19th Dec 2007 07:50
X5 Retail Group N.V.19 December 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, 19 December 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 Friday 18 January 2008. The following items will be discussed at the EGM. Shareholders and holders ofglobal depositary receipts will be requested to vote on item no. 2. Agenda: 1. Opening and announcements 2. Changes in the composition of the Management Board 3. 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 20 December 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. Amsterdam, 19 December 2007 The Management Board Explanatory notes to the Agenda Item 2 It is proposed to accept the resignation of Mr. Vitaliy Podolskiy as Director Aand Chief Financial Officer ('CFO') as per the date of this meeting and to granthim full discharge for having acted as Director A and CFO of the Company untilthe date of this meeting. Pursuant to a binding nomination by the Supervisory Board in accordance witharticle 12 of the Company's Articles of Association, it is proposed to appointMr. Evgeny Kornilov (or alternatively Mr. Andrey Gusev) as Director A and CFO ofthe Company per the date of this meeting for a period of four years until 2012. Mr. Evgeny Kornilov is Deputy CFO, X5 Retail Group N.V. Mr. Evgeny Kornilov was appointed Deputy CFO of X5 Retail Group in 2007, a yearafter he joined the Group in August 2006 as CFO of Perekrestok. As Deputy CFO ofthe Group, his responsibilities have included Financial Planning and Reporting.Evgeny was born in 1969 in Kazan. He graduated from the Moscow Foreign AffairsUniversity with a degree in Economics, International Trade and ForeignLanguages. Prior to joining X5 Retail Group, Evgeny worked as CFO of SUNInterbrew in Russia. In 1992-1999 he worked in Management Consultancy and AuditServices of PricewaterhouseCoopers, Russia. 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 companies.Prior to joining Alfa Group, Mr. Gusev worked in the consulting group atDeloitte and Touche. Mr. Gusev is a graduate of the Moscow State University (Applied Mathematics),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. 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. EvgenyKornilov will automatically become a member of the Management Board. 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 18January 2008. 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. Anna Kareva IR Director Tel.: +7 (495) 980-2729, ext. 22 162 Mob.: +7 (903) 624 3234 e-mail: [email protected] Note to Editors: X5 Retail Group N.V. is Russia's largest food retailer in terms of sales. TheCompany was created as a result of a merger between Pyaterochka (soft discounterchain) and Perekrestok (supermarket chain) on 18 May 2006. As of 30 September 2007, the Group had 573 company-managed soft discount storeslocated in Moscow (256), St. Petersburg (234) and other Russian areas (83), 163company managed supermarkets across Central Russia and Ukraine, including 101stores in Moscow (Moscow region and Yaroslavl region), and 13 company managedhypermarkets. As of 30 September 2007, X5's franchisees operated 627 stores across Russia andKazakhstan. The Group's net sales for the first nine months 2007 reached USD 3,618 million,an increase of 50% year-on-year. Gross profit for the period totaled USD 946million, EBITDA amounted to USD 311 million. 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