General Meeting of Shareholders

The Company’s highest corporate body is the General Meeting of Shareholders.

X5 Retail Group N.V. is required to hold a General Meeting of Shareholders within six months after the end of the financial year, among other things, to adopt the financial statements, to decide on any proposal concerning profit allocation and to discharge the members of the Management Board and Supervisory Board from their responsibility for the performance of their respective duties for the previous financial year.

Extraordinary meetings will be held as often as the Management Board or the Supervisory Board deems necessary. In addition, shareholders and holders of depositary receipts of shares jointly representing 10% of the outstanding share capital may request the Management Board and the Supervisory Board that a General Meeting of Shareholders be held, stating their proposed agenda in detail.

The powers of the General Meeting of Shareholders are defined in the Company’s Articles of Association. Apart from the decisions taken at the Annual General Meeting of Shareholders, the main powers of the shareholders are to appoint (subject to the Supervisory Board's right of making binding nominations), suspend and dismiss members of the Management Board and Supervisory Board, to appoint the external auditor, to adopt amendments to the Articles of Association, to issue shares and grant subscriptions for shares, to authorise the Management Board or the Supervisory Board to issue shares and grant subscriptions for shares, to authorise the Management Board or the Supervisory Board to restrict or exclude pre-emptive rights of shareholders upon issuance of shares, to authorise the Management Board to repurchase outstanding shares of the Company, to adopt the remuneration policy of the Management Board, to determine the remuneration of members of the Supervisory Board, and to merge, demerge or dissolve the Company.

On 25 June 2010 X5 held its Annual General Meeting of Shareholders (AGM) in The Hague

Shareholders adopted X5's 2009 financial statements and also adopted all other proposals on the agenda, including:

the reappointment of Mr. Hervé Defforey and Mr. David Gould to the Supervisory Board;
the approval of X5's Remuneration Policy 2010, including the Company’s next generation long-term incentive program for members of the Management Board and other senior executives.

Minutes AGM 100625

Previous Shareholder Meetings

15 January: Extraordinary General Meeting of Shareholders

Minutes EGM 100115

2009

12 June: Annual General Meeting of Shareholders

Minutes AGM 090612

2008

18 January: Extraordinary General Meeting of Shareholders

Minutes EGM 080118

21 April: Extraordinary General Meeting of Shareholders

Minutes EGM 080421