27th Mar 2008 13:31
X5 Retail Group N.V.27 March 2008 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 ofglobal depositary receipts ("GDRs") to its Extraordinary General Meeting ofShareholders to be held at Prins Bernhardplein 200, 1097 JB Amsterdam, TheNetherlands at 11.00 AM CET on Monday 21 April 2008 (the "EGM"). The following items will be discussed at the EGM. Shareholders and holders ofglobal depositary receipts will be requested to vote on items 2, 3, and 4. Agenda: 1. Opening and announcements; 2. Increase of the amount of shares or rights tosubscribe for shares to be issued or granted under, and extension of the scopeand term of, the current delegation to the Supervisory Board, as the corporatebody authorized to resolve on the issuance of, and/or the grant of rights tosubscribe for, shares in the capital of the Company, as approved by the generalmeeting of shareholders on 5 November 2007; 3. Extension of current delegation of theSupervisory Board, as the corporate body authorized to resolve on therestriction or exclusion of any pre-emptive right in connection with theissuance of, and/or the grant of rights to subscribe for, shares in the capitalof the Company, as approved by the general meeting of shareholders on 5 November2007; 4. Approval for the Company to enter into alllegal acts as referred to in Section 2:94 paragraph 2 of the Dutch CivilCode in respect of a contribution in kind in exchange for shares to be issued bythe Company; 5. 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 28 March 2008 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, 27 March 2008 The Management Board Shareholder Circular and explanatory notes to the Agenda Item 2 Increase of the amount of shares or rights to subscribe for shares to be issuedor granted under, and extension of the scope and term of, the current delegationto the Supervisory Board, as the corporate body authorized to resolve on theissuance of, and/or the grant of rights to subscribe for, shares in the capitalof the Company, as approved by the general meeting of shareholders on 5 November2007. 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 to resolve on theissuance of, and/or the grant of rights to subscribe for, shares in the capitalof the Company and to determine the price, the time and further conditions ofsuch issuance of, and/or grant of rights to subscribe for, shares. Such adesignation will only be valid for a specific period of no more than five (5)years and may from time to time be extended with a period of not more than five(5) years. At the extraordinary general meeting of shareholders of 5 November 2007, thegeneral meeting of shareholders resolved to designate the Supervisory Board, fora period of 18 months, until 5 May 2009, as the corporate body authorized toissue, and/or the grant of rights to subscribe for, shares in the capital of theCompany up to a maximum number of 10,000,000 shares, in connection with thefinancing of one or more acquisitions or investments through issuance of shares(in the form of GDRs or otherwise) and/or debt instruments (the "5 November 2007Delegation"). The Company may make, from time to time, an offer of newly-issued shares(including in the form of global depositary receipts ("GDRs"), through a rightsoffering or otherwise, to finance acquisitions, investments and/or capitalexpenditures, to refinance existing debt of the Company and/or its affiliatesand for general corporate purposes. In addition, the Company contemplates the acquisition, directly and/orindirectly through one of its subsidiaries, of the entire issued share capitalof Formata Holding B.V. (the "Formata Shares") upon exercise by the Company ofits option under a certain call option agreement entered into between, on theone hand, Overture Corporation N.V. and Puritani Corporation N.V. (the"Sellers") and, on the other hand, the Company, on 11 April 2006. The Companywishes to satisfy part of the consideration payable to Sellers upon exercise ofthis option by issuing shares in the capital of the Company to the Sellers. In connection with the above, it is proposed to the general meeting ofshareholders to consider, and if thought fit, to resolve to increase: 1. the amount of shares or rights to subscribe for shares to be issuedor granted under the current delegation to the Supervisory Board with anadditional 20,000,000 shares, as a consequence of which the total authority ofthe Supervisory Board to issue shares or to grant rights to subscribe forshares, will be for 30,000,000 shares in the aggregate; 2. the term of the current delegation to the Supervisory Board as suchthat it will be granted for a period of eighteen (18) months as of the generalmeeting of shareholders, i.e. until 21 October 2009; and 3. the scope of the current delegation to the Supervisory Board assuch that it may be used for financing of acquisitions, investments and/orcapital expenditures, refinancing of existing debt of the Company and/or itsaffiliates and for general corporate purposes, (together the "Revised Delegation"). In conclusion, the Revised Delegation will permit the Supervisory Board for aperiod of eighteen (18) months, until 21 October 2009, as the corporate bodyauthorized to resolve on the issuance of, and/or the grant of rights tosubscribe for, shares in the capital of the Company up to an maximum number of30,000,000 shares, to finance acquisitions, investments and/or capitalexpenditures, to refinance existing debt of the Company and/or its affiliates,and for general corporate purposes.. Item 3 Extension of current delegation of the Supervisory Board, as the corporate bodyauthorized to resolve on the restriction or exclusion of any pre-emptive rightin connection with the issuance of, and/or the grant of rights to subscribe for,shares in the capital of the Company, as approved by the general meeting ofshareholders on 5 November 2007. 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 to resolve on the restriction or exclusion of anypre-emptive right (voorkeursrecht) in connection with the issuance of, and/orthe grant of rights to subscribe for, shares in the capital of the Company.Such a designation will only be valid for a specific period of no more than five(5) years and may from time to time be extended with a period of not more thanfive (5) years. At the extraordinary general meeting of shareholders of 5 November 2007, thegeneral meeting of shareholders resolved to designate the Supervisory Board, fora period of 18 months, until 5 May 2009, as the corporate body authorized toresolve on the restriction or exclusion of any pre-emptive rights in connectionwith the issuance of, and/or the grant of rights to subscribe for, shares in thecapital of the Company. It is proposed to the general meeting of shareholders to consider, and ifthought fit, to resolve that this delegation of authority to exclude or restrictpre-emptive rights will see on the entire delegated authority of the SupervisoryBoard to issue shares, or grant rights to subscribe for shares under the RevisedDelegation for contributions in cash or in kind, including, but not limited to,a share or issuance in connection with the contemplated acquisition of theFormata Shares. The proposal to designate the Supervisory Board must be adopted by two-thirds ofthe votes cast, if less than 50% of the issued capital of the Company is presentor represented at the EGM. If 50% or more of the issued capital of the Companyis present or represented at the EGM, a simple majority is sufficient to adoptthe proposal. Item 4 Approval for the Company to enter into all legal acts as referred to in Section2:94 paragraph 2 of the Dutch Civil Code in respect of a contribution in kind inexchange for shares to be issued by the Company. The Management Board and the Supervisory Board envisage the Company to acquire,directly and/or indirectly through one of its subsidiaries, the Formata Sharesfrom the Sellers in or around June 2008. The specific method of execution and the modalities of this transaction will bedetermined by the Management Board and the Supervisory Board of the Company indue course and is subject to currently ongoing negotiations with the Sellers.To date, it is envisaged that the consideration for the acquisition of theFormata Shares will be paid by the Company and/or one of its subsidiaries to theSellers by (i) the Company issuing shares in its capital to the Sellers, thenumber of which is to be finally determined (the "Consideration Shares") and/or(ii) a cash consideration payable by the Company and/or one of its subsidiaries,the amount to be finally determined (the "Cash Consideration"). Under Dutch corporate law, the acquisition of (part of) the Formata Shares bythe Company will qualify as a contribution in kind (inbreng anders dan in geld)of (such part of) the Formata Shares by Sellers on the newly issuedConsideration Shares, provided that: 1. the amount of the Cash Consideration will qualify as an amount tobe credited against the value of the Formata Shares that are directly acquiredby the Company (creditering ten laste van de inbreng); and 2. the value of the Formata Shares that are directly acquired by theCompany in excess of the sum of (i) the nominal value of the ConsiderationShares and (ii) the part of the Cash Consideration paid by the Company (if any)will be considered as a voluntary share premium payment (niet bedongen agio) onthe Consideration shares, (the "Contribution in Kind"). The general meeting of shareholders is requested to approve the Contribution inKind, insofar: (i) the Management Board and the Supervisory Board decide to proceed with theacquisition by the Company of (part of) the Formata Shares; and (ii) the Supervisory Board decides to issue the Consideration Shares by theCompany to the Sellers against the Contribution in Kind. Important 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 21April 2008. The agenda and the shareholder circular and explanatory notes tothe agenda do not constitute an offer to sell securities or a solicitation of anoffer to purchase securities of the Company in any jurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
X5 Retail