Geo Chapter meeting Amsterdam May 2013

2 Introducing Ahold; The Corporate Structure… Audit Committee Ahold Europe Operations Supervisory Board Remuneration Committee Selection & Appointment Committee Corporate Executive Board D. Boer(CEO) J. Carr (CFO), & L. Hijmans van den Bergh (CCGC) Ahold USA Operations Corporate Center 200 Employees Tax HR Fin. Legal C&BMD Sander vd Laan (COO) J. McCann (COO) CommAudit

3 In Perspective Corporate Center & Management Layers 5,000 employees Ahold Europe approx. 95,000 employees Ahold USA approx. 115,000 employees Albert Heijn Etos Gall & Gall Ahold Central Europe Giant Carlisle Stop & Shop NE Giant Landover Stop & Shop Metro NY Albert Bol.com

4 (Retention) Risk Paradox (financial driven approach vs development driven approach) High Low Probability = C&B Impact = MD & Succession Planning Reduces Risk Reducing the overall risk as a results of talent leaving thru probability axis:  Increase effectiveness of pay/benefits Reducing the overall risk as a result of talents leaving thru impact axis:  Inspiring leadership  Successful succession planning  Training  Clear career opportunities  Mentor programs

The Deal 5 Total Rewards Strategy Pay: n Base Salary n Short-Term Incentive n Mid-Term Incentive n Long-Term Incentive Benefits  Pension  Car allowance  Health Insurance etc. Learning and Development  Education  Training (on the job)  Career perspective  Mentor programs etc. Work Environment  Building  Supporting Systems  Culture  Supervisor  etc. Attracts Retains

6 The pay component Three components:  Multiyear Incentive  Equity  Annual Incentive  Cash  Base Salary Compensation for:  (Out)Performance  Doing your job  Value creation Fixed 0 Variable Short Long

Design Objectives  Motivate / retain participants  Reinforce alignment with shareholder interests and identification with Ahold  Simple / easy to understand / administer  Defendable publicly / Tabaksblat  No particularly negative tax consequences (company or participant)  More in line with market practice  Overall, the Long-Term Incentive Program should:  Be regarded as a meaningful component of Total Direct Compensation  Restore credibility of Long-term Incentive component as a pay component  Make it possible for Ahold to attract and retain the best available talent  Create corporate glue Long-term Incentive Equity Component

8 Historical Share Price Development

Global Reward Opportunity Grant Date Conditional: Waiting period of 3 years T=3 1.Target grant value: € 900,000 2.Prior year bonus multiplier: example multiple = Actual grant value: 1.20 x € 900,000 = € 1,080,000 4.Assumed share price: € # of shares to be granted: € 1,080,000 / € = 108, % of the shares granted thru: the 3-years conditional component and 50% through the TSR component T=5 The number of performance shares that will vest is determined by a TSR performance-ranking and the pay out curve. 5-year, TSR component: # of Shares: 54,000 3-year component: # of shares granted: 54,000 Holding period for all shares is five years after date of grant Vesting condition: employment only Package Base salary € 600,000 GRO grant : 150% 9

Historical overview Redesign Pay Component: 1.benchmarking top structure 2.New STI (AIP) 3.New LTI (GRO) First vesting of GRO shares 2.GRO wins ‘best plan effective- ness’ award (GEO Paris) 1.Approval In AGM for new Pay Policy CEB 2.Roll out AIP 3.Roll out Gro Completion first full GRO cycle 2.Ahold ranks first in the RTSR Peer group resulting in a 150% vesting 3.Transfer to MSSB as administrator GRO 1.Approval in AGM for ‘simplified’ GRO design 2.Roll out of the new design. 3.New website, new logo, explanatory video 1.Assessment of appropriateness design of variable pay components (in light of development in market and new strategy)  Evaluation remuneration policy of CEB and rest of population  Delinking AIP from Gro and grant at target (multiplier at 1x)  Reduce performance period TSR component from five to three years  Rescind matching share feature 2.Communication  Development of AIP Performance tracker report in close cooperation with finance (please be referred to documents attached)  Gro revitalization project 3.Education  ELM modules on GRO and The Deal  Periodic education sessions with European/CC Reward teams 4.Simplicity  Evaluate pay policies (effectiveness current policies, gap analyses, close the gap strategy)  Align pay policies where possible  Tailor expat policy to new strategy (local plus, short-term exchange etc.) Effectiveness Assessment of appropriateness design of variable pay components 2.Increase effectiveness by better communication 3.Education 4.Simplicity & transparency Credibility

Grant Date Conditional: Waiting period of 3 years T=3 1.Target grant value: € 300,000 2.Prior year bonus multiplier: example multiple = Actual grant value: 1.20 x € 300,000 = € 360,000 4.Assumed share price: € # of shares to be granted: € 360,000 / € = 36,000 T=5 3-year, RoC: # of Shares: 30,000 3-year, TSR component: # of Shares: 30,000 3-year component: # of shares granted: 36,000 Vesting condition: employment only No change 1.Target grant value: € 600, Assumed share price: € # of shares to be granted: € 600,000 / € = 60,000 Package Base salary € 600,000 Conditional share grant: 50% Performance share grant: 100% Biggest change No performance hurdle at grant, 50% TSR and 50% RoC hurdle at vesting. 11 Global Reward Opportunity

12 Historical Share Price Development

Value delivered through the GRO Program

Recent trends on equity programs Design  Employee share purchase programs  Performance share plans Financial education  Responsibility Employer vs employee  Financial Planning Communication  Less technical, more emphasis on intention, objectives  Simplicity  