BRUSSELS, Belgium, March 10, 2005 (PRIMEZONE) -- Delhaize Group (Euronext Brussels: DELB) (NYSE:DEG), the Belgian international food retailer, announced today that its Board of Directors will propose to shareholders at the Ordinary General Meeting, to be held on May 26, 2005, to appoint Messrs. Jacques de Vaucleroy, Hugh Farrington and Luc Vansteenkiste as directors for three years. At the same meeting, three current Directors will be departing from the Board of Directors: Baron de Cooman d'Herlinckhove, Mr. Frans Vreys and Mr. Philippe Stroobant.
Baron Jacobs, Chairman of the Board of Directors, commented: "We are grateful to our three departing Board members for their important and longstanding contribution to Delhaize Group. We want to welcome our three new directors. Each of them has a distinctive set of skills and expertise that will contribute to Delhaize Group's future success."
Election of New Directors
Mr. Jacques de Vaucleroy (44). Mr. de Vaucleroy has over 18 years of experience in the financial services sector. He is currently responsible for the retail insurance business of ING in the U.S. as Group President of ING USFS. Jacques de Vaucleroy obtained a law degree (Universite Catholique de Louvain, Belgium) and a Master in Business Law (Vrije Universiteit Brussel, Belgium). Mr. de Vaucleroy is also a member of the Board of Directors of the King Baudouin Foundation United States.
Mr. Hugh G. Farrington (60). After a long retail management career starting in 1968 at Hannaford, a U.S. subsidiary of Delhaize Group, Mr. Farrington served as President and Chief Executive Officer of Hannaford from 1992 to 2001. In 2000, he was appointed as Vice Chairman of Delhaize America, and in 2001, he became Executive Vice President of Delhaize Group and member of its Board of Directors. In 2003, Mr. Farrington left the Board of Directors and resigned from his executive functions within the Group. Mr. Farrington holds a Bachelor's degree from Dartmouth College, Hanover, New Hampshire and a Master of Education from the University of New Hampshire. Mr. Farrington is Chairman of the healthcare system MaineHealth and a former Vice Chairman of the Board of Directors of the Food Marketing Institute (FMI).
Mr. Luc Vansteenkiste (57). Mr. Vansteenkiste is Chief Executive Officer of the Belgian foam production company Recticel. He is Chairman of the Board of Directors of the Belgian photo-finishing company Spector Photo Group and member of the Board of the Belgian listed companies Telindus Group, Sioen, Ter Beke Vleeswaren and Compagnie du Bois Sauvage. Mr. Vansteenkiste is Chairman of the Federation of Belgian Companies and Board member of the Belgian Institute for Board Members. Mr. Vansteenkiste earned his degree in civil engineering at the Katholieke Universiteit Leuven, Belgium.
Resignation and non-Renewal of Directors
Baron de Cooman d'Herlinckhove and Mr. Frans Vreys have tendered their resignation from the Board of Directors effective at the end of the Ordinary General Meeting to be held on May 26, 2005.
Baron de Cooman d'Herlinckhove (71). Charles de Cooman d'Herlinckhove joined Delhaize Group in 1960. He became member of its Executive Committee in 1968 and member of the Board of Directors in 1973. At Delhaize Belgium, he was successively responsible for the supermarket division, the grocery and fresh products merchandising, and the distribution centers and information technology. Baron de Cooman d'Herlinckhove retired in 1995 from its executive functions and acted as consultant for Delhaize Group until 1998.
Frans Vreys (75). Frans Vreys worked from 1955 to 1994 for the Belgian holding company Cobepa, of which he became a member of the Management Board and the Board of Directors. In 1982, he was elected Director of Delhaize Group. Between 1995 and 1999, he served as Chairman of the Board of Directors of Delhaize Group. On January 1, 1999, Mr. Vreys, who reached the age limit of the Board Chairmanship, resigned as Chairman of the Board.
Mr. Philippe Stroobant (51), whose director mandate expires at the Ordinary General Meeting of this year, has decided, for strictly personal and family reasons, not to request at this stage the renewal of his mandate. Philippe Stroobant joined Delhaize Group in 1980 and was Vice President of its Executive Committee and Chairman of the Management Committee of Delhaize Belgium until 1997. In 1990, he was elected Director of Delhaize Group.
Renewal of Directors
The Board of Directors will also propose to the shareholders at the Ordinary General Meeting to be held on May 26, 2005, the reelection of Count de Pret Roose de Calesberg (60) as director for a period of three years.
Independence of Directors
The Board will propose at the Ordinary General Meeting of May 26, 2005 that the shareholders acknowledge that all directors proposed for appointment or renewal are independent within the meaning of the Belgian Company law. The Board of Directors has determined that Messrs. Jacques de Vaucleroy, Luc Vansteenkiste and Count de Pret each qualify also as independent director under the Belgian Code on Corporate Governance and the NYSE rules. Due to a former executive position held in the Group, Mr. Hugh Farrington will only be eligible to qualify as an independent director as from June 2006 under the criteria of the Belgian Code on Corporate Governance and the NYSE rules.
Extraordinary General Meeting
The Board of Directors has decided to call Delhaize Group's shareholders for an Extraordinary General Meeting on April 29, 2005. At this meeting, the Board will propose to the shareholders to renew authorizations granted to the Board of Directors with respect to the authorized capital and the purchase, transfer and pledge of Company shares. The Board of Directors has also decided to call a second Extraordinary General Meeting on May 26, 2005, immediately prior to the Ordinary General Meeting, in case the legal quorum required to validly consider and vote upon the renewal of these authorizations is not reached at the first Extraordinary General Meeting on April 29, 2005.
Delhaize Group
Delhaize Group is a Belgian food retailer present in eight countries on three continents. At the end of 2004, Delhaize Group's sales network consisted of 2,565 stores. In 2004, Delhaize Group posted EUR 18.0 billion (USD 22.4 billion) in sales and EUR 211.5 million (USD 263.0 million) in net earnings. At the end of 2004, Delhaize Group employed approximately 138,000 people. Delhaize Group is listed on Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
This press release is available in English, French and Dutch. You can also find it on the corporate web site at http://www.delhaizegroup.com. Questions can be sent to investor@delhaizegroup.com.
Some of the statements in this press release and other written and oral statements made from time to time by Delhaize Group and its representatives are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements include, but are not limited to, statements about strategic options, future strategies and the anticipated benefits of these strategies. These forward-looking statements generally can be identified as statements that include phrases such as "believe", "expect", "anticipate", "intend", "plan", "foresee", "likely", "will", "should" or other similar words or phrases. Although such statements are based on current information, actual outcomes and results 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 Group, 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 or remodel 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 Group's Annual Report on Form 20-F for the year ended December 31, 2003 and other periodic filings made by Delhaize Group and Delhaize America with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. Delhaize Group and Delhaize America disclaim any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
-0- CONTACT: Guy Elewaut: + 32 2 412 29 48 Geoffroy d'Oultremont: + 32 2 412 83 21 Ruth Kinzey (U.S. media): + 1 704 633 82 50 (ext. 2118) Amy Shue (U.S. investors): + 1 704 633 82 50 (ext. 2529)