Press-release
Krasnodar
September 29, 2015
PJSC "Magnit" Announces EGM Results
Krasnodar, September 29, 2015: PJSC "Magnit", Russia's largest food retailer (the "Company"; MOEX and LSE: MGNT), announces the results of the Extraordinary General Shareholders Meeting (EGM) and the dividend payment.
Type of the general meeting (annual, extraordinary) - extraordinary general shareholders meeting;
Form of the general meeting - absentee voting.
Date, venue and time of the general meeting:
Voting ballots acceptance deadline: September 24, 2015.
Address to which the completed voting ballots were delivered: 15/5 Solnechnaya street, Krasnodar, 350072, Russia.
Quorum of EGM:
Number of votes of shareholders included into the list of persons entitled to participate in the general meeting:
on the agenda itemNo. 1 "Payment of dividends on PJSC "Magnit" shares following the first half of 2015 reporting year results" - 94,561,355 votes.
Number of votes of shareholders included into the list of persons entitled to participate in the general meeting and not interested in execution of transactions by the company:
on the agenda item No. 2.1 "Approval of the major related party transactions" - 90,192,979 votes;
on the agenda item No. 2.2 "Approval of the major related party transactions" - 90,192,979 votes.
Number of votes of shareholders who participated in the general meeting:
on the agenda item No. 1 "Payment of dividends on PJSC "Magnit" shares following the first half of 2015 reporting year results" - 72,970,112 votes.
Number of votes of shareholders who participated in the general meeting and are not interested in execution of transactions by the company:
on the agenda item No. 2.1 "Approval of the major related party transactions" - 69,448,103 votes;
on the agenda itemNo. 2.2 "Approval of the major related party transactions" - 69,448,103 votes;
Quorum is present to adopt the decisions on all the agenda items of the extraordinary general shareholders meeting of PJSC "Magnit".
Agenda:
1. Payment of dividends on PJSC "Magnit" shares following the first half of 2015 reporting year results.
2. Approval of the major related party transactions.
Voting results:
On the 1st agenda item "Payment of dividends on PJSC "Magnit" shares following the first half of 2015 reporting year results":
«for» - 71,260,498 votes, which amounts to 97.6571% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 7 votes, which amounts to 0.000009% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1,709,582 votes, which amounts to 2.3429% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To pay dividends on PJSC "Magnit" ordinary registered shares following the first half of 2015 reporting year results in the amount of 8,359,223,782 rubles (eight billion three hundred and fifty nine million two hundred and twenty three thousand seven hundred and eighty two rubles), which amounts to 88.40 rubles eighty eight rubles forty kopecks) per share. To appoint the following record date: October 9, 2015. The payment of dividends shall be effected in monetary funds in accordance with the procedure and within the time limit established by the legislation of the Russian Federation".
On the 2.1 agenda item "Approval of the major related party transactions":
«for» - 67,717,079 votes, which amounts to 75.0802% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 21,390 votes, which amounts to 0.0237% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1,709,600 votes, which amounts to 1.8955% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the loan agreement (several related loan agreements) which the Company plans to execute in future with Joint Stock Company "Tander" and which is the major related party transaction with the following essentials:
1. parties of the transaction (transactions): the lender - PJSC "Magnit", the borrower - JSC "Tander";
2. subject of the transaction (transactions): loan of funds;
3. maximum price (amount) of the transaction (transactions): up to 40,000,000,000 (Forty billion) rubles;
4. loan interest rate (per annum): not more than 180 (One hundred and eighty) percent of the key interest rate of the Bank of Russia (published on the official website of the Bank of Russia on the Internet (www.cbr.ru)) as of the loan issue date;
5. time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (three) years from the time of its execution (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 (several related loan agreements), can amount to 25 and more percent of the book value of the Company's assets, determined from the data of its accounting (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 accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC "Magnit" and other PJSC "Magnit" representatives authorized by the CEO with the right to sign the additional agreements to the loan agreement (several related loan agreements) which change the loan conditions, including but not limited to the change of the interest rates, loan amount and period of the loan provision within the limits hereof".
On the 2.2 agenda item "Approval of the major related party transactions":
«for» - 67,717,003 votes, which amounts to 75.0801% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 21,103 votes, which amounts to 0.0234% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1,709,738 votes, which amounts to 1.8956% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the guarantee agreement (several related guarantee agreements) which the Company (hereinafter - the Guarantor) plans to execute in future as security for obligation of Joint Stock Company "Tander" (beneficiary) (hereinafter - the Borrower) to Open Joint Stock Company "Sberbank of Russia" (hereinafter - the Creditor) under the agreements on opening of revolving and (or) non-revolving lines of credit (hereinafter - the Credit agreements) and which is the major related party transaction with the following essentials:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles;
2. Total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 20,000,000,000 (Twenty billion) rubles;
3. The term of credit use under each Credit agreement shall not exceed 5 (Five) years;
4. Interest rate for the credit use including charges shall not exceed 25 (Twenty five) percent per annum;
5. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
6. Maximum price (amount) of the guarantee agreement (several related guarantee agreements): the aggregate amount of obligations of the Guarantor shall not exceed 24,000,000,000 (Twenty four billion) rubles.
The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the guarantee agreement (several related guarantee agreements), can amount to 25 and more percent of the book value of the Company's assets, determined from the data of its accounting (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 accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC "Magnit" and other PJSC "Magnit" representatives authorized by the CEO with the right to sign the additional agreements on amendments to the guarantee agreement (several related guarantee agreements) related to changes of the Credit agreements terms and conditions, including but not limited to change of the interest rates, credit amount and period of the credit provision within the limits hereof".
The minutes w/oNo. are executed as of September 29, 2015.
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 |
| Media Inquiries | PR and GR Department press@magnit.ru |
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, 2015, Magnit operated 29 distribution centers and over 10,700 stores (8,890 convenience, 311 hypermarkets, and 1,527 drogerie stores) in approximately 2,233 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H 2015, Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: 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.
