In 2004, the Board of Directors of Delhaize Group SA (“the Board”) approved the purchase of up to EUR 200 million of Delhaize Group SA (“Delhaize Group” or “the Company”) shares or American Depositary Shares from time to time in the open market at management's discretion, in compliance with applicable laws and subject to and within the limits of an outstanding authorization granted to the Board by the shareholders of Delhaize Group, to satisfy exercises under the stock option plans that Delhaize Group offers to its associates. No time limit has been set for these purchases. On August 3, 2011, the Board approved the increase of the amount remaining for repurchases under the May 2004 repurchases approval to EUR 100 million to satisfy exercises under the stock option plans that Delhaize Group and/or its subsidiaries offer to associate and to hedge certain stock option plan exposures.
The shareholders’ meeting of Delhaize Group has authorized the Board to acquire up to 10% of the outstanding shares of the Company at a minimum share price of EUR 1.00 and a maximum share price not higher than 20% above the highest closing price of the Delhaize Group share on Euronext Brussels during the 20 trading days preceding the acquisition.
In this context, Delhaize Group entered into a share buy-back program with a Belgian credit institution for the purchase of Delhaize Group shares on Euronext Brussels. This credit institution makes its decisions to purchase Delhaize Group shares independently of, and without influence by, Delhaize Group with regard to the timing of the purchases.
These purchases of own shares are carried out in compliance with articles 3 and following of Regulation (EC) n° 2273/2003 of the European Commission of December 22, 2003.
Between December 2006 and November 2007, the credit institution purchased 384,575 Delhaize Group shares for an aggregate consideration of EUR 25.8 million under a first buy-back agreement entered into with Delhaize Group in December 2006. Details of the Transactions under this first agreement
Between March 2008 and February 2010, the credit institution purchased 158,715 Delhaize Group shares for an aggregate consideration of EUR 8.2 million under a second buy-back agreement entered into with Delhaize Group in March 2008. Details of the Transactions under the second agreement
In March 2010, Delhaize Group entered into a third buy-back agreement with the same credit institution for the purchase of up to 1,100,000 Delhaize Group shares on Euronext Brussels between March 2010 and December 31, 2013, up to a maximum aggregate consideration of EUR 85,000,000. Details of the Transactions under the third agreement
In December 2013, Delhaize Group entered into a fourth buy-back agreement with the same credit institution for the purchase of up to 800,000 Delhaize Group shares on Euronext Brussels between December 2013 and December 31, 2016, up to a maximum aggregate consideration of EUR 60,000,000.
Delhaize Group purchases own shares from time to time in addition to shares purchased on its behalf under the share buy-back program. Details of the Transactions
Furthermore, Delhaize Group hedges the risk arising from its equity incentive plans by buying, from time to time, derivatives in the form of call options, which are automatically exercised under certain conditions by a credit institution on behalf of Delhaize Group and therefore result in purchases of Delhaize Group shares. Details of the Transactions.