Report of Foreign Issuer (6-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of February, 2016

Commission File Number: 333-13302

ETABLISSEMENTS DELHAIZE FRÈRES
ET CIE “LE LION” (GROUPE DELHAIZE)

(Exact name of registrant as specified in its charter)*

DELHAIZE BROTHERS AND CO.
“THE LION” (DELHAIZE GROUP)

(Translation of registrant’s name into English)*

SQUARE MARIE CURIE 40
1070 BRUSSELS, BELGIUM
(Address of principal executive offices)

* The registrant’s charter (articles of association) specifies the registrant’s name in French, Dutch and English. Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

The notice of Delhaize Group NV/SA (“Delhaize”), an English translation of which is attached hereto as Exhibit 99.1, was mailed and made available on or about February 1, 2016 to holders of Delhaize’s ordinary shares (“Delhaize shareholders”), in connection with an Extraordinary General Meeting of Delhaize shareholders to be held on Monday, March 14, 2016 at 2:00 p.m., local time, at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium (the “EGM”).

The depositary’s notice, which is attached hereto as Exhibit 99.2, was mailed and made available on or about February 5, 2016 to the holders of Delhaize’s American Depositary Shares (“Delhaize ADS holders”) as evidenced by American Depositary Receipts, with four American Depositary Receipts representing one ordinary share in connection with the EGM.

Exhibit Index

Exhibit		Description

Exhibit 99.1		Notice of the EGM to Delhaize shareholders (English translation)

	Annex 1 to Exhibit 99.1	Attendance form for registered shareholders (English translation)

	Annex 2 to Exhibit 99.1	Form of shareholder proxy (English translation)

	Annex 3 to Exhibit 99.1	Form of vote by correspondence (English translation)

	Annex 4 to Exhibit 99.1	Information on shareholders’ rights (English translation)

Exhibit 99.2		Depositary’s notice of the EGM to Delhaize ADS holders

	Annex 1 to Exhibit 99.2	Voting instructions form to Delhaize ADS holders

	Annex 2 to Exhibit 99.2	Document instructing Delhaize ADS holders of availability of proxy materials on the Internet and procedures for requesting a hard copy

NO OFFER OR SOLICITATION

This communication is being made in connection with the proposed business combination transaction between Koninklijke Ahold N.V. also known as Royal Ahold (“Ahold”) and Delhaize Group NV/SA (“Delhaize”). This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable Dutch, Belgian and other European regulations. This communication is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC

The transaction will be submitted to the shareholders of Ahold and the shareholders of Delhaize for their consideration. In connection with the proposed transaction, Ahold has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which includes a prospectus. On January 28, 2016, the SEC declared the registration statement effective, and the prospectus was mailed to the holders of American Depositary Shares of Delhaize and holders of ordinary shares of Delhaize (other than holders of ordinary shares of Delhaize who are non-U.S. persons (as defined in the applicable rules of the SEC)) on or about February 5, 2016. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AHOLD, DELHAIZE, THE TRANSACTION AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the prospectus and other documents filed with the SEC by Ahold and Delhaize through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders are able to obtain free copies of the prospectus and other documents filed by Ahold with the SEC by contacting Ahold Investor Relations at investor.relations@ahold.com or by calling +31 88 659 5213, and are able to obtain free copies of the prospectus and other documents filed by Delhaize by contacting Investor Relations Delhaize Group at Investor@delhaizegroup.com or by calling +32 2 412 2151.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements, which do not refer to historical facts but refer to expectations based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those included in such statements. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Delhaize, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. Many of these risks and uncertainties relate to factors that are beyond Delhaize’s control. Therefore, investors and shareholders should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the occurrence of any change, event or development that could give rise to the termination of the merger agreement; the ability to obtain the approval of the transaction by Delhaize’s and Ahold’s shareholders; the risk that the necessary regulatory approvals may not be obtained when expected or at all or may be obtained subject to conditions that are not anticipated; failure to satisfy other closing conditions with respect to the transaction on the proposed terms and timeframe; the possibility that the transaction does not close when expected or at all; the risks that the new businesses will not be integrated successfully or promptly or that the combined company will not realize when expected or at all the expected synergies and benefits from the transaction; Delhaize’s ability to successfully implement and complete its plans and strategies and to meet its targets; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the benefits from Delhaize’s plans and strategies being less than anticipated; the effect of the announcement or completion of the proposed transaction on the ability of Delhaize to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on their operating results and businesses generally; litigation relating to the transaction; the effect of general economic or political conditions; Delhaize’s ability to retain and attract employees who are integral to the success of the business; business and IT continuity, collective bargaining, distinctiveness, competitive advantage and economic conditions; information security, legislative and regulatory environment and litigation risks; and product safety, pension plan funding, strategic projects, responsible retailing, insurance and unforeseen tax liabilities. In addition, the actual outcomes and results of Delhaize may differ materially from those projected depending upon a variety of factors, including but not limited to changes in the general economy or the markets of Delhaize, in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop, remodel, integrate or convert stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in Delhaize’s most recent annual report on Form 20-F and other filings with the SEC. Neither Delhaize nor Ahold, nor any of their respective directors, officers, employees and advisors nor any other person is therefore in a position to make any representation as to the accuracy of the forward-looking statements included in this communication, such as economic projections and predictions or their impact on the financial condition, credit rating, financial profile, distribution policy or share buyback program of Delhaize, Ahold or the combined company, or the market for the shares of Delhaize, Ahold or the combined company. The actual performance, the success and the development over time of the business activities of Delhaize, Ahold and the combined company may differ materially from the performance, the success and the development over time expressed in or implied from the forward-looking statements contained in this communication. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Delhaize does not assume any obligation to update any public information or forward-looking statement in this communication to reflect events or circumstances after the date of this communication, except as may be required by applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ETABLISSEMENTS DELHAIZE FRÈRES ET CIE “LE LION” (GROUPE DELHAIZE)

Date: February 8, 2016	By:	/s/ G. Linn Evans
		G. Linn Evans
		Senior Vice President

Exhibit 99.1

Delhaize Group SA/NV

Rue Osseghemstraat 53

1080 Brussels, Belgium

www.delhaizegroup.com

NOTICE

The Board of Directors cordially invites the holders of shares, bonds and warrants issued by Delhaize Group SA/NV (the “Company”) to attend the extraordinary shareholders’ meeting of the Company that will be held on Monday March 14, 2016 at 2:00 p.m. (CET) at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium. The agenda of the meeting is set forth below.

Shareholders representing at least 50% of the share capital of the Company must be present or represented at the extraordinary shareholders’ meeting on March 14, 2016 in order to allow the shareholders to validly consider and vote upon item 3. set forth below. If this quorum requirement is not satisfied, a new extraordinary shareholders’ meeting will be convened for March 31, 2016 at 2:00 p.m. (CET) at the same location, without any quorum requirement, to validly consider and vote upon all items of the agenda set forth below.

We request that all persons attending the meeting arrive by 1:15 p.m. (CET) in order to timely complete the registration formalities.

AGENDA

1.	Acknowledgment and discussion of the following documents of which the shareholders could receive a copy free of charge:

the joint cross-border merger proposal, drawn up by the Management Board of Koninklijke Ahold N.V. (“Ahold”) and the Board of Directors of the Company, in accordance with Article 5 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies, Article 772/6 of the Belgian Companies Code and section 2:312 juncto 2:326 juncto 2:333d of the Dutch Civil Code (the “Merger Proposal”);

ii.

the board report, drawn up by the Board of Directors of the Company, in accordance with Article 7 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies and Article 772/8 of the Belgian Companies Code (the “Board Report”); and

iii.

the report, drawn up by the Company’s statutory auditor, in accordance with Article 8 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies and Article 772/9 of the Belgian Companies Code (the “Auditor’s Report”).

2.	Communication of any material changes in the assets and liabilities of the companies involved in the merger between the date of the Merger Proposal and the date of the merger, in accordance with Article 696 juncto 772/1 of the Belgian Companies Code.

3.	Cross-border merger by acquisition of the Company by Ahold – Reference provisions of the Dutch Law Role Employees at European Legal Entities – Transfer of real estate

Proposed resolution: approval of:

the Merger Proposal, conditional upon the satisfaction of the conditions precedent set out in the Merger Proposal and effective as from 00:00 a.m. CET on the first day after the day on which a Dutch civil law notary executes the Dutch notarial deed of cross-border merger (the “Effective Time”);

ii.

the cross-border merger by acquisition of the Company by Ahold within the meaning of Article 2.2 a) of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies, Articles 671 and 772/1 of the Belgian Companies Code and Section 2:309 juncto Section 2:333 of the Dutch Civil Code, in accordance with the terms of the Merger Proposal, conditional upon the satisfaction of the conditions precedent set out in the Merger Proposal and effective as from and conditional upon the Effective Time, and hence dissolution without liquidation of the Company;

iii.

the application of the reference provisions of Section 1:31, subsections 2 and 3 of the Dutch Law Role Employees at European Legal Entities (Wet Rol Werknemers bij Europese Rechtspersonen) (the “RWER Law”) instead of initiating negotiations with a special negotiating body (as referred to in Section 2:333k subsection 12 of the Dutch Civil Code) and, hence, to continue the existing situation at the level of Ahold or at the level of the Company with respect to employee participation as defined in Article 1:1 of the RWER Law; and

iv.

the fact that the real property and immovable rights in rem of which the Company declares to be the owner shall be the subject of separate notarial deeds which shall contain the legal formalities to be complied with regarding the transfer of such real property and immovable rights in rem (without prejudice to the legal formalities which are contained in the minutes of this extraordinary shareholders’ meeting) and which shall be transcribed in the records of the competent mortgage registries.

4.	Grant of Delhaize EU PSUs to Mr. Frans Muller

Proposed resolution: approval of the exceptional grant to Mr. Frans Muller of Delhaize EU PSUs prior to the day on which a Dutch civil law notary executes the Dutch notarial deed of cross-border merger (the “Closing”) and with a value of EUR 1.5 million. The vesting of the Delhaize EU PSUs shall occur three years after grant, subject to company performance against financial targets, which currently relate to shareholder value creation, fixed upon grant. The number of shares to be received upon vesting of the Delhaize EU PSUs will vary from 0% to 150% of the awarded number of Delhaize EU PSUs, in function of the achieved company performance against financial targets and upon Closing the performance will be measured against targets as set for the combined company’s long-term incentive plan.

Vesting of the Delhaize EU PSUs granted under this exceptional grant will be conditional upon (i) Closing taking place, and (ii) Mr. Frans Muller’s continued work under his management contract with the Company on the date of Closing. If any of these vesting conditions is not met, vesting will not take place and the Delhaize EU PSUs granted under this exceptional grant will automatically expire and become null and void.

Upon Closing, the Delhaize EU PSUs granted under this exceptional grant will be converted into performance shares under the combined company’s long-term incentive plan.

5.	Release from liability of the directors

Proposed resolution: approval of the release of the directors from any liability arising from the performance of their duties during the period from 1 January 2016 until the date of this extraordinary shareholders’ meeting.

6.	Delegation of powers

Proposed resolution: approval of the delegation of powers to:

B-Docs BVBA, having its registered office at Willem De Zwijgerstraat 27, 1000 Brussels, with the power to sub-delegate, to perform all formalities with the Register of Legal Entities, the VAT administration and any business one-stop-shop in order to amend and/or cancel the registration of the Company with the Crossroads Bank for Enterprises, as well as to perform all formalities resulting from the dissolution of the Company;

ii.

any current director of the Company, as well as to Philippe Dechamps, Nicolas Jérôme, Els Steen and Benoit Stockman, acting individually and with the power to sub-delegate, to sign, jointly with one or more representative(s) to be appointed by the general meeting of Ahold, the notarial deeds referred to in resolution 3.iv. above, as well as any rectifying notarial deeds regarding any material errors or omissions with respect to the real property or immovable rights in rem of the Company; and

iii.

any current director of the Company, as well as to Philippe Dechamps and Nicolas Jérôme, acting individually and with the power to sub-delegate, to implement the decisions taken by the extraordinary shareholders’ meeting and to carry out all necessary or useful formalities to that effect.

QUESTIONS - NEW ITEMS OR RESOLUTIONS

A time for questions is provided during the shareholders’ meeting. Shareholders may submit written questions in advance of the shareholders’ meeting in relation to the items on the agenda. Shareholders are also entitled to orally ask questions at the shareholders’ meeting. Written questions should be addressed to the Board of Directors (c/o Mr. Nicolas Jérôme, Delhaize Group SA/NV, Square Marie Curie 40, 1070 Anderlecht, Belgium, fax no. + 32 (0)2 412 83 89, e-mail: generalmeeting@delhaizegroup.com) and must be received by Tuesday March 8, 2016, 5.00 pm (CET). Questions validly addressed to the Company will be raised during question time. Written questions of a shareholder will only be considered if the shareholder has complied with the registration and confirmation procedure as indicated below.

One or more shareholders holding together at least 3% of the share capital of the Company can request to put an item on the agenda of the extraordinary shareholders’ meeting and table resolution proposals for items included on the agenda of the extraordinary shareholders’ meeting. Such requests should be addressed to the Board of Directors (c/o Mr. Nicolas Jérôme, Delhaize Group SA/NV, Square Marie Curie 40, 1070 Anderlecht, Belgium, fax no. + 32 (0)2 412 83 89, e-mail: generalmeeting@delhaizegroup.com) and must be received by Sunday February 21, 2016, 5.00 pm (CET). The Company will publish a revised agenda by no later than Sunday February 28, 2016 if it has validly received within the above-mentioned period one or more requests to add new items or new resolutions to the agenda.

More information concerning the above rights and their exercise modalities is available on the Company’s website www.delhaizegroup.com.

ATTENDANCE FORMALITIES

In order to attend the extraordinary shareholders’ meeting of the Company, shareholders must comply with the following formalities:

1) Registration

Pursuant to Articles 31 and 32 of the articles of association of the Company, the right of a shareholder to attend and to vote his/her/its shares at the extraordinary shareholders’ meeting on Monday March 14, 2016 is subject to the registration of such shares in the name of the shareholder by 11:59 p.m. (CET) on Monday February 29, 2016 (the “Record Date”), either in the register of registered shares of the Company or in the case of dematerialized shares, in the accounts of an authorized securities account keeper or clearing institution, in each case for the number of shares for which the shareholder wants his/her/its shareholding to be registered on the Record Date and which the shareholder wants to vote at the shareholders’ meeting.

For dematerialized shares, the authorized securities account keeper, clearing institution or financial intermediary will issue a certificate to the shareholder certifying the number of shares held by the shareholder on the Record Date and for which he/she/it intends to participate in the meeting. Owners of dematerialized shares should request their securities account keeper, clearing institution or financial intermediary to send this certificate directly to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46) by Tuesday March 8, 2016 before 5:00 p.m. (CET).

Shares will not be blocked as a result of shareholders following the above-mentioned process. Shareholders can thus dispose of their shares after the Record Date.

2) Confirmation of participation

In addition, shareholders intending to attend the shareholders’ meeting must give notice of such intent as follows:

(i)

Owners of registered shares must deliver to the Company by Tuesday March 8, 2016, a signed attendance form evidencing their intent to attend the meeting. Such attendance form can be obtained at the address indicated below and must be sent to the address, fax number or e-mail address indicated below.

(ii)

Owners of dematerialized shares must give notice of their intent to attend the shareholders’ meeting to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46) by Tuesday March 8, 2016 before 5:00 p.m. (CET).

For shareholders voting by proxy or by correspondence, their proxy or form for voting by correspondence will serve as notice of their intent to attend the shareholders’ meeting. Such shareholders must however comply with the registration procedure indicated under item 1) above.

Only persons who are shareholders of the Company on the Record Date and who have given notice as indicated above are entitled to attend and vote at the meeting.

PROXY VOTING

Shareholders are permitted to be represented by a proxy holder. The forms of proxy which may be used in order to be represented can be obtained:

●

at the address mentioned below; or

●

at Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46); or

●

on the Company’s website at www.delhaizegroup.com.

The appointment of a proxy holder is to be made in writing and must be signed by the shareholder.

Owners of dematerialized securities intending to be represented by a proxy holder must return their signed proxies by Tuesday March 8, 2016 before 5:00 p.m. (CET) to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46).

Owners of registered securities must return their signed proxies to the Company (at the address, fax number or e-mail address below) by Tuesday March 8, 2016 before 5:00 p.m. (CET).

Shareholders who wish to be represented by a proxy holder must in addition comply with the above registration procedure.

VOTE BY CORRESPONDENCE

Shareholders can vote by correspondence. The forms which must be used in order to validly vote by correspondence can be obtained:

●

at the address mentioned below; or

●

at Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax: +32 2 337 54 46); or

●

on the Company’s website at www.delhaizegroup.com.

The signed form for voting by correspondence must be delivered to the Company (at the address, fax number or e-mail address below) by Tuesday March 8, 2016 before 5:00 p.m. (CET).

Shareholders who wish to vote by correspondence must in addition comply with the above registration procedure.

HOLDERS OF BONDS OR WARRANTS

Holders of bonds or warrants issued by the Company may attend the meeting in an advisory capacity as provided for under the Belgian Companies Code and are subject to the same registration and confirmation procedure as those applicable to shareholders.

PROOF OF IDENTITY AND POWERS

In order to attend the meeting, individuals holding securities and proxy holders must prove their identity and representatives of legal entities must provide copies of documents establishing their identity and their representation powers, in each case at the latest immediately prior to the beginning of the meeting.

AVAILABILITY OF DOCUMENTS

The Merger Proposal, the Board Report, the Auditor’s Report, and all the documents relating to this shareholders’ meeting which the law requires to make available to shareholders are available on the Company’s website (www.delhaizegroup.com). Shareholders can obtain at no cost copies of all documents which the law requires to be made available to them at the address mentioned below during normal office hours, or on the Company’s website at www.delhaizegroup.com as from the date of publication of this convening notice.

Address of the Company:

Delhaize Group SA/NV

c/o Ms. Sandy Paquet

Square Marie Curie 40

1070 Brussels

Belgium

Tel: +32 2 412 75 82

Fax: +32 2 412 83 89

e-mail: generalmeeting@delhaizegroup.com

The Board of Directors

Annex 1 to Exhibit 99.1

Delhaize Group SA/NV

Rue Osseghemstraat 53

1080 Brussels, Belgium

www.delhaizegroup.com

ATTENDANCE FORM FOR REGISTERED SHAREHOLDERS

The undersigned:

First name	:

Family name	:

Domicile	:


or

Corporate name	:

Form of corporation	:

Registered office	:

		hereby represented by (first name, family name and capacity) :

holder of ……......…...... registered shares of Delhaize Group SA/NV, with registered office at rue Osseghemstraat 53, 1080 Brussels, Belgium registered with the Register of Legal Entities under number 0402.206.045 (“Delhaize Group” or the “Company”),

hereby notifies Delhaize Group of his/her/its intent to attend the extraordinary shareholders’ meeting of Delhaize Group that will take place on Monday March 14, 2016 at 2:00 p.m. (CET) at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium.

If you plan to participate in the extraordinary shareholders’ meeting, please inform us accordingly and return this form, duly completed, to the attention of Ms. Sandy Paquet at the address mentioned above.

Signature:

Name:

Date:

Annex 2 to Exhibit 99.1

Delhaize Group SA/NV

Rue Osseghemstraat 53

1080 Brussels, Belgium

www.delhaizegroup.com

SHAREHOLDER PROXY

The undersigned:

First name	:

Family name	:

Domicile	:


or

Corporate name	:

Form of corporation	:

Registered office	:

holder of ................. registered shares of Delhaize Group SA/NV, with registered office at rue Osseghemstraat 53, 1080 Brussels, Belgium, registered with the Register of Legal Entities under number 0402.206.045 (“Delhaize Group” or the “Company”) and/or ................. dematerialized shares of Delhaize Group,

will be represented at the extraordinary shareholders’ meeting of Delhaize Group that will take place on Monday March 14, 2016 at 2:00 p.m. (CET) at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium, for the number of shares indicated above, limited however to the number of shares the holding of which is established on the record date, i.e., on Monday February 29, 2016 at 11:59 p.m. (CET), and

hereby appoints as proxy holder the following person, with power to substitute:

.......................................................................................................................¹

to represent him/her/it at the extraordinary shareholders’ meeting (and at all other meetings that will be held with the same agenda if the extraordinary shareholders’ meeting would be adjourned or postponed) to, as the case may be, vote on its postponement, deliberate, vote on all agenda items in accordance with the instructions below and, in general, to do all which is necessary or useful for the implementation of this proxy.

¹ Warning - A potential conflict of interests arises if:

you appoint as a proxy holder (i) Delhaize Group itself, an entity controlled by it, a shareholder controlling the Company or any other entity controlled by such shareholder; (ii) a member of the Board of Directors or of the corporate bodies of the Company, of a shareholder controlling the Company or of any other controlled entity referred to under (i); (iii) an employee or a statutory auditor of the Company, of any shareholder controlling the Company or of any other controlled entity referred to under (i); (iv) a person who has a parental tie with a natural person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person;

-	proxy forms are returned to Delhaize Group without indicating a proxyholder, in which case Delhaize Group will appoint, as proxy holder, a member of the Board of Directors of Delhaize Group or one of its employees.

More information concerning the rules governing conflicts of interests between shareholders and their proxy holders can be found in the “Shareholders’ Meetings” section (document: Information on Shareholders’ Rights) of the website of Delhaize Group at www.delhaizegroup.com.

Agenda

1.	Acknowledgment and discussion of the following documents of which the shareholders could receive a copy free of charge:

ii.

iii.

2.	Communication of any material changes in the assets and liabilities of the companies involved in the merger between the date of the Merger Proposal and the date of the merger, in accordance with Article 696 juncto 772/1 of the Belgian Companies Code.

3.	Cross-border merger by acquisition of the Company by Ahold – Reference provisions of the Dutch Law Role Employees at European Legal Entities – Transfer of real estate

Proposed resolution: approval of:

ii.

iii.

iv.

4.	Grant of Delhaize EU PSUs to Mr. Frans Muller

Upon Closing, the Delhaize EU PSUs granted under this exceptional grant will be converted into performance shares under the combined company’s long-term incentive plan.

5.	Release from liability of the directors

6.	Delegation of powers

Proposed resolution: approval of the delegation of powers to:

ii.

iii.

VOTING INSTRUCTIONS:

Please indicate (with a cross) your voting instruction for each proposed resolution.

Item 1 on the agenda does not require a vote			Item 2 on the agenda does not require a vote

Vote on proposed resolution 3			Vote on proposed resolution 4
-	vote in favor	( )	-	vote in favor	( )
-	vote against	( )	-	vote against	( )
-	abstain	( )	-	abstain	( )
Vote on proposed resolution 5			Vote on proposed resolution 6
-	vote in favor	( )	-	vote in favor	( )
-	vote against	( )	-	vote against	( )
-	abstain	( )	-	abstain	( )

If the undersigned did not provide a specific voting instruction with respect to any of the above proposed resolutions or if, for whatever reason, there is insufficient clarity with regard to the voting instructions given, then:

(i)	the proxy holder will vote in favor of the proposed resolution(s) concerned; OR

(ii)	if the undersigned has crossed out item (i) immediately above, the proxy holder will vote in the best interest of the undersigned.

* * *

We remind you that in case of a potential conflict of interests if the undersigned has not given a specific voting instruction with respect to any of the above proposed resolutions or if, for whatever reason, there is insufficient clarity with regard to the voting instructions given, the undersigned will always be deemed to have given a specific voting instruction to the proxy holder to vote in favor of the proposed resolution(s) concerned.

NEW ITEMS OR RESOLUTIONS

Pursuant to Article 533ter of the Belgian Companies Code, Delhaize Group will, in order to allow shareholders to give specific voting instructions thereon, make a revised shareholder proxy form available if new agenda items and/or new/alternative proposed resolutions are validly filed. The following voting instructions will therefore only be applicable if you fail to provide your proxy holder with new specific voting instructions after the date of this proxy.

1.	If, in accordance with Article 533ter of the Belgian Companies Code, new items are added to the agenda after the date of this proxy, the proxy holder shall (please indicate (with a cross) your selection):

(..)

abstain from voting on the new items and proposed resolutions concerned;

(..)

vote or abstain from voting on the new items and proposed resolutions concerned as he/she/it will deem fit, taking into consideration the interests of the undersigned.

If the undersigned fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new items and proposed resolutions concerned. In case of a conflict of interests, the proxy holder will always be required to refrain from participating in the vote on the new items and proposed resolutions concerned.

2.	If, also in accordance with Article 533ter of the Belgian Companies Code, new/alternative proposed resolutions are filed after the date of this proxy, the proxy holder shall (please indicate (with a cross) your selection):

(..)

abstain from voting on the new/alternative proposed resolutions concerned and vote or abstain from voting on the existing proposed resolutions in accordance with the instructions set out above;

(..)

vote or abstain from voting on the new/alternative proposed resolutions concerned as he/she/it will deem fit, taking into consideration the interests of the undersigned.

If the undersigned fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new/alternative proposed resolutions concerned and will be required to vote or abstain from voting on the existing proposed resolutions in accordance with the instructions set out above. However, the proxy holder will be entitled to deviate from the above voting instructions should their implementation be detrimental to the interests of the undersigned. In that event, the proxy holder shall notify the undersigned of any such deviation as well as the justification therefor. In case of a conflict of interests, the proxy holder will always be required to refrain from participating in the vote on the new/alternative proposed resolutions.

* * *

Owners of dematerialized securities must return their signed proxies by mail, fax or e-mail by Tuesday March 8, 2016 before 5:00 pm (CET) to Euroclear Belgium, attn. Issuer Services, 1 Boulevard du Roi Albert II, 1210 Brussels (Belgium) (e-mail: ebe.issuer@euroclear.com / fax : +32 2 337 54 46).

Owners of registered securities must return their signed proxies to the Company by mail, fax or e-mail at the address or number mentioned below by Tuesday March 8, 2016 before 5:00 pm (CET).

Shareholders who wish to be represented by a proxy holder must in addition comply with the registration procedure described in the notice of the shareholders’ meeting.

This proxy is irrevocable. Holders of shares who granted a proxy may still attend the shareholders’ meeting but will not be permitted to vote in person.

Address of the Company:

Delhaize Group SA/NV

c/o Ms. Sandy Paquet

Square Marie Curie 40

1070 Brussels

Belgium

Tel: +32 2 412 75 82

Fax: +32 2 412 83 89

e-mail: generalmeeting@delhaizegroup.com

Signature:

Name:

Capacity:

Date:

Legal entities must specify the first name, family name and title of the natural person who signs this proxy on their behalf. If the undersigned is not a natural person who executes this proxy him/herself, the signatory hereby declares and warrants to Delhaize Group to have full authority to execute this proxy on behalf of the undersigned.

Annex 3 to Exhibit 99.1

Delhaize Group SA/NV

Rue Osseghemstraat 53

1080 Brussels, Belgium

www.delhaizegroup.com

VOTE BY CORRESPONDENCE

The undersigned:

First name	:

Family name	:

Domicile	:


or

Corporate name	:

Form of corporation	:

Registered office	:

holder of¹:

a total of ................ registered shares of Delhaize Group SA/NV, with registered office at rue Osseghemstraat 53, 1080 Brussels, Belgium, registered with the Register of Legal Entities under number 0402.206.045 (“Delhaize Group” or the “Company”)

and/or

a total of ..................... dematerialized shares of Delhaize Group,

hereby declares to vote with ............... of his/her/its shares² as selected below with respect to the items on the agenda of the extraordinary shareholders’ meeting of Delhaize Group that will take place on Monday March 14, 2016 at 2 :00 p.m. (CET) at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium, limited however to the number of shares the holding of which is established on the record date, i.e., on Monday February 29, 2016 at 11:59 p.m. (CET).

¹	Please complete as appropriate.

²	Please indicate the number of shares for which you want to vote by correspondence during the extraordinary shareholders’ meeting. If no indication of such number has been made, you are deemed to vote with the total number of shares you indicated on this form that you hold.

Agenda

1.	Acknowledgment and discussion of the following documents of which the shareholders could receive a copy free of charge:

ii.

iii.

2.	Communication of any material changes in the assets and liabilities of the companies involved in the merger between the date of the Merger Proposal and the date of the merger, in accordance with Article 696 juncto 772/1 of the Belgian Companies Code.

3.	Cross-border merger by acquisition of the Company by Ahold – Reference provisions of the Dutch Law Role Employees at European Legal Entities – Transfer of real estate

Proposed resolution: approval of:

ii.

iii.

iv.

4.	Grant of Delhaize EU PSUs to Mr. Frans Muller

5.	Release from liability of the directors

6.	Delegation of powers

Proposed resolution: approval of the delegation of powers to:

ii.

iii.

VOTING SELECTION:

Please indicate your voting selection for each proposed resolution.

Item 1 on the agenda does not require a vote			Item 2 on the agenda does not require a vote

Vote on proposed resolution 3			Vote on proposed resolution 4
-	vote in favor	( )	-	vote in favor	( )
-	vote against	( )	-	vote against	( )
-	abstain	( )	-	abstain	( )
Vote on proposed resolution 5			Vote on proposed resolution 6
-	vote in favor	( )	-	vote in favor	( )
-	vote against	( )	-	vote against	( )
-	abstain	( )	-	abstain	( )

Forms that do not indicate a voting selection are invalid.

This signed form for voting by correspondence must be delivered to the Company by mail, fax or e-mail at the address below by Tuesday March 8, 2016 before 5:00 pm (CET). Shareholders who wish to vote by correspondence must in addition comply with the registration procedure described in the notice of this extraordinary shareholders’ meeting.

A vote by correspondence is irrevocable. Holders of shares who voted by correspondence may still attend the shareholders’ meeting but will not be permitted to vote in person or by proxy for the number of shares for which they voted by correspondence.

In case shareholders, in accordance with Article 533ter of the Belgian Companies Code, exercise their right to table new/alternative resolution proposals for existing agenda items, the votes by correspondence received by the Company before the completed agenda has been issued will remain valid for the items covered by the present form. However, votes on agenda items for which new/alternative resolution proposals have been tabled will be invalid. In that case, shareholders may vote by correspondence on these new/alternative resolution proposals using the revised forms to vote by correspondence which the Company will make available.

In case shareholders, in accordance with Article 533ter of the Belgian Companies Code, exercise their right to put new items on the agenda of the shareholders’ meeting, shareholders may vote by correspondence on these new items using the revised forms to vote by correspondence which the Company will make available in that case. The votes contained in this form which relate to existing agenda items will remain valid.

Address of the Company:

Delhaize Group SA/NV

c/o Ms. Sandy Paquet

Square Marie Curie 40

1070 Brussels

Belgium

Tel: +32 2 412 75 82

Fax: +32 2 412 83 89

email: generalmeeting@delhaizegroup.com

Signature:

Name:

Capacity:

Date:

Legal entities must specify the first name, family name and title of the natural person who signs this form on their behalf. If the undersigned is not a natural person who executes this form him/herself, the signatory hereby declares and warrants to Delhaize Group to have full authority to execute this form on behalf of the undersigned.

Annex 4 to Exhibit 99.1

Delhaize Group SA/NV

Rue Osseghemstraat 53

1080 Brussels, Belgium

www.delhaizegroup.com

INFORMATION ON SHAREHOLDERS’ RIGHTS
Dated 1 February 2016

This document aims to summarise the main rights attached to the shares of Delhaize Group SA/NV (the “Company”) as well as their exercise modalities, in particular in relation to the participation in and the voting at shareholders’ meetings. In the event of contradiction between the content of this document and the rules provided in the Companies Code or the articles of association, such rules will prevail. This overview is given for information purposes only and cannot be considered as legal advice.

1	Right to request that a shareholders’ meeting be convened

A shareholders’ meeting must be convened at the request of shareholders holding together one fifth of the share capital. In the latter case, shareholders must indicate in their request the items to be included in the agenda and the board of directors or the auditor must convene a shareholders’ meeting within six weeks as from the request.

2	Right to participate in shareholders’ meetings

The right of a shareholder to participate in, and vote at, shareholders’ meetings is subject to the registration of its shares in its name at 11:59 pm (Belgian time) on the record date, which is the 14th calendar day preceding the shareholders’ meeting concerned. The shareholder is allowed to vote with the number of shares registered on the record date regardless of the number of shares he/she/it owns on the date of the shareholders’ meeting.

In addition to registering its shares, shareholders have to notify the Company (or the person designated by the Company for that purpose) of their intention to take part in the meeting at the latest on the 6th calendar day preceding the date of the shareholders’ meeting concerned.

This registration and confirmation procedure is set out in detail in the convening notice.

Holders of bonds or warrants issued by the Company may attend the meeting in an advisory capacity as provided by the Belgian Companies Code and are subject to the same registration and confirmation procedure as applicable to shareholders.

3	Right to receive information

Shareholders have the right to access and to obtain at no cost copies of (i) the text of the convening notices (including resolution proposals) and the revised agenda (if any), (ii) the total number of shares and voting rights, (iii) documents that will be submitted to the shareholders’ meeting (including accounts and reports), (iv) if applicable, new agenda items and/or resolution proposals filed by shareholders and (v) forms that may be used to vote by proxy. All these documents can be accessed on business days and during normal office hours, at the address mentioned in the convening notice or on the Company’s website (www.delhaizegroup.com) as from the date of publication of the convening notice for the shareholders’ meeting concerned. In addition, holders of registered shares will receive the above mentioned documentation together with the convening notice for that shareholders’ meeting.

Minutes of the meeting will mention, for each resolution, the exact number of shares for which votes have been validly cast, the proportion of share capital represented by these votes, the total number of votes validly cast, the number of votes cast for and against each resolution and, if applicable, the number of abstentions. This information will be disclosed on the website of the Company (www.delhaizegroup.com) within 15 calendar days following the shareholders’ meeting.

4	Right to add items to the agenda and to file resolution proposals

One or more shareholders holding together at least 3% of the share capital may add items to the agenda of a shareholders’ meeting or file new/alternative resolution proposals relating to topics already on the agenda.

Such right does not apply, however, to a shareholders’ meeting that has been reconvened because the first shareholders’ meeting could not validly deliberate for lack of quorum.

Shareholders will have to prove ownership of at least 3% of the share capital on the date the request is made. In addition, shareholders will have to register at least 3% of the share capital on the record date of the relevant shareholders’ meeting.

The ownership at the request date will be evidenced for holders of registered shares by a certificate establishing that the corresponding shares are registered in the Company’s share register or for holders of dematerialised shares by a certificate issued by a financial intermediary, an authorized securities account keeper or a clearing institution certifying the registration of the shares in one or more accounts.

Shareholders must send their written requests to the Company by postal correspondence or by e-mail to the address indicated in the convening notice for the shareholders’ meeting concerned. The requests must be accompanied by the text of the items to be added to the agenda as well as the corresponding resolutions or the text of the newly proposed resolutions concerning items that were already on the agenda. Such requests must contain the requesting shareholders’ postal or electronic address to allow the Company to confirm receipt thereof within 48 hours. All requests must be received by the Company at the latest on the 22nd calendar day preceding the shareholders’ meeting concerned. The Company will publish a revised agenda, taking into account the proposals validly submitted by the shareholders, at the latest on the 15th calendar day prior to that shareholders’ meeting. Revised proxy forms and, if applicable, revised forms for voting remotely will also be published on the Company’s website within this timeframe.

5	Right to ask questions

Shareholders have the right to address questions in relation to the items on the agenda to the board of directors and to the auditor in writing, provided that the questions are received by the Company at the latest on the 6th calendar day prior to the shareholders’ meeting concerned. Shareholders are also entitled to orally ask questions at the shareholders’ meeting in relation to the items on the agenda. Written questions of shareholders will only be considered if shareholders have complied with the registration and confirmation procedure set out in the convening notice. Answers are provided orally at the shareholders’ meeting unless such answers would prejudice the Company’s commercial interests or the confidentiality commitments undertaken by the Company, its directors or its auditor. The board of directors and the auditor can provide a global answer to questions on the same matter.

6	Right to vote

Each share entitles its holder to one vote which he/she/it can exercise in person, remotely or by proxy. However, the voting rights pertaining to unpaid shares are automatically suspended so long as called payments, duly made and claimable, have not been made. The Company is also entitled to suspend the exercise of voting rights vested in a share in case there are joint owners of this share until one person has been appointed in writing by all the co-owners to exercise those rights. Furthermore, no one will be allowed to vote at the shareholders’ meeting a number of securities greater than the number validly disclosed in accordance with the Belgian legislation on the disclosure of major shareholdings at the latest twenty days before such meeting, it being understood that a shareholder will in any event be allowed to vote a number of securities that does not exceed three per cent of the total of the voting rights existing on the day of that shareholders’ meeting or which is in between two successive disclosure thresholds.

The holders of bonds or subscription rights may attend shareholders’ meetings if they have complied with the registration and confirmation procedure applicable to shareholders, but do not have the right to vote.

6.1	Voting by proxy

All holders of securities entitled to vote may be represented at the shareholders’ meeting in accordance with applicable rules.

Proxy holders need not be shareholders. Shareholders may designate only one person as proxy holder, except in circumstances where Belgian law allows the designation of multiple proxy holders. A proxy given for a certain shareholders’ meeting remains valid for all subsequent meetings with the same agenda. Shareholders are invited to designate a proxy holder using the form prepared by the Company. The appointment of a proxy holder by a shareholder is made in writing or by electronic means and must be signed by the shareholder, as the case may be with an electronic signature in accordance with the applicable legal requirements. The notification of the appointment must be made in writing or by electronic means and must reach the Company (at the address indicated in the convening notice) at the latest on the 6th calendar day before the shareholders’ meeting concerned. Only proxies sent by shareholders who have complied with the registration and confirmation procedure set out in the convening notice are taken into account for the calculation of the quorum and voting majority. Any appointment of a proxy holder must comply with the applicable Belgian legislation, notably in terms of conflicting interests.

In case shareholders, in accordance with Article 533ter of the Companies Code, exercise their right to add items to the agenda and to file resolution proposals, proxies filed prior to the publication of the revised agenda shall remain valid for the agenda items they cover. In case new/alternative resolution proposals are filed with regard to existing agenda items, the proxy holder will always be entitled to deviate from previously given voting instructions should their implementation be detrimental to the interests of the shareholder. In that event, the proxy holder shall notify the latter of any such deviation as well as the justification thereof. The proxy also needs to indicate whether, in case new items are added to the agenda by shareholders, the proxy holder is entitled to vote on the new items or whether he/she/it should abstain.

Finally, in case of a potential conflict of interests between the proxy holder and the shareholder, the proxy holder (i) must disclose the specific facts which may be relevant for the shareholder in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder and (ii) may exercise the voting right only where he/she/it has received specific voting instructions for each item of the agenda. A conflict of interests exists, for example, when shareholders appoint one of the following persons as a proxy holder: (i) the Company itself, an entity controlled by it, a shareholder controlling the Company or any other entity controlled by such shareholder; (ii) a member of the board of directors, of the corporate bodies of the Company, of a shareholder controlling the Company or of any other controlled entity referred to under (i); (iii) an employee or a (statutory) auditor of the Company, of the shareholder controlling the Company or of any other controlled entity referred to under (i); (iv) a person who has a parental tie with a natural person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person.

6.2	Voting remotely in advance of the shareholders’ meeting

Shareholders are authorised, before the shareholders’ meeting concerned, to vote by correspondence or, if permitted by the convening notice, by electronic means. Such votes must be cast on the form prepared by the Company. Such forms must be signed by the shareholder, as the case may be with an electronic signature in accordance with the applicable legal requirements. The Company must receive original signed forms at the latest on the 6th calendar day before the shareholders’ meeting concerned. The form for voting remotely filed for a certain shareholders’ meeting remains valid for all subsequent meetings with the same agenda. Forms which do not indicate a positive or a negative vote, or an abstention, are void. Shareholders voting remotely must, in order for their vote to be taken into account for the calculation of the quorum and voting majority, comply with the registration and confirmation procedure set out in the convening notice. A vote by correspondence is irrevocable. Holders of shares who voted remotely may still attend the shareholders’ meeting but will not be permitted to vote in person or by proxy for the number of shares for which they voted remotely.

In case shareholders, in accordance with Article 533ter of the Companies Code, exercise their right to table new/alternative resolution proposals for existing agenda items, votes by correspondence received by the Company before the completed agenda has been issued will remain valid for the items covered by such form. However, votes on agenda items for which new/alternative resolution proposals have been tabled will be invalid. In that case, shareholders may vote by correspondence on these new/alternative resolution proposals using the revised forms to vote by correspondence which the Company will make available.

In case shareholders, in accordance with Article 533ter of the Companies Code, exercise their right to put new items on the agenda of the shareholders’ meeting, shareholders may vote by correspondence on these new items using the revised forms to vote by correspondence which the Company will make available in that case. The votes contained in the original form which relate to existing agenda items will remain valid.

Exhibit 99. 2

Time Sensitive

Materials

Depositary’s Notice of Extraordinary

Shareholders’ Meeting of Delhaize Group SA/NV

ADSs:	American Depositary Shares.
ADS CUSIP No.:	29759W101.
ADS Record Date:	January 25, 2016 (close of business in New York). Date to determine ADS Holders and Beneficial Owners who are to receive these materials and who are eligible to give voting instructions to the Depositary upon the terms described herein.
Share Record Date:	February 29, 2016. Date on which ADS Holders are required under Belgian Law to hold their interests in the shares of the Company in order to be eligible to vote at the Meeting
Meeting Specifics:	Extraordinary Shareholders’ Meeting to be held Monday, March 14, 2016 at 2:00 p.m. (CET) at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium (the “Meeting”).
Meeting Agenda:	Please see the Royal Ahold N.V. Prospectus, Notice of Availability of Proxy Materials and the ADS Voting Instruction Form enclosed herewith.
ADS Voting Deadline:	Please see the ADS Voting Instruction Form enclosed herewith.
Deposited Securities:	Ordinary shares, without nominal value, of Delhaize Group, a société anonyme/naamloze vennootschap organized under the laws of Belgium (the “Company”).
ADS Ratio:	1 ordinary share to 4 ADSs.
Depositary:	Citibank, N.A.
Custodian of Deposited Securities:	Citibank International Plc London.
Deposit Agreement:	Second Amended and Restated Deposit Agreement, dated as of May 3, 2013.

To be counted, your voting instructions need to be received by the Depositary prior to the applicable ADS Voting Deadline. No voting rights will be exercised by the Depositary for voting instructions received after the applicable ADS Voting Deadline. In addition, your voting instructions will be disregarded if the Depositary is unable to confirm your continued ownership of the ADS as of the Share Record Date.

The Company has announced that the Meeting will be held at the date, time and location identified in the enclosed ADS Voting Instruction Form. Enclosed is a copy of the Royal Ahold N.V. Prospectus as well as a Notice of Availability of Proxy Materials which will enable you to determine how you may obtain a copy of the Company’s Notice of Meeting.

Subject to Belgian law, the Articles of Association of the Company, the provisions of or governing the Deposited Securities, the terms of the Deposit Agreement, Registered Holders (as defined below) and DTC Holders (as defined below), in each case as of the close of business on the ADS Record Date, will be entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Deposited Securities represented by their ADSs. However, as mentioned above, the voting instructions of any such holder will be disregarded if the Depositary is unable to confirm such holder’s continued ownership of the ADSs as of the Share Record Date.

DTC Holders

In order to vote their ADSs, owners of ADSs (“DTC Holders”) holding their ADSs in a brokerage or custodian account through The Depository Trust Company (“DTC”) as of the ADS Record Date must continue to own their ADSs as of the Share Record Date and must instruct their broker or custodian to give voting instructions to the Depositary and to confirm ownership of the ADSs to the Depositary. On the Share Record Date the Depositary will verify the continued ownership of the ADSs by the instructing DTC Holders with the applicable brokers or custodians (through which the instructing DTC Holders provided voting instructions to the Depositary). Failure to confirm continued ownership of ADSs as of the Share Record Date will invalidate the voting instructions previously delivered.

Registered Holders

In order to vote their ADSs, Holders of ADSs registered in their name on the books of the Depositary (“Registered Holders”) must timely deliver a Voting Instruction Form to the Depositary and continue to be the Registered Holders of their ADSs as of the Share Record Date. If a Registered Holder transfers or cancels ADSs at any time before the Share Record Date any voting instructions delivered to the Depositary will be invalidated. On the Share Record Date, the Depositary will verify the continued registration on its books of the ADSs in the name of the instructing Registered Holders (who also held the ADSs as of the ADS Record Date) and will recognize as valid only the voting instructions that were timely received from Registered Holders as of the ADS Record Date who continue to be the Registered Holders of the ADS as of the Share Record Date.

Registered Holders as of the ADS Record Date may provide their voting instructions to the Depositary through the Internet, via telephone or by mail.

	●	Voting by Internet: Log on to the Internet and go to www.citi.com/dr. Click on “Investors” and then click on “Voting by Internet”. Follow the steps outlined on the secured website.

		Or with your Smartphone scan the QR code to cast your vote now.

	●	Voting by Telephone: Call toll free 1-800-652-Vote (8683) within the USA, US territories and Canada. There is NO CHARGE to you for the call. Follow the instructions provided in the recorded message.

-2-


		Enter your Proxy Access Number which is the circled number located on the front of the card in the shaded bar.

		Complete the Voting Instructions provided on the mobile optimized website by the Voting Deadline.

	●	Voting by Mail: Mark, sign and date your Voting Instruction Form which is included with this notice. Detach your Voting Instruction Form. Return your Voting Instruction Form in the postage-paid envelope provided with the Voting Instruction Form.

NO VOTING RIGHTS WILL BE EXERCISED BY THE DEPOSITARY IF IT DOES NOT RECEIVE TIMELY VOTING INSTRUCTIONS. VOTING INSTRUCTIONS WHICH DO NOT CLEARLY IDENTIFY THE HOLDER PROVIDING VOTING INSTRUCTIONS FOR THEIR ADSs WILL BE DEEMED BY THE DEPOSITARY AND THE COMPANY TO BE NULL AND VOID.

The right of any ADS holder to give instructions to the Depositary as to the exercise of voting rights or the right of any ADS holder to vote withdrawn ordinary shares in person or by proxy may be limited if such ADS holder fails to (i) comply with the information requests, (ii) comply with ownership restrictions, (iii) meet reporting obligations, (iv) obtain regulatory approvals (if any), or (v) disclose their interest held in the Company as described in the Deposit Agreement.

If a Voting Instruction Form is signed and timely returned to the Depositary by a holder of ADSs (who otherwise satisfied all conditions for voting) but no specific voting direction is marked as to one or more of the proposals, such holder will be deemed to have directed the Depositary to vote as to such proposal(s) in the manner set forth on the Voting Instruction Form.

ADS holders who have delivered voting instructions agree that such voting instruction may, at the request of the Company, be disclosed by the Company, for purposes of compliance with Belgian law, in connection with the Meeting, whether prior, during or after such Meeting.

The information with respect to the Meeting has been provided by the Company. Citibank, N.A. is making this information available to you, at the request of the Company, solely in its capacity as Depositary and in accordance with the terms of the Deposit Agreement, and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. A copy of the Deposit Agreement has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form F-6 (Registration No. 333-156798) and can be retrieved from the Securities and Exchange Commission’s website (www.sec.gov).

If you have any questions concerning the enclosed materials or if you need further explanation of the materials covered therein, please call Citibank, N.A. - ADR Shareholder Services toll-free at 877-853-2191.

Citibank, N.A., as Depositary

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Annex 1 to Exhibit 99.2

Voting Instructions You can vote by Internet, Telephone or by Mail Delhaize Group encourages you to take advantage of convenient ways by which you can vote your shares. All votes must be received by the Depositary prior to 10:00 a.m. (New York City time) on March 4, 2016. Vote by Internet Log on to the Internet and go to www.citi.com/dr. Click on “Investors” and then click on “Voting by Internet”. Follow the steps outlined on the secured website. Or with your Smartphone scan the QR code to cast your vote now. Vote by Telephone Call toll free 1-800-652-Vote (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Follow the instructions provided in the recorded message. Vote by Mail Mark, sign and date your Voting Instruction Form. Detach your Voting Instruction Form. Return your Voting Instruction Form in the postage-paid envelope provided. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Extraordinary Shareholders’ Meeting on March 14, 2016 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. DELHAIZE GROUP SA/NV (the “Company”) If this Voting Instruction Form is signed and timely returned to the Depositary by a holder of ADSs (who has otherwise satisfied all conditions to voting) but no specific direction as to voting is marked below as to one or more proposals, the undersigned shall be deemed to have directed the Depositary to vote “FOR” the unmarked proposal(s) if the Company’s board of directors has recommended approval of such proposal(s). [THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS]. For Against Abstain 1. NA NA NA 2. NA NA NA 3. 4. 5. 6. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign your name to the Voting Instruction Form exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner of ADSs, each MUST sign. A Voting Instruction Form executed by a corporation should be in full name by a duly authorized officer with full title as such. Please be sure to sign and date this Voting Instruction Form. If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” voting instruction for such issue. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1 U P X <STOCK#> 029CVE

Agenda 1.Acknowledgment and discussion of the following documents of which the shareholders could receive a copy free of charge: i.the joint cross-border merger proposal, drawn up by the Management Board of Koninklijke Ahold N.V. (“Ahold”) and the Board of Directors of the Company, in accordance with Article 5 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies, Article 772/6 of the Belgian Companies Code and section 2:312 juncto 2:326 juncto 2:333d of the Dutch Civil Code (the “Merger Proposal”); ii.the board report, drawn up by the Board of Directors of the Company, in accordance with Article 7 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies and Article 772/8 of the Belgian Companies Code (the “Board Report”); and iii.the report, drawn up by the Company’s statutory auditor, in accordance with Article 8 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies and Article 772/9 of the Belgian Companies Code (the “Auditor’s Report”). 2.Communication of any material changes in the assets and liabilities of the companies involved in the merger between the date of the Merger Proposal and the date of the merger, in accordance with Article 696 juncto 772/1 of the Belgian Companies Code. 3.Cross-border merger by acquisition of the Company by Ahold – Reference provisions of the Dutch Law Role Employees at European Legal Entities – Transfer of real estate Proposed resolution: approval of: i.the Merger Proposal, conditional upon the satisfaction of the conditions precedent set out in the Merger Proposal and effective as from 00:00 a.m. CET on the first day after the day on which a Dutch civil law notary executes the Dutch notarial deed of cross-border merger (the “Effective Time”); ii.the cross-border merger by acquisition of the Company by Ahold within the meaning of Article 2.2 a) of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on crossborder mergers of limited liability companies, Articles 671 and 772/1 of the Belgian Companies Code and Section 2:309 juncto Section 2:333 of the Dutch Civil Code, in accordance with the terms of the Merger Proposal, conditional upon the satisfaction of the conditions precedent set out in the Merger Proposal and effective as from and conditional upon the Effective Time, and hence dissolution without liquidation of the Company; iii.the application of the reference provisions of Section 1:31, subsections 2 and 3 of the Dutch Law Role Employees at European Legal Entities (Wet Rol Werknemers bij Europese Rechtspersonen) (the “RWER Law”) instead of initiating negotiations with a special negotiating body (as referred to in Section 2:333k subsection 12 of the Dutch Civil Code) and, hence, to continue the existing situation at the level of Ahold or at the level of the Company with respect to employee participation as defined in Article 1:1 of the RWER Law; and iv.the fact that the real property and immovable rights in rem of which the Company declares to be the owner shall be the subject of separate notarial deeds which shall contain the legal formalities to be complied with regarding the transfer of such real property and immovable rights in rem (without prejudice to the legal formalities which are contained in the minutes of this extraordinary shareholders’meeting) and which shall be transcribed in the records of the competent mortgage registries. 4.Grant of Delhaize EU PSUs to Mr. Frans Muller Proposed resolution: approval of the exceptional grant to Mr. Frans Muller of Delhaize EU PSUs prior to the day on which a Dutch civil law notary executes the Dutch notarial deed of cross-border merger (the “Closing”) and with a value of EUR 1.5 million. The vesting of the Delhaize EU PSUs shall occur three years after grant, subject to company performance against financial targets, which currently relate to shareholder value creation, fixed upon grant. The number of shares to be received upon vesting of the Delhaize EU PSUs will vary from 0% to 150% of the awarded number of Delhaize EU PSUs, in function of the achieved company performance against financial targets and upon Closing the performance will be measured against targets as set for the combined company’s long-term incentive plan. Vesting of the Delhaize EU PSUs granted under this exceptional grant will be conditional upon (i) Closing taking place, and (ii) Mr. Frans Muller’s continued work under his management contract with the Company on the date of Closing. If any of these vesting conditions is not met, vesting will not take place and the Delhaize EU PSUs granted under this exceptional grant will automatically expire and become null and void. Upon Closing, the Delhaize EU PSUs granted under this exceptional grant will be converted into performance shares under the combined company’s long-term incentive plan. 5.Release from liability of the directors Proposed resolution: approval of the release of the directors from any liability arising from the performance of their duties during the period from 1 January 2016 until the date of this extraordinary shareholders’ meeting. 6.Delegation of powers Proposed resolution: approval of the delegation of powers to: i.B-Docs BVBA, having its registered office at Willem De Zwijgerstraat 27, 1000 Brussels, with the power to sub-delegate, to perform all formalities with the Register of Legal Entities, the VAT administration and any business one-stop-shop in order to amend and/or cancel the registration of the Company with the Crossroads Bank for Enterprises, as well as to perform all formalities resulting from the dissolution of the Company; ii.any current director of the Company, as well as to Philippe Dechamps, Nicolas Jérôme, Els Steen and Benoit Stockman, acting individually and with the power to sub-delegate, to sign, jointly with one or more representative(s) to be appointed by the general meeting of Ahold, the notarial deeds referred to in resolution 3.iv. above, as well as any rectifying notarial deeds regarding any material errors or omissions with respect to the real property or immovable rights in rem of the Company; and iii.any current director of the Company, as well as to Philippe Dechamps and Nicolas Jérôme, acting individually and with the power to sub-delegate, to implement the decisions taken by the extraordinary shareholders’ meeting and to carry out all necessary or useful formalities to that effect. More information concerning the above resolutions is available on the Company’s website www.delhaizegroup.com. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Extraordinary Shareholders’ Meeting to be held on March 14, 2016 The Voting Instruction Form must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on March 4, 2016 for action to be taken. VOTING INSTRUCTION FORMAMERICAN DEPOSITARY SHARES DELHAIZE GROUP SA/NV (the “Company”) CUSIP No.:29759W101. ADS Record Date:January 25, 2016. Share Record Date:February 29, 2016. (Date on which ADS Holders are required under Belgian Law to hold their interest in the shares of the Company in order to be eligible to vote at the Meeting). Meeting Specifics:Extraordinary Shareholders’ Meeting to be held on Monday, March 14, 2016 at 2:00 p.m. (CET) at the Proximus Lounge, rue Stroobantsstraat 51 in 1140 Brussels, Belgium (the “Meeting”). Meeting Agenda:Please refer to the enclosed Royal Ahold N.V. Prospectus and Notice of Availability of Proxy Materials. Depositary:Citibank, N.A. Deposit Agreement:Second Amended and Restated Deposit Agreement, dated as of May 3, 2013. Deposited Securities:Ordinary shares of the Company. Custodian:Citibank International Plc London. The undersigned holder, as of the ADS Record Date, of the American Depositary Shares identified above (the “ADSs”), acknowledges receipt of a copy of the Depositary’s Notice of Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the undersigned’s ADSs in the manner indicated on the reverse side hereof. The undersigned recognizes that any sale, transfer or cancellation of ADSs before the Share Record Date will invalidate these voting instructions if the Depositary is unable to verify the continued ownership of ADSs as of the Share Record Date. The right of any holders of ADSs to give instructions to the Depositary as to the exercise of voting rights may be limited if such Holder fails to comply with the disclosure of interest requirements under Belgian law (which are summarized in Section 3.7 of the Deposit Agreement). In order to exercise voting rights, an owner who is not the registered holder of ADSs on the books of the Depositary will be required, subject to applicable provisions of the laws of Belgium, the Articles of Association of the Company and the Deposit Agreement, to have such ownership of ADS, verified by the Depositary as of the Share Record Date. Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instruction Form must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.

Annex 2 to Exhibit 99.2

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary Shareholders Meeting to Be Held on March 14, 2016.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

A complete version of the proxy materials relating to the March 14, 2016 Extraordinary Shareholders Meeting is available at http://www.delhaizegroup.com/en/CorporateGovernance/ShareholderInformation/GeneralMeetings/ExtraordinaryGeneralMeetingofMarch14th2016.aspx

If you wish to receive a paper or email copy of these documents, you must request one. There is no charge for requesting a copy. Please make your request to our Depositary Bank, Citibank, by contacting the Delhaize Group ADR Shareholder Services line toll free at 1-877-853-2191, Monday through Friday from 08:30 AM through 06:00 PM Eastern Time. Alternatively, you may request these materials in writing to the address below.

Citibank Shareholder Services

P.O. Box 43077

Providence, Rhode Island 02940-5000

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