1st Oct 2008 12:21
Convocation of Extraordinary General Meeting of Shareholders of
X5 Retail Group N.V.
X5 Retail Group N.V. (the "Company") invites its shareholders and holders of global depository receipts ("GDRs") to its Extraordinary General Meeting of Shareholders to be held at Parkstraat 20, 2514 JK The Hague, The Netherlands at 11.00 am CET on 29 October 2008 (the "EGM").
The following items will be discussed at the EGM. Shareholders and holders of global depositary receipts will be requested to vote on items 2a, 2b, 3, and 4.
Agenda:
1. Opening and announcements
2. Composition of the Supervisory Board
Appointment of a new member of the Supervisory Board
Remuneration of the new member of the Supervisory Board
3. Remuneration Messrs. Hervé Defforey and Carlos Criado-Pérez Trefault
4. Proposal to amend the Articles of Association
5. Any other business and conclusion
Record date
In accordance with article 36, paragraph 10 of the articles of association of the Company (the "Articles of Association"), the Management Board has resolved, as approved by the Supervisory Board, that persons with the right to vote and/or the right to attend the EGM are considered to be those persons who on 1 October 2008 after processing of all debit and credit entries up to and including that day (the "Record Date") are registered in one of the registers mentioned hereafter.
The shareholders' register of the Company in Amsterdam, the Netherlands, has been designated as register to certify the shareholders entitled to vote on the shares. The shareholders identified as entitled to vote on the basis of the shareholders register of the Company on the Record Date may exercise their rights to vote and attend the EGM. These shareholders may also exercise their rights to vote and/or attend the EGM by a written proxy, in the English language, duly executed and legalized in accordance with the laws of the country where the proxy is issued. Proxy holders shall present their power of attorney at the EGM.
The register of GDR holders maintained by the Bank of New York (the "Depository") indicates the persons entitled to GDRs on the Record Date and entitled to give voting instructions to the Depositary pursuant to Condition 12 of the GDRs. GDR holders may instruct the Depositary with regard to the exercise of voting rights with respect to Deposited Shares (as defined in the GDR Conditions) by completing, signing and returning to the Depositary the relevant voting documentation forwarded by the Depositary to the GDR holders following receipt by the Depositary from the Company. The deadline for providing instructions to the Depositary will be specified by the Depositary in the information provided to GDR holders. The Depositary will procure the exercise of voting instructions received from GDR holders by the relevant deadline in accordance with the GDR conditions and the normal processes of the Depositary.
Alternatively, GDR holders who wish to vote in person at the EGM will, on request, be granted an exclusive proxy to do so by the Depository. A GDR holder to whom such exclusive proxy has been granted must notify the Management Board of the Company of their intention to attend and vote at the EGM and must provide the Management Board with a copy of such proxy at least five (5) days prior to the EGM. GDR holders who intend to vote in this manner must provide sufficient proof of identification on admission to the EGM. In addition, if the exclusive proxy has been granted by the Depository to a GDR holder which is a legal entity, the person who represents such legal entity at the EGM must provide sufficient proof that he is duly authorised to do so by means of a statement from a local lawyer or notary admitted to practice in the jurisdiction of the GDR holder, duly executed and legalised in accordance with the laws of such jurisdiction.
Amsterdam, 30 September 2008
The Management Board
Shareholder Circular and Explanatory Notes to the Agenda
Item 2a
The Supervisory Board proposes to appoint Mr. Stephan DuCharme as additional member of the Supervisory Board for a period of four years until 2012. The Supervisory Board has drawn up the following binding list of candidates in accordance with the Articles of Association:
Mr. Stephan DuCharme
Mr. Alexander Kuchinskiy
Upon appointment of one of these candidates, the Supervisory Board will be composed of eight members.
Mr. Stephan DuCharme was born on 20 April 1964 in Addis Ababa, Ethiopia. He graduated with distinction from the University of California at Berkeley and received his MBA from INSEAD.
Mr. DuCharme began his professional career with Salomon Brothers in New York and Frankfurt in 1987.
In 1992 he joined the European Bank for Reconstruction and Development (EBRD). As Senior Banker and Deputy Resident Representative in Moscow, he participated in building the bank's original on-the-ground banking presence in the Russian Federation.
In 1997 he joined Alfa Group, one of the largest Russian financial-industrial groups, as director for corporate development, finance & control and member of the group board in Moscow. Responsible for developing the group's holding company into an effective vehicle for ownership and financial control, including creation of a transparent group holding structure, management of external group audit, implementation of a system of internal financial processes, establishment of active subsidiary boards, divestiture of non-core operations.
In 2001 he joined the family office of SUN Group, a private direct investment group, as a senior executive. Mr. DuCharme played a significant role in managing the group's equity stake in SUN-Interbrew Ltd., a significant beer corporation in Russia and the Ukraine, and in the divestiture of the equity stake to InBev S.A. in 2005.
Mr. DuCharme has served on the Board of Directors of CSA Czech Airlines, Alfa Bank and SUN-Interbrew Ltd as well as on the Board of Directors of JSC SUEK as an independent director. Currently he acts as an advisor for SUN Group for whom he serves on the Investment Committee of Alfa Private Equity Partners, a Russian private equity fund, as well as - on behalf of EBRD - on the Supervisory Board of Iberia Refreshments in the Republic of Georgia.
With his proven track record and profound knowledge of business and finance in Russia, Mr. DuCharme is expected to deliver an important and valuable contribution to the responsibilities of the Supervisory Board and the overall development of the Company. Mr. DuCharme owns 4,600 Global Depositary Receipts (GDRs) in the Company. Mr. Alexander Kuchinskiy was born on 30 November 1963 in Irkutsk, USSR. Prior to joining Alfa Group in 2005, he spent most of his professional career in Russia working for various investment management and advisory groups including Brunswick Capital Management, AIG-Brunswick Capital Management, Troika Dialog and others. During 2001-2008 he directly owned/managed several investments in retail and participated in the board of directors and investment committees of several retail companies, including TsUM, Arbat Prestige, X5, Cats & Dogs and On & Ona. Mr. Kuchinskiy holds an MBA in Finance from the School of Business of the University of Washington and a B.S. form the Moscow Institute of Physics and Technology. Mr. Kuchinskiy has no shareholding in the Company.
Mr. DuCharme will be appointed if not at least 2/3 of the votes represented at the EGM representing at least half the issued share capital of the Company votes against his appointment.
Item 2b
The General Meeting of Shareholders is requested to grant Mr. Stephan Ducharme, subject to his appointment to the Supervisory Board, the following remuneration in line with the Company's Remuneration Policy:
An annual gross remuneration of Euro 120,000 starting the day of his appointment.
This remuneration will be payable in one annual instalment in the month December, whereby X5 Retail Group N.V. may make prepayments.
Item 3
In recognition of Mr. Defforey's outstanding contribution to the supervision of the Company's management and his participation and efforts in the Rights Offering in May 2008, the Supervisory Board proposes to submit to approval of the General Meeting of Shareholders an increase of his allocation of options in the third tranche to 42,500 options, each option conferring the right to one Global Depositary Receipt (GDR) in the Company. This increase includes the make-whole adjustment of 6,25% pursuant to the Rights Offering in May 2008.
In addition, as a result of the make-whole adjustment of 6,25% pursuant to the Rights Offering in May 2008, the Supervisory Board proposes to submit to approval of the General Meeting of Shareholders an increase of options allocated to Mr. Carlos Criado-Pérez Trefault in the third tranche to 21,250 options, each option conferring the right to one Global Depositary Receipt (GDR) in the Company.
Item 4
Further to the amendments of the Articles of Association as approved by the General Meeting of Shareholders on 16 June 2008, the Supervisory Board proposes to make the following additional amendments in the Articles of Association of the Company:
Article 9 paragraph 4 and 5 shall read:
4. No authorisation shall be required if the company shall acquire shares in its share capital or depository receipts there of for the purpose of transferring these shares and depository receipts to employees of the company or a group company under a scheme applicable to such employees. Such shares or depository receipts must be included in the price list of a stock exchange. 5. The transfer of shares or depository receipts thereof held by the company shall require a resolution of the Management Board.
The General Meeting of Shareholder is requested to approve the proposed amendments of the Articles of Association.
Related Shares:
X5 Retail