Amsterdam, 26 September 2024 – X5 Retail Group N.V. (the “Company”, LSE ticker: FIVE) invites the Company’s shareholders and holders of global depository receipts (“GDR holders”) to an Extraordinary General Meeting of Shareholders (the ‘EGM’) to be held at Zuidplein 196, 1077 XV Amsterdam, The Netherlands at 11.00 am CET on Friday, 1 November 2024.
The record date for GDR holders eligible to participate in the EGM is 4 October 2024.
The key agenda item to be discussed at the EGM is the consultation with GDR holders with respect to the Company’s shareholding in X5 Corporate Center PJSC (formerly X5 Corporate Center LLC, hereinafter “X5CC”), which shareholding was transferred to X5CC as per the decision of the Moscow Court of Arbitration pursuant to Russian Federal Law No. 470-FZ. GDR holders are requested to express their preference by voting for one of the following options that are described in more detail in the convocation materials:
A. The Company recuperates 10,22% 1 of the shares in X5CC (the “Remaining X5CC Shares”)
Or
B. The Company opts to receive a cash compensation for the Remaining X5CC Shares
Or
C. Abstain
As it is currently not possible to distinguish between voting instructions received from GDR holders -or their ultimate beneficial owners- that have received, directly or indirectly, shares in X5CC (“X5CC Shareholders”) and other GDR holders, the Company requests all X5CC Shareholders to vote “abstain”. The X5CC Shareholders have a direct interest in X5CC and should therefore no longer exercise (or direct the exercise of) any shareholder rights in the Company and/or benefit from any proceeds resulting from the Company.
The Company requests all GDR holders that are not X5CC Shareholders and that wish to exercise their shareholder rights in the Company, including the right to receive future proceeds, to complete the Declaration Form attached to this convocation and return it to the Company by 31 December 2024 either by ordinary mail or to info@x5.com. Any GDR holder returning the form is requested to provide certified evidence of ownership, including chain of ownership for GDRs acquired after 3 May 2024 to make sure that such GDRs were not acquired from X5CC Shareholders.
The EGM agenda, together with explanatory notes and the Declaration Form, is available on the Company’s website at: https://x5.com/en/general-meeting-of-shareholders/