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2016-07-21

Delhaize Group: Delhaize and Ahold expect to complete merger on July 23, 2016, subject to U.S. Federal Trade Commission clearance

Brussels, Belgium,
July 21, 2016 - In line with required notification periods for listing
purposes, Delhaize Group and Royal Ahold announced today that they expect to
complete their intended merger on July 23, 2016 if regulatory clearance has
been obtained from the Federal Trade Commission (FTC) in the United States by
that date.

Trading and ticker symbol

Subject to completion of the merger on July 23, 2016, ordinary shares in the
combined company, Ahold Delhaize, would begin trading on Euronext Amsterdam
and Euronext Brussels with ticker symbol AD on Monday, July 25, 2016. The
last trading date of the Delhaize ordinary shares on Euronext Brussels would
be Friday, July 22, 2016, and trading of Delhaize American Depositary Shares
(ADSs) on the New York Stock Exchange would be suspended as of the closing
date of the merger. Following the merger, Ahold Delhaize ADSs will trade in
the over-the-counter market and will be quoted on the OTCQX International
marketplace.

Allotment of Ahold Delhaize ordinary shares and ADSs to Delhaize shareholders
and ADS holders

Ratio

Following the merger, for each Delhaize ordinary share (except for any
Delhaize ordinary shares held by Delhaize or Ahold), 4.75 new Ahold Delhaize
ordinary shares will be automatically allotted, and all Delhaize ordinary
shares will be cancelled. As a result:

* For Delhaize ordinary shares in dematerialised form held in securities
accounts, the financial intermediary of the respective shareholder will
adjust book-entry positions to reflect the allotment of Ahold Delhaize
ordinary shares in accordance with the 4.75 ratio.
* For Delhaize ordinary shares in registered form, Ahold Delhaize will
register in its shareholders' register the former holder of each registered
Delhaize ordinary share in accordance with the 4.75 ratio.

Following the merger, each Delhaize ADS will represent the right of the holder
thereof to receive, at its election, 1.1875 Ahold Delhaize ADSs or an
equivalent number of Ahold Delhaize ordinary shares. As a result:

* For Delhaize ADSs held in book-entry form through a bank, broker or other
DTC participant, each Delhaize ADS will be exchanged for 1.1875 Ahold
Delhaize ADSs without the need to take any action. To the extent a holder
wishes to receive Ahold Delhaize ordinary shares in lieu of such Ahold
Delhaize ADSs, the holder must instruct his bank, broker or other DTC
participant to surrender such Ahold Delhaize ADSs for cancellation to the
Ahold Delhaize ADS depositary, along with instructions as to the account in
The Netherlands to which the Ahold Delhaize ordinary shares are to be
delivered.
* For Delhaize ADSs held in book-entry form directly on the books of the
Delhaize ADS depositary, the holders thereof will be credited with 1.1875
Ahold Delhaize ADSs in exchange for each Delhaize ADS without the need to
take any action. To the extent a holder wishes to receive Ahold Delhaize
ordinary shares in lieu of such Ahold Delhaize ADSs, such holder must
instruct the Ahold Delhaize ADS depositary to cancel such Ahold Delhaize
ADSs and must provide instructions as to the account in The Netherlands to
which the Ahold Delhaize ordinary shares are to be delivered.
* For Delhaize ADSs held in physical certificated form, holders thereof will
receive a letter of transmittal with instructions on how and where to
deliver the certificates representing their Delhaize ADSs in order to
receive the Ahold Delhaize ADSs to which they are entitled and, if so
desired, to have such Ahold Delhaize ADSs cancelled and, in lieu thereof,
to have the Ahold Delhaize ordinary shares represented thereby delivered
directly to a designated account in The Netherlands.

Treatment of fractional entitlements

In all cases, no fractions of Ahold Delhaize ordinary shares or Ahold Delhaize
ADSs will be issued in connection with the merger, but instead:

* For Delhaize ordinary shares in dematerialised form held in securities
accounts, the financial intermediary of the respective shareholder will in
general aggregate the fractional entitlements into Ahold Delhaize ordinary
shares and settle remaining fractional entitlements in cash, depending on
the particular contractual arrangements between the financial intermediary
and the shareholder.
* For Delhaize ordinary shares in registered form, the total number of Ahold
Delhaize ordinary shares allotted to each shareholder will be rounded down
to the nearest full number, and the balance will be paid in cash.
* For Delhaize ADSs held in book-entry form through a bank, broker or other
DTC participant, the financial intermediary of the respective Delhaize ADS
holder will in general aggregate the fractional entitlements into Ahold
Delhaize ADSs and settle remaining fractional entitlements in cash,
depending on the particular contractual arrangements between the financial
intermediary and the Delhaize ADS holder.
* For holders of registered Delhaize ADSs, fractional Ahold Delhaize ADSs
that registered holders of Delhaize ADSs are entitled to receive will be
aggregated and sold for cash by the exchange agent, and the proceeds, after
deducting taxes, fees, commissions and expenses, will be distributed to
holders proportionally to their respective fractional entitlements.

Delivery

If FTC approval is obtained on or prior to July 22, 2016 and the merger closes
on July 23, 2016, the delivery of the new Ahold Delhaize ordinary shares will
take place as follows:

* For holders of Delhaize ordinary shares in dematerialised form held in
securities accounts, the delivery date of the new Ahold Delhaize ordinary
shares will be on or about Wednesday, July 27, 2016.

However, such shareholders may already be able to start trading in
their allotted Ahold Delhaize ordinary shares as from Monday, July 25, 2016,
provided that their respective financial intermediaries so allow. Delhaize
shareholders concerned are invited to check with their financial intermediary
which policies it will apply. Neither Ahold nor Delhaize accepts any
responsibility regarding these policies.

* For holders of Delhaize ordinary shares in registered form, Ahold Delhaize
will make the necessary registrations in its shareholders' register, on the
basis of the shareholderships as they appear from the share register of
Delhaize at closing.

If FTC approval is obtained on or prior to July 22, 2016 and the merger closes
on July 23, 2016, the delivery of the new Ahold Delhaize ADSs will take place
as follows:

* For holders of Delhaize ADSs held in book-entry form through a bank, broker
or other DTC participant, the exchange of Delhaize ADSs for Ahold Delhaize
ADSs is expected to be completed on or about Wednesday, July 27, 2016.

However, such holders may already be able to start trading in
their allotted Ahold Delhaize ADSs as from Monday, July 25, 2016, provided
that their respective financial intermediaries so allow. Delhaize ADS holders
concerned are invited to check with their financial intermediary which
policies it will apply. Neither Ahold nor Delhaize accepts any responsibility
regarding these policies.

* For holders of Delhaize ADSs held in book-entry form directly on the books
of the Delhaize ADS depositary, the crediting of Ahold Delhaize ADSs is
expected to be completed on or about Wednesday, August 3, 2016.
* For holders of Delhaize ADSs held in physical certificated form, mailing of
the letter of transmittal containing instructions for delivery of
certificated Delhaize ADSs in exchange for Ahold Delhaize ADSs or Ahold
Delhaize ordinary shares is expected to commence on or about Friday, July
29, 2016.

Full press release in pdf
http://hugin.info/133961/R/2029762/754838.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Delhaize Group via Globenewswire

HUG#2029762

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