• Composition of the Supervisory Board, induction
• Retirement and reappointment schedule
• Meetings of the Supervisory Board
• Activities of the Supervisory Board
• Attendance, independence
• Remuneration
• Committees of the Supervisory Board
• In conclusion
• Annual report 2007

Composition of the Supervisory Board, induction

Ahold’s Supervisory Board determines the number of its members. The composition of the Supervisory Board must be such that the combined experience, expertise and independence of its members best enables the Supervisory Board to carry out its responsibilities. As Ahold is an international retailer, the Supervisory Board Charter provides that the composition of the Supervisory Board should preferably reflect knowledge of European and American market conditions, financial institutions and corporate governance. If a Supervisory Board member is concurrently a member of another company’s Supervisory Board, the Supervisory Board Charter states that the main duties arising from and/or the number and nature of the memberships on any other company’s Supervisory Board must not conflict or interfere with that person’s duties as a member of Ahold’s Supervisory Board.

The following changes were made or announced to the composition of Ahold’s Supervisory Board in 2007. On May 3, 2007, Jan Hommen resigned from the Supervisory Board. The General Meeting of Shareholders appointed Tom de Swaan on May 3, 2007. He is serving as vice-chairman of the Supervisory Board and chairman of the Audit Committee. On August 30, 2007, Myra Hart resigned from the Supervisory Board. The Supervisory Board expresses its gratitude for the contribution that Myra Hart has made to the Company as a member of the Supervisory Board, the Remuneration Committee and the Selection and Appointment Committee.

The present terms of René Dahan and Karen de Segundo are due to expire in 2008. The Supervisory Board is pleased that both of them are available for a new term and proposes the reappointment of René Dahan and Karen de Segundo to the General Meeting of Shareholders.

Ongoing education is an important part of good governance. New members of the Supervisory Board attend a full-day induction program at Ahold’s offices in Amsterdam at which they are briefed on their responsibilities as members of the Supervisory Board and senior management informs them regarding the financial, legal and reporting affairs of the Company and its businesses. Throughout the year, all members of the Supervisory Board visit several operating companies and other parts of the business to gain greater familiarity with senior management, and to develop deeper knowledge of local operations, opportunities and challenges.

Meetings of the Supervisory Board

The Supervisory Board meets at least six times per year. In 2007 the Supervisory Board held eight meetings and one meeting by conference call. The Corporate Executive Board members attended the meetings and other members of senior corporate, continental or local management were regularly invited to present to the Supervisory Board at the meetings. The Supervisory Board held five “private” sessions without other attendees to independently review certain issues and to discuss matters related to the functioning of the Corporate Executive and Supervisory Boards. The external auditor attended the meeting in which the 2006 annual report and financial statements were endorsed. In February 2007, in a separate private meeting, the Supervisory Board assessed its own performance, that of its committees and its individual members, as well as the performance of the Corporate Executive Board and its individual members. The Chairman and other members of the Supervisory Board have regular contacts with the CEO and other members of the Corporate Executive Board or management outside the scheduled meetings of the Supervisory Board.

Activities of the Supervisory Board

During 2007 the Supervisory Board reviewed various matters related to all aspects of the Company’s activities, its results of operations, its strategies and its management, including:

• The progress on the implementation of the retail strategy adopted in November 2006.
• The mandates for and the approval of the various divestitures included in the retail strategy, namely the Polish operations, Tops and U.S. Foodservice. The progress in the negotiations and the proposed terms were reviewed on several occasions and approved.
• The divestment of U.S. Foodservice, which was reviewed and approved by an Extraordinary Meeting of Shareholders on June 19, 2007. Closing of that transaction took place in July 2007.
• The review and approval of the use of the substantial cash proceeds from the divestment program.
  This included:
  • A €3 billion capital reduction together with a “five for four” reversed
      stock split.
  • A €1 billion share buyback.
• The regular review of the progress of the Value Improvement Program (VIP) at Stop & Shop/Giant-Landover.
• The implementation of a major restructuring in the retail business in the Czech Republic, which has already resulted in a major turnaround in performance.
• The progress of establishing the organization structure, now consisting of two continental groups, each headed by a chief operating officer.
• A major cost and staff reduction program at Corporate Center, which is running well ahead of set objectives.
• The specific IT investment now underway in the United States.
• The revitalization program initiated for Giant-Landover to improve store performance and generate identical sales growth.
• A review of strategies as part of the annual strategic planning cycle.
• The regular assessment of the Corporate Executive Board including the plans for succession of its members. This year the focus of this activity was the replacement of Anders Moberg as President and CEO of the Company. Following the joint decision of the Supervisory Board and Anders Moberg that given the completion of the Road to Recovery of Ahold and the entering by Ahold into a new era, it was in the best interest of all concerned that Anders Moberg would resign as per July 1, 2007, the Supervisory Board appointed John Rishton as acting President and CEO. After a review of all options the Supervisory Board appointed John Rishton on November 15, 2007, as President and CEO. The Supervisory Board also proposed the appointment of Kimberly Ross as CFO and reappointment of Peter Wakkie as CCGC to the Corporate Executive Board.
• The Supervisory Board is satisfied that the new management team including Dick Boer as COO Ahold Europe and Larry Benjamin as COO Ahold USA has the experience, talent and dedication to drive the performance of the Company to its full potential.
• The financial reporting process and in particular the approval of the 2006 annual report and quarterly trading statements, earnings press releases and interim financial statements.
• The review and approval of the decision to delist the Company’s ADRs from the New York Stock Exchange.
• The regular assessment of major legal proceedings with potential impact on the Company.
• The review and approval of reports of the various committees of the Supervisory Board.
• The review of reports in respect of the enterprise risk management of the group, with the assistance of the Audit Committee.

Attendance, independence

No Supervisory Board member was frequently absent from the meetings. The Supervisory Board confirms that as of March 5, 2008 all Supervisory Board members are independent within the meaning of provision III.2.2 of the Dutch Corporate Governance Code.

Remuneration

The annual remuneration of the members of the Supervisory Board was determined by the General Meeting of Shareholders in May 2005 and remained unchanged since then.

In addition, for each meeting of the Supervisory Board and the Audit Committee, each member receives an attendance fee of EUR 1,250, or EUR 3,000 in case the meeting is held in a location that requires intercontinental travel from the residence of a member. For detailed information on the individual remuneration of Supervisory Board members, see Note 31 to Ahold’s consolidated financial statements in this Annual Report.

Committees of the Supervisory Board

The Supervisory Board has established three permanent committees to which certain tasks are assigned, the composition of which is reflected in the following table.

Audit Committee

The Audit Committee assists the Supervisory Board in its responsibilities to oversee Ahold’s financing, financial statements, financial reporting process and system of internal business controls and risk management. The CEO, CFO and Chief Corporate Governance Counsel, the Chief Internal Audit Officer and representatives of the external auditor are invited to the Audit Committee meetings. Other members of senior staff are invited when the Audit Committee finds it necessary or appropriate. The Audit Committee determines how the external auditor should be involved in the content and publication of financial reports other than the financial statements. The Corporate Executive Board and the Audit Committee report their dealings with the external auditor to the Supervisory Board on an annual basis, including the auditor’s independence. The Supervisory Board takes this into account when deciding on its nomination for the appointment of an external auditor that is submitted to the General Meeting of Shareholders.

In 2007, the Audit Committee held six meetings and six conference calls.

Throughout the year the Audit Committee closely monitored the financial closing process. During all Audit Committee meetings updates were provided on internal controls and compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. After the delisting from the NYSE and deregistration from the SEC the Audit Committee continued to request and receive identical updates although the provisions of the Sarbanes-Oxley Act no longer apply to the Company. The Audit Committee was informed regularly on litigation and the related exposure. The Audit Committee reviewed and received regular updates on the whistleblower program and verified the outcome of the annual incentive program.

Further subjects dealt with at the meetings were the review of quarterly trading statements, earnings press releases and interim financial statements, as well as the 2006 annual report and financial statements; the review and approval of the internal and external audit plan; review and discussions on the findings in the internal audit letter and the management letter of the external auditor; updates on the IT organization and IT security, the Company’s finance structure, the treasury department, pensions, guarantees, enterprise risk management, insurance and reappointment of the external auditor.

The Audit Committee also held private individual meetings with the CEO, CFO, Chief Internal Audit Officer and external auditor.

Conference calls were scheduled when necessary to review the release of the quarterly trading and interim financial statements.

The Audit Committee and the Supervisory Board assessed the independence and performance of the external auditor in the different capacities in which the external auditor acts. The Audit Committee pre-approved the fees for audit and permitted non-audit services to be performed by external auditors as negotiated by the Corporate Executive Board. The Audit Committee and the external auditor reviewed the internal audit plan. The Audit Committee also reviewed its functioning as a whole as well as the functioning of its individual members.

The composition of the Audit Committee changed during 2007. Jan Hommen resigned from the Audit Committee and Tom de Swaan was appointed as Chairman of the Audit Committee in May 2007.

The Supervisory Board has determined that Tom de Swaan and Stephanie Shern are the “Audit Committee Financial Experts” within the meaning of the Dutch Corporate Governance Code.

Selection and Appointment Committee

The Selection and Appointment Committee met five times in 2007 and its main focus was the selection of an additional member of the Corporate Executive Board and a new member of the Supervisory Board. It also reviewed management succession plans. The composition of the Selection and Appointment Committee changed when Myra Hart resigned in August 2007 and no new member was appointed.

Remuneration Committee

The Remuneration Committee met six times in 2007. The CEO was invited to all of these meetings. For a report on remuneration and the activities of the Remuneration Committee, see the “Remuneration” section of this Annual Report.

The composition of the Remuneration Committee changed when Myra Hart resigned in August 2007 and no new member was appointed.

In conclusion

The Supervisory Board is pleased with the results achieved and would like to thank all shareholders for their trust in the Company and its management. The Supervisory Board further wishes to express its appreciation for the continued dedication and effort of the Corporate Executive Board and all Ahold’s employees.

Supervisory Board

Amsterdam, the Netherlands, March 5, 2008

Annual report 2007

This Annual Report and the 2007 financial statements, audited by Deloitte Accountants B.V., have been presented to the Supervisory Board. The financial statements and the report of the external auditor with respect to the audit of the financial statements were discussed with the Audit Committee in the presence of the Corporate Executive Board and the external auditor. The Supervisory Board endorses this Annual Report. The Supervisory Board recommends that the General Meeting of Shareholders adopts the 2007 financial statements included in this Annual Report and approves the proposal to pay a cash dividend for the financial year 2007 of EUR 0.16 per common share. The profit appropriation as approved by the Supervisory Board is presented on page 90 of this Annual Report.

This Annual Report is signed by all members of the Corporate Executive Board and the Supervisory Board.