5th Oct 2007 10:56
X5 Retail Group N.V.05 October 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN X5 Retail Group N.V. Notice of Extraordinary General Meeting of Shareholders Amsterdam, 5 October 2007 - X5 Retail Group N.V. (the "Company"), Russia'slargest food retailer in terms of sales, will be holding its ExtraordinaryGeneral Meeting of Shareholders ("EGM") at Prins Bernhardplein 200, 1097 JBAmsterdam, The Netherlands at 16.00 PM CET on Monday 5 November 2007. The following items will be discussed at the EGM. Shareholders and holders ofglobal depositary receipts will be requested to vote on items 2, 3, 4, 5, and 6. Agenda: 1. Opening and announcements; 2. Expansion of the Supervisory Board and appointment of a new member to the Supervisory Board; 3. Changes in the composition of the Management Board; 4. Approval of the amendments to the remuneration scheme of the Supervisory Board; 5. Designation of the Supervisory Board for a period of eighteen (18) months, until 5 May 2009, as the corporate body authorized to resolve on the issuance of, and/or the grant of rights to subscribe for, shares in the capital of the Company up to a maximum number of 10,000,000 shares; 6. Designation of the Supervisory Board for a period of eighteen (18) months, until 5 May 2009, as the corporate body authorized to resolve on the restriction or exclusion of any pre-emptive right in connection with the issuance of, and/or the grant of rights to subscribe for, shares in the capital of the Company; and 7. Any other business and conclusion. Record date In accordance with Article 36, paragraph 10 of the Articles of Association ofthe Company, the Management Board has resolved, following prior approval fromthe Supervisory Board, that persons with the right to vote and/or the right toattend this EGM are considered to be those persons who on 4 October 2007 afterprocessing 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, 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 Record Date 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 will present their power of attorney atthe EGM. The register of GDR holders maintained by the Bank of New York (the "Depositary") indicates the persons entitled to GDRs on the Record Date and entitled togive voting instructions to the Depositary pursuant to Condition 12 of the GDRs.GDR holders may instruct the Depositary with regard to the exercise of votingrights with respect to Deposited Shares (as defined in the GDR Conditions) bycompleting, signing and returning to the Depositary the relevant votingdocumentation forwarded by the Depositary to the GDR holders following receiptby the Depositary from the Company. The deadline for providing instructions tothe Depositary will be specified by the Depositary in the information providedto GDR holders. The Depositary will procure the exercise of voting instructionsreceived from GDR holders by the relevant deadline in accordance with the GDRconditions and the normal processes of the Depositary. Alternatively, GDR holders who wish to vote in person at the EGM will, onrequest, be granted an exclusive proxy to do so by the Depositary. A GDR holderto whom such exclusive proxy has been granted must notify the Management Boardof the Company of their intention to attend and vote at the EGM and must providethe Management Board with a copy of such proxy at least five (5) days prior tothe EGM. GDR holders who intend to vote in this manner must provide sufficientproof of identification on admission to the EGM. In addition, if the exclusiveproxy has been granted by the Depositary to a GDR Holder which is a legalentity, the person who represents such legal entity at the EGM must providesufficient proof that he or she 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. Explanatory notes to the Agenda Item 2 The Company proposes to appoint a second independent member to the SupervisoryBoard. For this reason the Supervisory Board wishes to increase the number ofmembers of the Supervisory Board to nine and to ask the General Meeting ofShareholders to appoint Mr. Carlos Criado-Perez Trefault (or, alternatively, Mr.Franz Wolf) for a period of four years. Mr. Carlos Criado-Perez Trefault, (55) is a successful Senior Executive in theretail/wholesale distribution industry with 30 years experience in LatinAmerica, Europe, Asia and North America. He has management experience with mostretail and wholesale formats and in depth knowledge in strategic planning aswell as exceptional experience in distribution with emphasis on merchandising,marketing, acquisitions, start-up operations and leading people. He has anextensive network of contacts and an excellent reputation in more than 20countries. He further has direct know-how of what it takes to be successful ininternational markets. Mr. Carlos Criado-Perez Trefault serves currently as Executive Chairman ofDinosol Supermercados and as member of Permira UK Advisory Board. He is furtheradviser to Marks and Spencer's on international expansion and adviser to the CEOof the Company. He held number of positions in various companies such as SHVMakro, Wal-Mart International and Safeway Plc. Mr. Carlos Criado-Perez Trefault graduated from Darden School Management Course,University of Virginia, Mr. Carlos Criado-Perez Trefault is recommended to beappointed to the Supervisory Board due to his strong experience in internationalretail industry, extensive investment, management and corporate developmentexperience. He has no shareholding in the Company. Mr. Franz Wolf, (54) is a director of the CTF Holdings, the ultimate holdingcompany of the Alfa Group since 1998. As member of the board of CTF, Perekrestokand of various other companies within the Alfa Group he has gained substantialexperience in managing and supervising the activities of companies, includingthose of the Perekrestok Group. Mr. Wolf is a graduate of the Academy of Stateand Legal Sciences (Potsdam, Germany). Mr. Wolf is recommended to be appointedto the Board of Supervisory Directors because of his substantial experience as adirector of a number of rapidly developing businesses in Russia. He has noshareholding in the Company and is a representative of 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, to serve up to 2011: (i) Mr. Carlos Criado-Perez Trefault or, alternatively,(ii) Mr. Franz Wolf. Pursuant to Article 20, paragraph 2 of the Company's Articles of Association, abinding nomination can only be rejected by the General Meeting of Shareholdersby a resolution adopted with a two-thirds majority of the votes cast, whichmajority must represent more than 50% of the issued capital. Accordingly, ifthe binding nomination is not rejected by such a qualified majority, Mr. CarlosCriado-Perez Trefault will automatically become a member of the SupervisoryBoard. Item 3 It is proposed to accept the resignation of Mr. Wim Rieff as Managing Director Band Company Secretary as per the date of this meeting and to grant him fulldischarge for having acted as Managing Director B and Company Secretary of theCompany until the date of this meeting. Further it is proposed to appoint Mr. Frank Lhoest (or alternatively Mr. AndreyGusev) as Managing Director B and Company Secretary of the Company per the dateof this meeting for a period of four years until 2011. Under the Articles of Association, members of the Management Board are nominatedby the Supervisory Board and appointed by the shareholders at the GeneralMeeting of Shareholders from a list of nominees, drawn up by the SupervisoryBoard, containing names of at least two persons for each vacancy. Mr. Frank Lhoest (45) is a senior manager with Fortis Intertrust, with over 17years experience in corporate legal and secretarial affairs. In 1991 Mr. Frank Lhoest joined Fortis Intertrust (eg. its legal predecessorsPierson, Heldring & Pierson and MeesPierson) and took several positions since,from account manager in the Netherlands Antilles to founder and director of thefirm's office in Vienna, Austria. In 2002 he returned to head office in theNetherlands and established the Intellectual Property Group of FortisIntertrust. Under his responsibility this group developed to an internationalteam engaged in providing IP solutions to both corporate and individual clients,including tax planning, management and protection of intellectual property. Mr. Frank Lhoest holds a law degree at the University of Leiden, followed by the'Grotius Academy' specialization course in company and commercial law. Duringhis years with Fortis Intertrust, meanwhile holding several positions asstatutory director, Mr. Frank Lhoest gained considerable experience in corporatelegal affairs, including legal/tax compliance and corporate governance. Andrei Gusev is M&A and Business Development Director, X5 Retail Group N.V. Mr. Andrei Gusev has worked as the director for Portfolio Management and Controlin Alfa Group since July 2005 and from November 2001 to July 2005 as directorfor Investment Planning of Alfa Group. In his current role at Alfa Group Mr.Gusev also serves on a number of Supervisory Boards of Alfa Group companiesincluding on the Supervisory Board of Directors of the Perekrestok Group. Priorto joining Alfa Group, Mr. Gusev worked in the consulting group at Deloitte andTouche. Mr.Gusev is a graduate of the Moscow State University (AppliedMathematics), and the Wharton School University of Pennsylvania (M.B.A). Under the Dutch Corporate Governance Code, management board members aregenerally appointed for a maximum term of four years. The Supervisory Board has prepared a binding nomination of the two followingpersons for appointment to the Management Board, to serve up to 2011: (i) Mr. Frank Lhoest or, alternatively,(ii) Mr. Andrey Gusev. Pursuant to Article 12, paragraph 3 of the Company's Articles of Association, abinding nomination can only be rejected by the General Meeting of Shareholdersby a resolution adopted with a two-thirds majority of the votes cast, whichmajority must represent more than 50% of the issued capital. Accordingly, ifthe binding nomination is not rejected by such a qualified majority, Mr. FrankLhoest will automatically become a member of the Management Board. Item 4 It is proposed to approve the following change to the compensation structure ofthe Supervisory Board. (i) Independent Board members may be entitled to receive an annual remuneration of Euro 120,000 per year; and (ii) Independent Board members may be granted options under the Employee Stock Option Plan. After approval of the change to the compensation structure of the SupervisoryBoard, the compensation structure is as follows: (i) Chairman of the Board: Euro 24.000 per meeting of the Supervisory Board with a minimum of Euro 120,000 per year; (ii) Independent Board members: Euro 120,000 per year; (iii)Board members who chair one or more committees: Euro 75,000 per year; (iv) Board members who chair no committee: Euro 50,000 per year; and (v) Independent Board members may be granted options. Further the General Meeting of Shareholders will be requested to grant Mr.Carlos Criado-Perez Trefault (or, alternatively, Mr. Franz Wolf), in line withthe adopted remuneration scheme of the Supervisory Board, the followingcompensation: (i) An annual compensation of Euro 120,000 per year starting the day of his appointment; (ii) Mr. Carlos Criado-Perez Trefault (or, alternatively, Mr. Franz Wolf) will be eligible to participate in the option plan of the Company. The key-elements of this plan were approved at the Annual General Meeting of Shareholders dated on 15 June 2007; (iii)Options on GDRs of the Company will be granted to Mr. Carlos Criado-Perez (or, alternatively, Mr. Franz Wolf), as follows: • 60,000 options on GDRs of the Company are to be granted in three tranches of 20,000 GDRs each according to the terms of the rules of the Employee Stock Option Plan. The granting of options to members of the Supervisory Board is not in line withthe Dutch Corporate Governance Code. This deviation will be disclosed in the2007 annual report of the Company. Item 5 Pursuant to Article 6, paragraph 1 of the Company's Articles of Association theGeneral Meeting of Shareholders can designate (aanwijzen) the Supervisory Boardas the corporate body (vennootschapsorgaan) authorized for the purpose ofresolving on the issuance of, and/or the grant of rights to subscribe for,shares in the capital of the Company and to determine the price, the time andfurther conditions of such issuance of, and/or grant of rights to subscribe for,shares. Such a designation will only be valid for a specific period of no morethan five (5) years and may from time to time be extended with a period of notmore than five (5) years. In connection with the financing of one or more acquisitions or investmentsthrough the issuance of shares (in the form of GDRs or otherwise) and/or debtinstruments that are convertible into, or exchangeable for, shares in theCompany, it is proposed to designate the Supervisory Board for a period ofeighteen (18) months, until 5 May 2009, as the corporate body authorized toresolve on the issuance of, and/or the grant of rights to subscribe for, sharesin the capital of the Company up to a maximum number of 10,000,000 shares. Item 6 Pursuant to Article 7, paragraph 3 of the Company's Articles of Association theGeneral Meeting of Shareholders can designate the Supervisory Board as thecorporate body authorized for the purpose of resolving on the restriction orexclusion of any pre-emptive right (voorkeursrecht) in connection with theissuance of, and/or the grant of rights to subscribe for, shares in the capitalof the Company. Such a designation will only be valid for a specific period ofno more than five (5) years and may from time to time be extended with a periodof not more than five (5) years. The proposal to designate the SupervisoryBoard must be adopted by two-thirds (662/3%) of the votes cast, if less than 50%of the issued capital is present or represented at the General Meeting ofShareholders. If 50% or more of the issued capital is present or represented atthe General Meeting of Shareholders, a simple majority is sufficient to adoptthe proposal. In connection with item 5 above, it is proposed to designate the SupervisoryBoard for a period of eighteen (18) months, until 5 May 2009, as the corporatebody authorized to resolve on the restriction or exclusion of any pre-emptiveright in connection with the issuance of, and/or the grant of rights tosubscribe for, shares in the capital of the Company. Notice to Shareholders and Holders of Global Depositary Receipts The agenda and the explanatory notes to the agenda are solely provided for yourinformation and consideration of the matters to be voted upon at theExtraordinary General Meeting of Shareholders of X5 Retail Group N.V. on 5November 2007. The agenda and the explanatory notes to the agenda do notconstitute an offer to sell securities or a solicitation of an offer to purchasesecurities in any jurisdiction. Enquiries to: X5 Retail Group N.V.Gennady FrolovHead of Corporate CommunicationsOffice +7 495 950 5577 ext. 10130Mobile +7 495 998 3335Email [email protected] Note to Editors: X5 Retail Group N.V. is Russia's largest food retailer in terms of sales. As of30 June 2007, the Group had 539 company-managed "Pyaterochka" soft discountstores located in the Moscow (241), St. Petersburg (223) and other Russian areas(75), and 170 company managed "Perekrestok" supermarkets across Central Russiaand Ukraine, including 98 stores in Moscow. As of 30 June 2007, franchisees operated 591 Pyaterochka branded stores acrossRussia and Kazakhstan. Perekrestok had 10 stores operated by franchisees in theMoscow area. Pyaterochka and Perekrestok have merged their operations as of 18 May 2006 tocreate the leading company in the Russian food retail market by sales. The Group's Net sales for the 1H 2007 were US$ 2,348 million, up +49% vs. 1H2006. Pyaterochka chain provided US$ 1,306 million of net sales; the Perekrestokchain contributed US$ 1,042 million of net sales. Forward looking statements: This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identifiedby the fact that they do not only relate to historical or current events.Forward-looking statements often use words such as" anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal" believe", or otherwords of similar meaning. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances, a number of which are beyond X5Retail Group N.V.'s control. As a result, actual future results may differmaterially from the plans, goals and expectations set out in theseforward-looking statements. Any forward-looking statements made by or on behalf of X5 Retail Group N.V.speak only as at the date of this announcement. Save as required by anyapplicable laws or regulations, X5 Retail Group N.V. undertakes no obligationpublicly to release the results of any revisions to any forward-lookingstatements in this document that may occur due to any change in its expectationsor to reflect events or circumstances after the date of this document. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
X5 Retail