Royal Ahold, the international food provider, today announced that the pricing of its combined global offering of new common shares and subordinated convertible notes was successful. The stock offering closed last night and subscription to the subordinated convertible notes closed May 12.

The total proceeds of the offering will amount to Euro 3.2 billion, excluding the 15% greenshoe option on both instruments. Ahold will use the net proceeds to repay a portion of the debt incurred to finance the acquisition of U.S. Foodservice and the joint venture with the ICA Group.

Price per common share set at Euro 26.00

The offering price per common share has been set at Euro 26.00 and per ADS at USD 23.80. The dividend over 1999, to which the new shares and subordinated convertible notes are not entitled, has been taken into account when determining the issue price.

Ahold will issue 93 million new common shares for a total value of Euro 2.4 billion. In addition, Ahold will issue an aggregate principal amount of Euro 0.8 billion in subordinated convertible notes. The coupon for these notes has been set at 4% and the conversion price is Euro 33.02, representing a premium of 27% to the issue price of the common shares. Holders can convert the subordinated convertible notes into Ahold common stock at any time from the issue date through maturity on May 19, 2005. Ahold may call the notes under certain circumstances after May 19, 2003.

Listing and prospectus

The new common shares are expected to be listed on the stock markets of Amsterdam, New York (in the form of ADSs) and Zurich effective May 19, 2000. After the offering, the company will have 739 million common shares outstanding. The subordinated convertible notes will be listed on the Amsterdam Exchanges as of the same date. Conditional trading is expected to commence on May 16, 2000, for the new common shares and on May 17, 2000, for the subordinated convertible notes.

The final prospectus will be available from Ahold and the syndicate banks. ABN AMRO Rothschild, Goldman Sachs International and Merrill Lynch International are joint global coordinators and joint bookrunners for the offering. ING Barings, Kempen & Co and Rabo Securities acted as co-managers.

Royal Ahold

Royal Ahold is a rapidly growing international food provider with over 7,000 stores in the United States, Europe, Latin America and Asia, servicing more than 30 million customers every week. Including the acquisition of U.S. Foodservice, the joint venture with the ICA Group and robust autonomous growth, Ahold now has annualized sales approaching Euro 50 billion.

This press release is not for publication and distribution in Canada or Japan.

This release is not an offer of securities for sale in the United States, the securities may not be offered or sold in the United States absent registration and the public offering of securities in the United States will be made by means of a prospectus that may be obtained from Ahold which contains detailed information about the company and management as well as financial statements.