Press-release
Krasnodar
September 26, 2014
OJSC "Magnit" Announces EGM Results
Krasnodar, September 26, 2014: OJSC "Magnit", Russia's largest food retailer
(the "Company"; MICEX and LSE: MGNT), announces the results of the
Extraordinary General Shareholders Meeting.
Type of the general meeting (annual, extraordinary) - extraordinary general
shareholders meeting;
Form of the general meeting - meeting (joint presence of shareholders to
discuss the agenda items and make decisions on the voting items with
preliminary submission (delivery) of voting ballots prior to the holding of the
EGM).
Date, venue and time of the general meeting:
Date of EGM: September 25, 2014.
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.
Time: registration - 10:00 am Moscow time, EGM - 11:00 am Moscow time.
Quorum of EGM:
Number of votes of shareholders included into the list of persons entitled to
participate in the general meeting:
on the agenda item "- 1 "Payment of dividends on OJSC "Magnit" shares following
the 6 months of 2014 financial year results" - 94,561,355 votes;
on the agenda item "- 2 "Ratification of the Charter of OJSC "Magnit" in the new
edition" - 94,561,355 votes;
on the agenda item "- 3 "Ratification of Regulation on the General shareholders
meeting of OJSC "Magnit" in the new edition" - 94,561,355 votes.
Number of votes of shareholders included into the list of persons entitled to
participate in the general meeting and notinterested in execution of
transactionsby the company:
on the agenda item "- 4.1 "Approval of the major related party transactions" -
91,848,646 votes;
on the agenda item "- 4.2 "Approval of the major related party transactions" -
91,848,646 votes;
on the agenda item "- 4.3 "Approval of the major related party transactions" -
91,848,646 votes;
on the agenda item "- 5.1 "Approval of the related party transactions" -
91,848,646 votes;
on the agenda item "- 5.2 "Approval of the related party transactions" -
91,848,646 votes;
on the agenda item "- 5.3 "Approval of the related party transactions" -
91,848,646 votes;
Number of votes of shareholders participated in general meeting:
on the agenda item "- 1 "Payment of dividends on OJSC "Magnit" shares following
the 6 months of 2014 financial year results" - 71,445,336 votes;
on the agenda item "- 2 "Ratification of the Charter of OJSC "Magnit" in the new
edition" - 71,445,336 votes;
on the agenda item "- 3 "Ratification of Regulation on the General shareholders
meeting of OJSC "Magnit" in the new edition" - 71,445,336 votes.
Number of votes of shareholders participated in general meeting and not interest
edin execution of transactions by the company:
on the agenda item "- 4.1 "Approval of the major related party transactions" -
68,764,003 votes;
on the agenda item "- 4.2 "Approval of the major related party transactions" -
68,764,003 votes;
on the agenda item "- 4.3 "Approval of the major related party transactions" -
68,764,300 votes;
on the agenda item "- 5.1 "Approval of the related party transactions" -
68,764,300 votes;
on the agenda item "- 5.2 "Approval of the related party transactions" -
68,764,296 votes;
on the agenda item "- 5.3 "Approval of the related party transactions" -
68,764,296 votes.
Quorum is present to adopt the decisions on all the agenda items of the
extraordinary general shareholders meeting of OJSC "Magnit".
Agenda:
1. "Payment of dividends on OJSC "Magnit" shares following the 6 months of 2014
financial year results".
2. "Ratification of the Charter of OJSC "Magnit" in the new edition".
3. "Ratification of Regulation on the General shareholders meeting of OJSC
"Magnit" in the new edition".
4. "Approval of the major related party transactions".
5. "Approval of the related party transactions".
Voting results:
On the 1stagenda item"Payment of dividends on OJSC "Magnit" shares following
the 6 months of 2014 financial year results":
«for» - 71,208,535 votes, which amounts to 99.6686% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 0 votes, which amounts to 0.00% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 68,790 votes, which amounts to 0.0963% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To approve the following allocation of OJSC "Magnit" profit following the
results of the 6 months of 2014 financial year:
To pay dividends on OJSC "Magnit" ordinary registered shares in the amount of
7,404,154,096.50 rubles (seven billion four hundred and four million one
hundred and fifty four thousand ninety six rubles fifty kopecks), which amounts
to 78.3 rubles (seventy eight rubles thirty kopecks) per share;
To pay dividends as follows:
a. Payment of dividends shall be executed pursuant to the procedure and within
the time limit established by the legislation of the Russian Federation.
b. Payment of dividends shall be executed by monetary funds with the
involvement of the Registrar of the Company - Open joint-stock company
"Obiedinennaya registratsionnaya kompaniya" (Taxpayer Id. Number
7705108630, Principal State Registration Number 1027700036540) as the
entity rendering services in dividend payment.
c. To secure the receipt of dividends, the shareholders of OJSC "Magnit" shall
update personal details and other information relevant for the dividend
payment, should they change, in the register of shareholders of OJSC
"Magnit" or in the relevant depositary.
d. To appoint the following date as of which the shareholders entitled to
receive dividends are determined: October 10, 2014."
On the 2ndagenda item "Ratification of the Charter of OJSC "Magnit" in the new
edition":
«for» - 67,319,269 votes, which amounts to 94.2249% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 531,711 votes, which amounts to 0.7442% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 3,424,245 votes, which amounts to 4.7928% of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To ratify the Charter of OJSC "Magnit" in the new edition."
On the 3rdagenda item "Ratification of Regulation on the General shareholders
meeting of OJSC "Magnit" in the new edition":
«for» - 67,310,067 votes, which amounts to 94.2120% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 531,711 votes, which amounts to 0.7442% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 3,433,445 votes, which amounts to 4.8057% of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To ratify the Regulation on the General shareholder meeting of OJSC "Magnit"
in the new edition".
On the 4.1agenda item "Approval of the major related party transactions":
«for» - 66,011,091 votes, which amounts to 71.8694% of the total votes of
shareholders not interested in execution of the transaction by the company;
«against» - 334,142 votes, which amounts to 0.3638% of the total votes of
shareholders not interested in execution of the transaction by the company;
«abstained» - 2,250,757 votes, which amounts to 2.4505% of the total votes of
shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the loan agreement (several associated loan agreements) which the
Company plans to execute in future with Joint-stock company "Tander" and which
is the related party transaction with the following essentials:
1. parties of the transaction (transactions): the lender - OJSC "Magnit", the
borrower - JSC "Tander";
2. subject of the transaction (transactions): loan of funds;
3. maximum price (amount) of the transaction (transactions): up to
35,000,000,000 (thirty five billion) rubles;
4. loan interest rate: not more than 12% (twelve percent) per annum;
5. time limit for the fulfillment of obligations under the transaction
(transactions): up to 3 (three) years from the time of its conclusion (the time
of repayment of the loan amount and interest).
The price (money value) of the Company's property, which can be directly or
indirectly disposed by the Company under the loan agreement (agreements), can
amount to 25 and more percent of the book value of the Company's assets,
determined from the data of its financial statements as of the last reporting
date, but not more than 50 percent of the book value of the Company's assets,
determined from the data of its financial statements as of the last reporting
date assets determined on the basis of the accounting statements as at the
latest accounting date".
On the 4.2 agenda item "Approval of the major related party transactions":
«for» - 66,011,095 votes, which amounts to 71.8694% of the total votes of
shareholders not interested in execution of the transaction by the company;
«against» - 334,142 votes, which amounts to 0.3638% of the total votes of
shareholders not interested in execution of the transaction by the company;
«abstained» - 2,250,755 votes, which amounts to 2.4505% of the total votes of
shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements, which the Company plans to execute in
future as security for obligations of Joint-stock company "Tander"
(beneficiary) (hereafter - the "Borrower") to Open joint-stock company
"Sberbank of Russia" (OJSC "Sberbank of Russia") (hereafter - the "Creditor")
under the agreements of revolving and non-revolving lines of credit (hereafter
- the "Credit agreements"), and which are the major related party transactions
with the following essentials:
1. total credit limit for all Credit agreements shall not exceed 24,000,000,000
(twenty four billion) rubles;
2. credit use period under each Credit agreement shall not exceed 3 (three)
years;
3. interest rate for the credit use including charges shall amount to not more
than 15% (fifteen percent) per annum;
4. terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant Credit agreements;
5. maximum price (amount) of the guarantee agreements: The Guarantor shall be
fully liable to the Creditor for non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreements, including principal
amount of debt, interest, penalties, losses caused to the Creditor by the
non-fulfillment or improper fulfillment of the Credit agreements.
The price (money value) of the Company's property, which can be directly or
indirectly disposed by the Company under the guarantee agreements, can amount
to 25 and more percent of the book value of the Company's assets, determined
from the data of its financial statements as of the last reporting date, but
not more than 50 percent of the book value of the Company's assets, determined
from the data of its financial statements as of the last reporting date.
Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to sign
additional agreements on amendments of the guarantee agreements related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
On the 4.3 agenda item "Approval of the major related party transactions":
«for» - 66,011,394 votes, which amounts to 71.8698% of the total votes of
shareholders not interested in execution of the transaction by the company;
«against» - 334,142 votes, which amounts to 0.3638% of the total votes of
shareholders not interested in execution of the transaction by the company;
«abstained» - 2,250,753 votes, which amounts to 2.4505% of the total votes of
shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreement, which Open joint-stock company "Magnit"
(hereafter - the "Guarantor") plans to execute in future with Joint-stock
commercial bank "Bank of Moscow" (open joint-stock company) (hereafter - the
"Credit agreement"), as security for obligations of Joint-stock company
"Tander" (beneficiary) (hereafter - the "Borrower") to Joint-stock commercial
bank "Bank of Moscow" (open joint-stock company) (hereafter - the "Creditor")
under the Credit agreement "-29-261/15/2651-10-KR as of September 30, 2010, in
consideration of all additional agreements to it (hereafter - the "Credit
agreement"), and which is the major related party transaction with the
following essentials:
1. the Credit agreement shall reflect intentions of the Creditor and the
Borrower to execute credit transactions and regulate the approval procedure of
terms and conditions of the credit transactions;
2. maximum indebtedness of the Borrower under one-time credits provided within
the terms of the Credit agreement, shall amount to not more than 16,000,000,000
(sixteen billion) rubles;
3. credits within the terms of the Credit agreement shall be provided for the
maximum of 90 (ninety) days;
4. upon determination of the deadline of repayment of each credit, the whole
indebtedness under credits, provided within the terms of the Credit agreement,
shall be repaid in full not later than April 30, 2016;
5. interest rate for the credit use including charges amounts to not more than
14% (fourteen percent) per annum;
6. terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant credit transactions
executed on the basis of and within the terms of the Credit agreement;
7. maximum price (amount) of the Guarantee agreement: The Guarantor shall be
fully liable to the Creditor for non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement, including principal
amount of debt, interest, penalties, losses caused to the Creditor by the
non-fulfillment or improper fulfillment of the Credit agreement. The Guarantor
shall be liable jointly with the Borrower at the request of the Creditor for
repayment of the received credit (for reimbursement of the received monetary
amount) under the Credit agreement in case of declaration of its invalidity or
repayment of unreasonable gains upon the declaration of the Credit agreement
not concluded in accordance with the procedure established by law.
The price (money value) of the Guarantor's property, which can be directly or
indirectly disposed by the Guarantor under the Guarantee agreement with the
Creditor, can amount to 25 (twenty five) and more percent of the book value of
the Company's assets, determined from the data of its financial statements as
of the last reporting date, but not more than 50 (fifty) percent of the book
value of the Company's assets, determined from the data of its financial
statements as of the last reporting date.
Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to sign
additional agreements on amendments of the guarantee agreements related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
On the 5.1agenda item "Approval of the related party transactions":
«for» - 66,011,392 votes, which amounts to 71.8697% of the total votes of
shareholders not interested in execution of the transaction by the company;
«against» - 334,142 votes, which amounts to 0.3638% of the total votes of
shareholders not interested in execution of the transaction by the company;
«abstained» - 2,250,755 votes, which amounts to 2.4505% of the total votes of
shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements which the Company (hereafter - the
"Guarantor") plans to execute in future as security for obligations of JSC
"Tander" (beneficiary) (hereafter - the "Borrower") to Joint Stock Commercial
Bank "ROSBANK" (Open Joint-Stock Company) (hereafter - the Creditor") under the
agreements on revolving lines of credit (hereafter - the "Credit agreements"),
and which are related party transactions with the following essentials:
1. the total credit limit for all Credit agreements, which the Borrower plans
to execute in future, shall amount to not more than 5,000,000,000 (five
billion) rubles;
2. the credit under each Credit agreement shall be provided for the maximum of
3 (three) years;
3. interest rate for the credit use including charges amounts to not more than
15% (fifteen percent) per annum;
4. terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant Credit agreements;
5. maximum price (amount) of the guarantee agreements: the total amount of
obligations of the Guarantor shall not exceed 7,250,000,000 (seven billion two
hundred and fifty million) rubles.
The price of the property, to the possible disposal of which the transactions
of guarantee are related, amounts to more than 2%, but not more than 25% of the
book value of the Company's assets, determined from the data of its financial
statements as of the last reporting date.
Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to sign
additional agreements on amendments of the guarantee agreements related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
On the 5.2 agenda item "Approval of the related party transactions":
«for» - 66,011,083 votes, which amounts to 71.8694% of the total votes of
shareholders not interested in execution of the transaction by the company;
«against» - 334,142 votes, which amounts to 0.3638% of the total votes of
shareholders not interested in execution of the transaction by the company;
«abstained» - 2,250,753 votes, which amounts to 2.4505% of the total votes of
shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreement, which the Company plans to execute in
future as security for obligations of joint-stock company "Tander"
(beneficiary) (hereafter - the "Borrower") to Open joint-stock company
"ALFA-BANK" (hereafter - the "Creditor") under the credit agreement on opening
of the revolving credit line in Russian rubles (hereafter - the "Credit
agreement"), and which is the related party transaction with the following
essentials:
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower under the Credit agreement which the Borrower plans to execute in
future with the following essentials:
1. the Creditor shall provide the Borrower with monetary funds in Russian
rubles (hereafter - the "Credits") in the form of the revolving credit line
(hereafter - the "Credit line");
2. within the Credit line the Borrower shall have a right to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 4,000,000,000 (four billion) rubles
("Credit limit");
3. the term of each Credit line shall not exceed 51 (fifty one) months, the
Borrower shall repay all received Credits no later than the date of expiration
of the term of the relevant Credit line;
4. Credits within the term of each Credit line shall be provided for not more
than 36 (thirty six) months;
5. interest rate: not more than 15 (fifteen) percent per annum;
6. terms, procedure of granting and repayment of the Credit amounts (including
the amount of any type of remuneration paid by the Borrower to the Creditor)
shall be determined by the Credit agreement;
7. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement, including the principal
amount of debt, interest, penalties, losses caused to the Creditor by the
non-fulfillment or improper fulfillment of the Credit agreement;
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity of the Credit agreement, fixed by the valid
judgment, on repayment of monetary funds received by the Borrower for the
benefit of the Creditor, and on payment of interest for the use of another's
monetary funds charged on the amount of unreasonable gains of the Borrower.
The price of the property, to the possible disposal of which the transactions
of guarantee are related, amounts to more than 2%, but not more than 25% of the
book value of the Company's assets, determined from the data of its financial
statements as of the last reporting date.
Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to sign
additional agreements on amendments of the guarantee agreements related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
On the 5.3agenda item "Approval of the related party transactions":
«for» - 66,008,588 votes, which amounts to 71.8667% of the total votes of
shareholders not interested in execution of the transaction by the company;
«against» - 334,142 votes, which amounts to 0.3638% of the total votes of
shareholders not interested in execution of the transaction by the company;
«abstained» - 2,250,755 votes, which amounts to 2.4505% of the total votes of
shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreement, which the Company plans to execute in
future as security for obligations of joint-stock company "Tander"
(beneficiary) (hereafter - the "Borrower") to Open joint-stock company
"ALFA-BANK" (hereafter - the "Creditor") under the credit agreement on opening
of the revolving credit line in Russian rubles (hereafter - the "Credit
agreement"), and which is the related party transaction with the following
essentials:
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower under the Credit agreement which the Borrower plans to execute in
future with the following essentials:
1. the Creditor shall provide the Borrower with monetary funds in Russian
rubles (hereafter - the "Credits") in the form of the revolving credit line
(hereafter - the "Credit line");
2. within the Credit line the Borrower shall have a right to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 5,000,000,000 (five billion) rubles
("Credit limit");
3. the term of each Credit line shall not exceed 51 (fifty one) months, the
Borrower shall repay all received Credits no later than the date of expiration
of the term of the relevant Credit line;
4. Credits within the term of each Credit line shall be provided for not more
than 36 (thirty six) months;
5. interest rate: not more than 15 (fifteen) percent per annum;
6. terms, procedure of granting and repayment of the Credit amounts (including
the amount of any type of remuneration paid by the Borrower to the Creditor)
shall be determined by the Credit agreement;
7. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement, including the principal
amount of debt, interest, penalties, losses caused to the Creditor by the
non-fulfillment or improper fulfillment of the Credit agreement;
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity of the Credit agreement, fixed by the valid
judgment, on repayment of monetary funds received by the Borrower for the
benefit of the Creditor, and on payment of interest for the use of another's
monetary funds charged on the amount of unreasonable gains of the Borrower.
The price of the property, to the possible disposal of which the transactions
of guarantee are related, amounts to more than 2%, but not more than 25% of the
book value of the Company's assets, determined from the data of its financial
statements as of the last reporting date.
Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to sign
additional agreements on amendments of the guarantee agreements related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
The minutes "-w/n are executed as of September 26, 2014.
For further information, please contact:
Timothy Post Director, Investor Relations
Email: post@magnit.ru
Office: +7-861-277-4554 x 17600
Mobile: +7-961-511-7678
Direct Line: +7-861-277-4562
Dina Svishcheva Deputy Director, Investor Relations
Email: Chistyak@magnit.ru
Office: +7-861-277-45-54 x 15101
Mobile: +7-961-511-0202
Direct Line: +7-861-277-4562
Company description:
Magnit is Russia's largest food retailer. Founded in 1994, the company is
headquartered in the southern Russian city of Krasnodar. As of June 30, 2014,
Magnit operated 24 distribution centers and over 8,600 stores (7,614
convenience, 226 hypermarkets, and 778 drogeries) in approximately 2,000 cities
and towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H
2014, Magnit had revenues of $9,979 million USD and an EBITDA of $1,045 million
USD. Magnit's local shares are traded on the Moscow Stock Exchange (MICEX:
MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit
rating from Standard & Poor's of BB. Measured by market capitalization, Magnit
is one of the largest retailers in Europe.OJSC MAGNIT - EGM Results
© 2014 PR Newswire
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