X5 Retail Regulatory News (FIVE)

12 May 2006 14:09

Pyaterochka Holding N.V.12 May 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 12 May 2006 Pyaterochka Holding N.V. Extraordinary General Meeting Approves Acquisition of Perekrestok At an Extraordinary General Meeting of Pyaterochka Holding N.V. held today atthe offices of MeesPierson Intertrust, Rokin 55, 1012 KK Amsterdam at 11:00 CETthe following resolutions set out in paragraphs 1 to 6 (inclusive) and paragraph9 were passed unanimously and the following resolutions set out in paragraphs 7and 8 were passed with 95% of shareholders who voted in favour: Resolutions Approved 1. The resolution of the Management Board for the proposedacquisition by the Company of the entire issued share capital of PerekrestokHoldings Limited (the "Perekrestok Transaction") in accordance with Article 17sub 1 of the articles of association of the Company (the "Articles") as well ason the basis of Section 2:107a of the Dutch Civil Code. 2. The issuance of 15,813,253 shares pursuant to Article 6 sub1 of the Articles either to (i) The Bank of New York, which will then issue GDRsin respect of the newly issued shares to Luckyworth Limited ("Luckyworth") andTempleton Strategic Emerging Markets Fund LDC ("Templeton"), conditional only ondelivery by Fortis Bank Nederland N.V. to The Bank of New York of an issuanceconfirmation letter issued by the Company to The Bank of New York, or (ii)directly to Luckyworth and Templeton, conditional only on delivery by FortisBank (Nederland) N.V. to Luckyworth and Templeton, of an issuance confirmationletter issued by the Company to Luckyworth and Templeton. 3. Exclusion of pre-emption rights of the shareholders of theCompany to subscribe for the shares to be issued, in accordance with Article 7sub 3 of the Articles. 4. Approval of entering into all legal acts as referred to inSection 2:94 paragraph 2 Dutch Civil Code by the Management Board in respect ofthe contribution in kind on the shares to be issued. 5. Amendment to the articles of association and authorisationof each Director of the Company and certain employees of Lovells Amsterdam toapply for the requisite declaration of no-objection with the Dutch Ministry ofJustice and to execute the deed of amendment. 6. The appointment of Mr Lev Khasis and Mr Vitaly Podolsky asnew Directors A and Mr Pawel Musial and Mr Andrei Gusev as new Directors C tothe Management Board and expansion of the Management Board from three to sevenmembers. 7. The appointment of Mr Alexander Kosiyanenko, Mr MikhailFridman, Mr Alexander Savin, Mr Nigel Robinson and Mr David Gould as new membersof the Supervisory Board and expansion of the Supervisory Board from five toeight members. 8. The acceptance of the resignation and granting of full andfinal discharge to Mr Alexander Girda and Mr Igor Vidiaev as the resigningmembers of the Supervisory Board. 9. The appointment of members of the Management Board aspersons as referred to in Section 2:146 Dutch Civil Code and Article 16 sub 4 ofthe Articles in order to represent the Company with respect to the PerekrestokTransaction. The resolutions set out in paragraphs 2 to 9 above are conditional upon theclosing of the Perekrestok Transaction. In light of the resolutions passed above, on closing of the PerekrestokTransaction, Pyaterochka's Management Board will have the following members: Mr Lev Khasis Mr Vitaly Podolsky Mr Oleg Vysotsky Ms Angelika Li Mr Wim Rieff Mr Pawel Musial Mr Andrei Gusev On closing of the Perekrestok Transaction, the Supervisory Board will comprise: Mr David Noble Mr Andrei Rogachev Ms Tatyana Franous Mr Alexander Kosiyanenko Mr Mikhail Fridman Mr Nigel Robinson Mr Alexander Savin Mr David Gould - Ends - Enquiries to: Pyaterochka Holding NV Citigate Dewe Rogerson Tanja Djurdjevic David Westover/Marina Zakharova Investor Relations +44 (0)20 7638 9571 Mobile +7 495 724 6414 Email ir@e5.ru This information is provided by RNS The company news service from the London Stock Exchange