26th Sep 2006 07:46
Pyaterochka Holding N.V.26 September 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 26 September 2006 Pyaterochka Holding N.V. NOTICE OF CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF PYATEROCHKA HOLDING N.V. Pyaterochka Holding N.V. (hereinafter: "the Company") invites its shareholdersand holders of global depository receipts to its Extraordinary Annual GeneralMeeting of Shareholders (hereinafter: "the EGM") to be held at Rokin 55, 1012 KKAmsterdam, The Netherlands at 11.00 AM CET on 16 October 2006 AGENDA 1. Opening and announcements; 2. Proposal to amend the articles of association; 3. Proposal to accept the resignation of Mr. Nigel Robinson as SupervisoryBoard member as per the date of this meeting and to grant him full discharge forhaving acted as Supervisory Board member of the Company; 4. To appoint Mr. Herve Defforey (or alternatively Mr. Franz Wolf) and Mr.Vladimir Ashurkov (or alternatively Mrs Olga Manuylova) as Supervisory Boardmembers of the Company with effect per the date of this meeting for a period offour years until 2010; 5. Proposal to approve the remuneration scheme of the Supervisory Board; 6. Authorisation of the Management Board, to have the Company acquire sharesor depository receipts, for a consideration in its own capital, to the maximumnumber that may, by virtue of the provisions of section 2:98 (2) of theNetherlands Civil Code, be acquired by the Company; 7. Authorization of the Management Board, to allow the Company to sell orotherwise dispose, the Company's own issued and fully paid up share capital ordepository receipts; 8. Any other business and conclusion. The draft deed of amendment of the articles of association, submitted toapproval of the EGM, will be deposited for inspection by the shareholders andother persons entitled to attend the meeting at the Company's offices inAmsterdam as of today until and including the date of the EGM and is availablefree of charge. The shareholders' register of the Company in Amsterdam, the Netherlands, hasbeen designated as register to certify the shareholders entitled to vote on theshares. The shareholders identified as entitled to vote on the basis of theshareholders register of the Company on the date of the EGM may exercise theirrights to vote and attend the EGM. These shareholders may also exercise theirrights to vote and/or attend the EGM by a written proxy, in the Englishlanguage, duly executed and legalized in accordance with the laws of the countrywhere the proxy is issued. Proxy holders shall present their power of attorneyat the EGM. The register of GDR holders maintained by the Depositary indicates the personsentitled to GDRs on the relevant record date and entitled to give votinginstructions to the Depositary pursuant to Condition 12 of the GDRs. GDR Holdersmay instruct the Depositary with regard to the exercise of voting rights withrespect to Deposited Shares by completing, signing and returning to theDepositary the relevant voting documentation forwarded by the Depositary to theGDR Holders following receipt by the Depositary from the Company. The deadlinefor providing instructions to the Depositary will be specified by the Depositaryin the information provided to GDR Holders. The Depositary will procure theexercise of voting instructions received from GDR Holders by the relevantdeadline in accordance with the GDR conditions and the normal processes of theDepositary. Alternatively, GDR Holders who wish to vote in person at the EGM will, onrequest, be granted an exclusive proxy to do so by The Bank of New York. A GDRHolder to whom such exclusive proxy has been granted must notify the ManagementBoard of the Company of their intention to attend and vote at the EGM and mustprovide the Management Board with a copy of such proxy at least five (5) daysprior to the EGM. GDR Holders who intend to vote in this manner must providesufficient proof of identification on admission to the EGM. In addition, if theexclusive proxy has been granted by The Bank of New York to a GDR Holder whichis a legal entity, the person who represents such legal entity at the EGM mustprovide sufficient proof that he is duly authorized to do so by means of astatement from a local lawyer or notary admitted to practice in the jurisdictionof the GDR Holder, duly executed and legalized in accordance with the laws ofsuch jurisdiction. Amsterdam, 13 September 2006 The Management Board Explanatory notes to the agenda Item 2 Pyaterochka and Perekrestok have merged their operations in Russia as of 18 May2006. In that respect the Company considers to change its name into X5 RetailGroup N.V. It is anticipated that article 15, 17 and 24 will be revised due to the increaseof the activities of the combined group. This change will effectively improvethe decision making process at the level of the Management and SupervisoryBoard. Item 3 and 4 As mentioned in the shareholders circular dated 24 April 2006 the Companyintends to appoint a second independent member to the Supervisory Board in 2006to replace one the Alfa Group representatives. In addition to this, theSupervisory Board wishes to increase the number of members of the SupervisoryBoard to nine and ask the meeting to appoint Mr. Vladimir Ashurkov (oralternatively Mrs Olga Manuylova) as a representative of the Alfa Group. 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, containing names of at least two persons for each vacancy. Under the Dutch Corporate Governance Code, supervisory directors are generallyappointed for a maximum term of four years and may not be re-appointed more thantwice for a term of four years. The Supervisory Board has prepared a binding nomination of the two followingpersons for appointment to the Supervisory Board upon resignation of Mr. NigelRobinson as member of the Supervisory Board at the EGM, to serve until 2010. (i) Mr. Herve Defforey, or, alternatively,(ii) Mr. Franz Wolf. Finally the Supervisory Board has prepared a binding nomination of the twofollowing persons for appointment to the Supervisory Board, to serve until 2010. (i) Mr. Vladimir Ashurkov, or, alternatively,(ii) Mrs Olga Manuylova Item 5 It is proposed to approve the following compensation structure of theSupervisory Board. (i) Chairman of the Board: Euro 120.000 per year;(ii) Board members who chairs one or more committees; Euro 75.000 per year ; (iii) Board members who does not chair at least one committee; Euro 50.000 per year; (iv) Further resolve to request the Shareholders Meeting to grant Mr. Herve Defforey (or alternatively Mr. Franz Wolf) the following compensation: - Euro 24.000 for each Board Meeting attended whereby the compensation shall not be less than Euro 120.000 per year starting the day of his appointment - Mr. Herve Defforey (or alternatively Mr. Franz Wolf) shall be eligible to participate to the annual bonus program and/or any other option plan to be concluded by the Company, if any (v) With respect to the above (i-iv) compensation shall begin to accrue from the moment that the Supervisory Board Member is officially appointed to his position, as follows: (A) 18 May 2006 for Mr. Mikhail Fridman, Mr. Alexander Kosiyanenko, Mr. David Gould, Mr. Nigel Robinson and Mr. Alexander Savin; (B) The compensation for Mr. Andrey Rogachev and Ms Tatyana Franus shall be increased from Euro 24.000 per year to the compensation mentioned under II and III, respectively, starting 18 May 2006 and (C) 16 October 2006 for Mr. Herve Defforey (or alternatively Mr. Franz Wolf) and for Mr. Vladimir Ashurkov (or alternatively Mrs Olga Manuylova). For Mr. David Noble, the current Chairman of the Supervisory Board, his compensation shall begin to accrue from 1 January 2006. Item 6 The meeting is asked, in accordance with article 9, paragraph 4, 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 topurchase, for general corporate purposes, up to 10% of the Company's own issuedand fully paid up share capital or depository receipts (ie GDRs) representing upto 10% of the Company's issued fully paid up share capital, at or below themarket price of the GDRs (as being traded at London Stock Exchange) when suchpurchase is executed. The Supervisory Board has resolved, subject to the above delegation by themeeting to the Management Board, that in case the amount of Company's own issuedshare capital or depository receipts (ie GDRs) being purchased reaches a levelof more than 5% of the Company's own issued share capital the Management Boardshall obtain a Supervisory Board approval before proceeding with such purchase,pursuant to article 17, paragraph 3 of the Company's articles of association. The Company may only acquire its own fully paid up shares or depository receipts(ie GDRs) thereof, provided that the part of the Company's net assets whichexceeds the aggregate of the issued share capital and the reserves which must bemaintained by virtue of the law, is at least equal to the purchase price for theCompany's own shares. Item 7 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 own issued and fully paid up share capital ordepository receipts (ie GDRs) at or above the market price of the GDRs (as beingtraded at London Stock Exchange) when such disposal is executed. The Supervisory Board has resolved, subject to the above delegation by themeeting to the Management Board, that in case the price of the sale is below themarket price when such disposal is executed or if there is any uncertainty overwhether the price of the sale may be below the market price when such disposalis executed, the Management Board shall be obligated to receive SupervisoryBoard approval before proceeding with such sale, pursuant to article 17,paragraph 3 of the Company's articles of association. APPENDIX List of candidates nominated by the Supervisory Board for appointment to theSupervisory Board at the Extraordinary General Meeting of Shareholders on 16October 2006 Mr. Herve Defforey, (56) is a Partner of GRP Parners, London and Los Angeles andan Executive Chairman for GRP (Europe) Ltd. Mr. Defforey spearheads GRPPartners' European venture capital activities using his extensive strategic,operational and geographic experience to evaluate new investments and adviseportfolio companies. In the current portfolio Mr. Defforey serves on the Boardsof Prepay Technologies, IFCO Systems N.V., and Ulta, Inc. Mr. Defforey from 1975till 2004 held number of positions being in finance, management, corporatedevelopment, acquisitions integration, e-commerce, assets and constructionwithin such companies as Carrefour, S.A. Paris, Azucarrera EBRO S.A., Madrid,BMW AG (Munich) and other companies. Mr. Defforey graduated from University ofSt. Gallen, Switzerland (licentiate of Business Administration/Economics,specializing in Marketing and Distribution). Mr. Defforey is recommended to beappointed to the Board of Supervisory Directors due to his strong experience ininternational retail industry, corporate governance experience exercised ondifferent positions, extensive investment, management and corporate developmentexperience. He has no shareholding in the Company. Mr. Vladimir Ashurkov, (34) is a Director for Portfolio Management and Controlin Alfa Group. Prior to joining Alfa Group Mr. Ashurkov worked as Vice Presidentof Strategic Development in Industrial Investors Group (owns controlling stakein Far East Shipping Company, FESCO), and also held top positions in majortransport and logistic companies in Russia, as well as a number of positions inthe investment banking industry. Mr. Ashurkov is a former member of the board ofdirectors of FESCO and a number of its subsidiaries. Mr. Ashurkov graduated fromMoscow Institute o Physics and Technology as Bachelor of Science in Physics andfrom the Wharton School, the University of Pennsylvania, with a Master ofBusiness Administration (major in Finance, Director's Honour List). Mr. Ashurkovis recommended to be appointed to the Board of Supervisory Directors due to hisstrong experience in acquisitions, organizing management structures of acquiredcompanies, extensive experience in strategic development and investmentplanning. He has no shareholding in the Company and is a representative of AlfaGroup. Mr. Franz Wolf, (53) is a director of the CTF Holdings, the ultimate holdingcompany of the Alfa Group since 1998. As member of the board of CTF, Perekrestok and of variousother companies within the Alfa Group he has gained substantial experience inmanaging and supervising the activities of companies, including those of thePerekrestok Group. Mr. Wolf is a graduate of the Academy of State and LegalSciences (Potsdam, Germany). Mr. Wolf is recommended to be appointed to the Board of Supervisory Directors because of hissubstantial experience as a director of a number of rapidly developingbusinesses in Russia. He has no shareholding in the Company and is arepresentative of Alfa Group. Ms. Olga Manuylova, (34) is the Head of Project Management Team, CorporateDevelopment Finance and Control, Alfa Group. In this position Ms. Manuylovadirects the project team of the Alfa Group's corporate centre responsible foroverseeing the financial control, financial reporting and internal auditfunctions of the Alfa Group's companies. Ms. Manuylovagraduated from the StateAcademy of Management (International Economic Relations Department) Moscow,Russia and also was qualified as a Certified Chartered Accountant in 1997(Association of Certified Chartered Accountants (U.K.) (ACCA). Prior to joiningAlfa Group Ms. Manuylova worked as a Manager in the Audit and Business AdvisoryServices Group in PricewaterhouseCoopers, Moscow (1994-2001). Ms. Manuylova isrecommended to be appointed to the Board of Supervisory Directors due to herstrong financial expertise and experience as a member of Audit Committees of anumber of companies of the Alfa Group. She has no shareholding in the Companyand is a representative of Alfa Group. Note to Editors: Pyaterochka Holding N.V. is Russia's largest food retailer in terms of sales.The group has 391 company-managed "Pyaterochka" soft discount stores located inthe Moscow (187), St. Petersburg (185) and Yekaterinburg (19) areas, and 133company-managed "Perekrestok" supermarkets across 14 regions of Central Russiaand Ukraine, including 78 stores in Moscow, as of 30 June 2006. As of 30 June 2006, franchisees operated 479 Pyaterochka branded stores in 20regions of Russia, Ukraine and Kazakhstan. Perekrestok has 10 conveniencestores operated by franchisees in the Moscow area. Pyaterochka and Perekrestok have merged their operations as of 18 May 2006 tocreate the clear leader in the Russian food retail market. Pyaterochka's 2005 net sales (pre-merger) reached USD 1,359 million, with grossbanner sales in 2005 of over USD 2 billion. Perekrestok net sales reached USD1,015 million in 2005. The Group's pro forma (assuming contribution of both chains from 1 January 2006)net sales for the first half of 2006 were US $1,581 million. During 1H 2006,the Pyaterochka chain provided US $906 million of net sales, while thePerekrestok chain contributed US $675 million of net sales. - End - Enquiries to: Pyaterochka Holding NV Gennady Frolov Head of Corporate Communications Office +7 495 984 6956 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