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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND ------------------------------------------------------------x Civil No.: 1:03-MD-01539 IN RE ROYAL AHOLD N.V. SECURITIES & ERISA LITIGATION -----------------------------------------------------------x FINAL JUDGMENT AND ORDER OF DISMISSAL On June 16, 2006, a hearing (the "Settlement Fairness Hearing") having been held before this Court to determine: (i) whether the Action satisfies the applicable prerequisites for class action treatment and certification of the Class under Fed. R. Civ. P. 23(a) and (b)(3) for settlement purposes only; (ii) whether the proposed Settlement is fair, reasonable and adequate for the settlement of all claims asserted by the Lead Plaintiffs on behalf of all Class Members against the Specified Defendants in the Consolidated Amended Securities Class Action Complaint (the "Complaint") in the Action now pending in this Court under the above caption; (iii) whether the Plan of Allocation of the Net Settlement Fund is fair, reasonable and adequate; (iv) whether the Notice and related documents and the Notice Plan constituted the best notice practicable under the circumstances; and (v) whether a judgment should be entered dismissing the Action and extinguishing the Released Claims as against the Specified Defendants with prejudice. And it appearing that the Notice, the Proof of Claim and Waiver and Release (the "Proof of Claim"), the Plan of Allocation and related documents substantially in the forms approved by the Court were mailed in numerous different countries and different languages to all reasonably identifiable persons and entities ("Class Members") who purchased and/or received as dividends Royal Ahold N.V. common shares and/or American Depository Receipts ("ADRs") from July 30, 1999 through February 23, 2003 1 ALL SECURITIES ACTIONS

(the "Class Period"), except those Persons who are excluded from the definition of the Class, as shown by the records of Ahold and as further identified through the posting of such documents on certain websites, including www.AholdSettlement.com and www.Entwistle-Law.com, the mailing of the Notice, the Proof of Claim, the Plan of Allocation and related documents, pursuant to the Notice Plan and the earlier order of the Court; And it appearing that the Summary Notice substantially in the form approved by the Court was published in numerous different countries and different languages in accordance with the Notice Plan and pursuant to the earlier Order of the Court; And the Court having reviewed the submissions of the Notice Administrator and Claims Administrator concerning the implementation of the Notice Plan; And the Court, having considered any and all Class Members' objections to the Settlement and the Plan of Allocation, as identified on Schedule A hereto; And the Court, having considered all matters submitted to it before and during the Settlement Fairness Hearing, and otherwise having determined the fairness and reasonableness of the proposed Settlement of the claims in the Action of the Class Members against the Specified Defendants; NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. To the extent not otherwise defined herein, all capitalized terms shall have

the same meaning as used in the Settlement Agreement dated November 27, 2005 as amended on January 6, 2006 (the "Agreement") and/or in the Court's prior Order preliminarily approving the Settlement. To the extent that the terms of this Order and Final Judgment conflict with the terms of the Agreement, the terms of this Order and Final Judgment shall govern. 2

2.

The Court has jurisdiction over the subject matter of this Action and over

all parties to the Settlement, including all Class Members and all Specified Defendants. 3. 4. All objections to the Settlement are DENIED. Solely for the purposes of the Settlement, the Court finds that the

prerequisites for a class action under Fed. R. Civ. P. 23(a) and (b)(3) have been satisfied in that: (i) the Class Members are so numerous that joinder of all Class Members is impracticable; (ii) there are questions of law and fact common to the Members of the Class; (iii) the claims of the Lead Plaintiffs and the other Proposed Class Representatives are typical of the claims of the Members of the Class; (iv) Lead Plaintiffs and the other Proposed Class Representatives will fairly and adequately represent the interests of the Class; (v) the questions of law and fact common to the members of the Class predominate over any questions affecting only individual Class Members; and (vi) certifying the Class in this Action is superior to other available methods for the fair and efficient adjudication of the controversy. 5. Pursuant to Fed. R. Civ. P. 23, the Court appoints: Lead Plaintiff

COPERA as a class representative for all purposes; Lead Plaintiff Generic Trading as a class representative for ADR purchasers; Itzehoer Aktien Club GbR ("IAC") as an additional class representative for non-United States domiciled members of the Class; Union Asset Management Holding AG ("Union") as an additional class representative for Class Members who purchased shares in the September 2001 Global Offering; and Deka Investment GmbH ("Deka") as an additional class representative for Class Members who purchased shares in the September 2001 Global Offering (collectively, the "Class Representatives"), as representatives of the Class for the purposes of the Settlement. Pursuant to Rule 23(g), the Court appoints Entwistle & Cappucci, LLP as 3

counsel for the class ("Class Counsel"). Notice of this Order certifying the Class for the purposes of the Settlement shall be provided to all members of the Class, as detailed below. 6. Subject to this Order and Final Judgment, the Settlement set forth in the

Agreement is hereby APPROVED as fair, reasonable and adequate, and in the best interests of the Class Members. The parties to the Settlement are directed to consummate the Settlement in accordance with the terms and provisions of the Agreement. 7. The Complaint's claims against the Specified Defendants are hereby

dismissed without costs and with prejudice. As to the Specified Defendants, the Court finds the Complaint was filed, prosecuted and defended on a good faith basis in accordance with the Private Securities Litigation Reform Act of 1995 and Rule 11 of the Federal Rules of Civil Procedure. 8. As of the Effective Date, defined below, the Released Claims against each

and all of the Specified Defendants are fully, finally and forever compromised, settled, extinguished, dismissed, discharged, waived, and released with prejudice, and without costs. This Order and Final Judgment fully, finally and forever compromises, settles, extinguishes, dismisses, discharges, waives, and releases with prejudice the Released Claims, whether or not a Class Member submits a Proof of Claim or otherwise shares in the Net Settlement Fund. 9. As of the Effective Date, each and every Class Member is forever barred

and enjoined from seeking to establish liability, soliciting or assisting non-parties to bring claims based upon, relating to, or arising out of the Released Claims and/or the transactions and occurrences referred to in the Complaint, as amended, or in any other pleadings filed in the Action (including, without limitation, any claim or action seeking 4

indemnification and/or contribution, however denominated) in any court of law or equity, arbitration tribunal, administrative forum, or other forum of any kind, against any of the Specified Defendants. Any Class Member that breaches this covenant not to sue shall be liable to Ahold and/or any other Specified Defendant sued for any and all claims, damages, costs (including the cost of investigation, attorneys' fees, and any other costs and expenses) relating to the breach of this covenant not to sue. 10. Upon the Effective Date, each and every Class Member expressly waives

and fully, finally, and forever settles and releases, any known or unknown, suspected or unsuspected, contingent or non-contingent claim with respect to the subject matter of the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. Such waiver and release shall include any and all provisions, rights, and benefits conferred by

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