which is available electronically via the SEC s website at For information regarding the tax consequences to you of exchanging your Delhaize ADSs for Ahold Delhaize ADSs or Ahold Delhaize

3 Ordinary Shares, please consult your tax advisor. You can also refer to the general description of tax consequences under the caption Material Tax Considerations beginning on page 290 of the F-4 Registration Statement.

4 ELECTION Check the box below ONLY if you wish to make the Ahold Delhaize Ordinary Share election. I hereby elect to receive Ahold Delhaize Ordinary Shares in lieu of the Ahold Delhaize ADSs I have the right to receive as the Merger Consideration: ORDINARY SHARE ELECTION Each Delhaize ADS will be exchanged for Ahold Delhaize Ordinary Shares, together with cash-in-lieu of any fractional Ahold Delhaize security. No fractional Ahold Delhaize Ordinary Shares will be delivered. You will receive Ahold Delhaize ADSs, in lieu of Ahold Delhaize Ordinary Shares, together with cash-inlieu of any fractional Ahold Delhaize security, if this Ordinary Share Election Form is completed incorrectly or if you otherwise do not make a valid election. ORDINARY SHARES DELIVERY INSTRUCTIONS Please complete each of the following below to allow delivery of your Ahold Delhaize Ordinary Shares in the Netherlands. Custodian Name in the Netherlands: Custodian s EGSP number: BIC (Swift) Number: Account Number of Beneficial holder: Account Name: Contact Name of Custodian: Contact Telephone Number of Custodian: Contact address of Custodian: ** Definitive share certificates in respect of Ahold Delhaize cannot be issued. SIGNATURE OF REGISTERED HOLDER(S) OR AGENT The undersigned represent(s) that I (we) have full authority to make the election described above. If this Ordinary Share Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth below the full title of the signing person. Registered Holder

5 Registered Holder Title, if any Date Phone number