17th Oct 2006 07:00
Pyaterochka Holding N.V.17 October 2006 Minutes of the Extraordinary General Meeting of Shareholders of PyaterochkaHolding N.V. held on 16 October 2006 at Rokin 55 in Amsterdam 1. Opening and announcements Mr. David Noble, chairman of the Supervisory Board in accordance with article 34paragraph 1 of the articles of association (hereinafter: 'the Articles') of thecompany, opens the meeting at 11.00 hours and welcomes every shareholder presentat the meeting. It is recorded that the meeting was convened with due observanceof all provisions set out by law and the Articles. In the letter to shareholderswas stated the place, the date and starting time of the meeting. Mr Noblerecords that therefore valid resolutions may be passed by the Annual GeneralMeeting on all subjects placed on the agenda. The chairman ascertains that, in accordance to the list of attendance the totalnumber of shares of the Company, that is 54,120,038 shares, were represented atthe meeting. The chairman recorded that therefore, the quorum as mentioned inarticle 37 sub paragraph 1 of the Articles was represented. Mr Wim Rieff is appointed Secretary to this meeting. 2. Amendment of the Articles It is proposed to the General Meeting to amend the Articles of the Company inaccordance with the draft deed amendment of the Articles, which was depositedfor inspection by the shareholders and the holders of depository receipts andother persons entitled to attend this meeting at the Company's offices inAmsterdam as of 19 September 2006 until and including this day of the meeting. The meeting does not require additional information and approves the amendmentof the Articles in accordance with the draft deed of amendment of the Articlesby unanimous vote. As a consequence the name of the Company will be changed into X5 Retail GroupN.V. when the deed of amendment of the Articles has been passed by the notarypublic. 3. Proposal to accept the resignation of Mr. Nigel Robinson as Supervisory Board member as per the date of this meeting and to grant him full discharge for having acted as Supervisory Board member of the Company; It is proposed to the General Meeting to accept the resignation of Mr. NigelRobinson as Supervisory Board member as per the date of this meeting and togrant him full discharge for having acted as Supervisory Board member of theCompany. This proposal is adopted by unanimous vote. 4. To appoint Mr. Herve Defforey (or alternatively Mr. Franz Wolf) and Mr. Vladimir Ashurkov (or alternatively Mrs Olga Manuylova) as Supervisory Board members of the Company with effect per the date of this meeting for a period of four years until 2010; Under the articles of association, members of the Supervisory Board arenominated by the Supervisory Board and appointed by the shareholders at theGeneral Meeting of Shareholders from a list of nominees, drawn up by theSupervisory Board. The nominees are Mr. Herve Defforey (or alternatively Mr.Franz Wolf) and Mr. Vladimir Ashurkov (or alternatively Mrs Olga Manuylova). It is proposed to the General Meeting of Shareholders to appoint Mr. HerveDefforey and Mr. Vladimir Ashurkov as members to the Supervisory Board from thelist of nominees. The General Meeting appoints Mr. Herve Defforey and Mr. Vladimir Ashurkov asmembers of the Supervisory Board of the Company with effect per the date of thismeeting for a period of four years by unanimous vote. 5. Proposal to approve the remuneration scheme of the Supervisory Board; It is proposed to the General Meeting to approve the remuneration scheme of theSupervisory Board as set out under item 5 in the explanatory notes of the Agendaof the meeting. The General Meeting approves the remuneration scheme of the Supervisory Board byunanimous vote. 6. Authorisation of the Management Board, to have the Company acquire shares or depository receipts, for a consideration in its own capital, to the maximum number that may, by virtue of the provisions of section 2:98 (2) of the Netherlands Civil Code, be acquired by the Company; The General Meeting is asked, in accordance with article 9, paragraph 4, toauthorize the Management Board for a period of 18 months as of the date of themeeting, to allow the Company to purchase, for general corporate purposes, up to10% of the Company's own issued and fully paid up share capital or depositoryreceipts (i.e. GDRs) representing up to 10% of the Company's issued fully paidup share capital, at or below the market price of the GDRs (as being traded atLondon Stock Exchange) when such purchase is executed. The General Meeting assigns this authority by unanimous vote. 7. Authorization of the Management Board, to allow the Company to sell or otherwise dispose, the Company's own issued and fully paid up share capital or depository receipts; The meeting is asked, in accordance with article 9, paragraph 6, of theCompany's current articles of association, to authorize the Management Board fora period of 18 months as of the date of the meeting, to allow the Company tosell or otherwise dispose, for general corporate purposes, the Company's ownissued and fully paid up share capital or depository receipts (ie GDRs) at orabove the market price of the GDRs (as being traded at London Stock Exchange)when such disposal is executed. The General Meeting assigns this authority by unanimous vote. 8. Any other business and conclusion No other items were brought to the attention of the General Meeting As the agenda contained no further issues to be deliberated, the meeting wasclosed at 11.30 hours. Signed: Mr. David Noble Mr. Wim Rieff The Chairman of the Meeting Meeting Secretary Enquiries to: Pyaterochka Holding N.V. Gennady Frolov Head of Corporate Communications Office +7 495 984 6956 ext.2093 Mobile +7 495 998 3335 Email [email protected] This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
X5 Retail