Press Release
[Graphic omitted] Ahold
                                                       Royal Ahold
                                                       Corporate Communications



                                                Date:  February 12, 2004
                                For more information:  +31 75 659 57 20






Ahold agrees on restructuring of cumulative preferred financing shares

Zaandam, The Netherlands, February 12, 2004 - Ahold today announced that
agreement has been reached with the holders of (depository receipts of)
cumulative preferred financing shares (the "Preferred Shares") on the
restructuring of the Preferred Shares. The restructuring consists of (i) a
limitation of their voting rights; and (ii) the possibility to convert the
Preferred Shares into common shares. Item (ii) is subject to the approval of an
Extraordinary General Meeting of Shareholders ("EGM") that will be held on March
3, 2004.

The main elements of the restructuring are as follows:

o    Limitation of voting rights
       The holders of the approximately 369 million outstanding Preferred Shares
       have agreed, as an integral part of the restructuring, to reduce the
       number of votes that can be exercised on the Preferred Shares from
       approximately 369 million to approximately 100 million (or from
       approximately 19% of the aggregate votes to approximately 6%). The number
       of votes has been determined on the basis of the nominal value increased
       with the paid in capital of the Preferred Shares and Ahold's common share
       price on January 30, 2004. With this reduction, the voting rights will be
       brought in line with the relative economic contribution of the Preferred
       Shares.

       The limitation of voting rights will become effective after the EGM has
       approved the conversion possibility of the Preferred Shares into common
       shares. However, the holders of the Preferred Shares have indicated their
       willingness to voluntarily limit their voting rights to approximately 100
       million in the March 3, 2004 EGM when said conversion possibility will be
       voted upon.

                                                  Albert Heijnweg 1, Zaandam
                                                  P.O. Box 3050, 1500 HB Zaandam
                                                  The Netherlands
                                                  Phone:  +31 (0)75 659 5720
http://www.ahold.com                              Fax:    +31 (0)75 659 8302

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o    Conversion right
       With a view to allow to providing for one type of stock over time, Ahold
       and the holders of the Preferred Shares have agreed to make the Preferred
       Shares convertible into common shares. The conversion conditions have
       been set so as to avoid any transfer of value from the common shares to
       the Preferred Shares. Main terms of the agreement on conversion are as
       follows:

       -  Conversion can take place with an exchange ratio based on the value of
           the Preferred Shares and the actual share price of the common shares
           at the time of conversion. As a result, the number of common shares
           to be received from conversion will decrease in case of an increase
           in Ahold's common share price at that time. At today's common share
           price, the total number of common shares to be received from
           conversion would be approximately 100 million. The maximum number of
           common shares to be received upon conversion has been capped at 120
           million;
       -  The Preferred Shares will be convertible as of March 2006;
       -  The dividend yield will be reduced by 0.2% as of March 2006.

Disclosure
The full text of the agreement between Ahold and the holders of the Preferred
Shares, containing further arrangements for future dividend resets and possible
redemption of the Preferred Shares, can be found on Ahold's corporate website at
www.ahold.com.

Further changes to corporate governance structure
Ahold will announce further changes to its corporate governance structure in its
press release to be issued Monday, February 16, 2004.


Ahold Corporate Communications:  +31.75.659.57.20


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Certain statements in this press release are "forward-looking statements" within
the meaning of U.S. federal securities laws and are intended to be covered by
the safe harbors created thereby. These forward-looking statements include
statements relating to the limitation of voting rights of the Preferred Shares
and the possibility to convert the Preferred Shares into common shares. These
forward-looking statements are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from those
expressed in those forward-looking statements. Such factors include, but are
not limited to, approval at the EGM of the granting of conversion rights into
common shares. Many of these factors are beyond Ahold's ability to control or
estimate precisely. Readers are cautioned not to place undue reliance on such
forward-looking statement, which only speaks as of the date of this press
release. For a more detailed discussion of such risks and other factors, see
Ahold's Annual Report on Form 20-F for its most recent fiscal year. Ahold does
not undertake any obligation to release publicly any revisions to this
forward-looking statement to reflect events or circumstances after the date of
this press release or to reflect the occurrence of unanticipated events, except
as may be required under applicable securities laws. Outside The Netherlands
Koninklijke Ahold N.V., being its registered name, presents itself under the
name of "Royal Ahold" or simply "Ahold".
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