Press-release
Krasnodar
December 24, 2015
PJSC "Magnit" Announces EGM Results
Krasnodar, December 24, 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: December 22, 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 item - 1 "Payment of dividends on PJSC "Magnit" shares following the nine months 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 - 2.1 "Approval of the major related party transactions" - 90,669,860 votes;
on the agenda item - 2.2 "Approval of the major related party transactions" - 90,669,860 votes;
on the agenda item - 2.3 "Approval of the major related party transactions" - 90,669,860 votes;
on the agenda item - 2.4 "Approval of the major related party transactions" - 90,669,860 votes;
on the agenda item - 3.1 "Approval of the related party transactions" - 90,669,860 votes;
on the agenda item - 3.2 "Approval of the related party transactions" - 90,669,860 votes.
Number of votes of shareholders who participated in the general meeting:
on the agenda item - 1 "Payment of dividends on PJSC "Magnit" shares following the nine months of 2015 reporting year results" - 69,839,021 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 - 2.1 "Approval of the major related party transactions" - 66,110,744 votes;
on the agenda item - 2.2 "Approval of the major related party transactions" - 66,110,744 votes;
on the agenda item - 2.3 "Approval of the major related party transactions" - 66,110,744 votes;
on the agenda item - 2.4 "Approval of the major related party transactions" - 66,110,744 votes;
on the agenda item - 3.1 "Approval of the related party transactions" - 66,110,744 votes;
on the agenda item - 3.2 "Approval of the related party transactions" - 66,110,744 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 nine months of 2015 reporting year results.
2. Approval of the major related party transactions;
3. Approval of the related party transactions.
Voting results:
On the 1st agenda item "Payment of dividends on PJSC "Magnit" shares following the nine months of 2015 reporting year results":
«for» - 67,986,939 votes, which amounts to 97.3481% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,780,467 votes, which amounts to 2.5494% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 71,611 votes, which amounts to 0.1025% 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 nine months of 2015 reporting year results in the amount of 16,999,294,788.35 rubles (sixteen billion nine hundred and ninety nine million two hundred and ninety four thousand seven hundred and eighty eight rubles thirty five kopecks), which amounts to 179.77 rubles (one hundred and seventy nine rubles seventy seven kopecks) per share. To appoint the following record date: January 8, 2016. 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» - 62,777,678 votes, which amounts to 69.2376% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 105,601 votes, which amounts to 0.1165% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 3,225,430 votes, which amounts to 3.5573% 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 a 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 55,000,000,000 (Fifty five billion) rubles;
4. Loan interest rate (per annum): not more than 125 (One hundred and twenty five) 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. Maximum term for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years from its execution (the term of repayment of the loan amount and the interest by the Borrower).
The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the loan agreement, can amount to 25 or more percent of the book value of the Company's assets, determined by 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 by the data of its accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of JSC "Tander" with the right to sign the additional agreements to the loan agreement (several related loan agreements), which change the terms and conditions of the loan, including but not limited to the change of the interest rates, the loan amount and the term of the loan provision within the limits hereof".
On the 2.2 agenda item "Approval of the major related party transactions":
«for» - 62,777,620 votes, which amounts to 69.2376% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 105,609 votes, which amounts to 0.1165% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 3,225,480 votes, which amounts to 3.5574% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the additional agreement, which the Company plans to execute in future, to the guarantee agreement of the legal entity No. 42-0-10/3-2015 of August 25, 2015 (hereinafter - the Guarantee agreement) executed by the Company (hereinafter - the Guarantor) as security for obligation of Joint Stock Company "Tander" (beneficiary) (hereinafter - the Borrower) to Joint Stock Company "Russian Agricultural Bank" (hereinafter - the Creditor) under the General agreement on procedure of execution of the credit transactions No. 42-0-10/2-2015 of August 25, 2015 (hereinafter - the Agreement), and which is a major related party transaction with the following essentials:
1. The Guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Agreement on the following terms:
1.1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
1.2. The total credit limit under the Agreement (the credit amount which may be granted under the Agreement) shall not exceed 25,000,000,000 (Twenty five billion) rubles;
1.3. The maximum term of the individual credit granted under the Agreement shall not exceed 60 (Sixty) calendar days;
1.4. The maximum interest rate for the use of the credits granted under the Agreement shall not exceed 30% (Thirty) percent per annum;
1.5. Conditions, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Agreement;
1.6. The Agreement is valid until July 1, 2016 inclusive. The term of the Guarantee agreement shall correspond with the term of the Agreement extended for 180 (One hundred and eighty) calendar days;
1.7. The Guarantor shall be fully liable to the Creditor for the non-fulfillment or improper fulfillment of obligations by the Borrower under the Agreement, including the principal amount of debt, interest, penalties;
2. If for any reason the Agreement is declared invalid/ unconcluded, the Guarantor shall secure the fulfillment of obligations by the Borrower on repayment to the Creditor of the monetary funds received by the Borrower from the Creditor under the invalid/ unconcluded Agreement in the amount determined by the agreement between the Borrower and the Creditor, and without such agreement - by the legislation of the Russian Federation.
The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the Guarantee agreement, can amount to 25 or more percent of the book value of the Company's assets, determined by 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 by the data of its accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC "Magnit" with the right to sign the additional agreements on amendments to the Guarantee agreement related to changes of the Agreement terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof".
On the 2.3 agenda item "Approval of the major related party transactions":
«for» - 62,777,620 votes, which amounts to 69.2376% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 105,605 votes, which amounts to 0.1165% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 3,225,484 votes, which amounts to 3.5574% 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, which the Company (hereinafter - the Guarantor) plans to execute in future as security for obligations of Joint Stock Company "Tander" (beneficiary) (hereinafter - the Borrower) to Joint Stock Company "ALFA-BANK" (hereinafter - the Creditor) under the credit agreement on the opening of the revolving credit line (hereinafter - the Credit agreement), and which is a major related party transaction with the following essentials:
1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement on the following terms:
1.1. The Creditor shall provide the Borrower with monetary funds in Russian rubles (hereinafter - "the Credits") in the form of the revolving credit line (hereinafter - "the Credit line");
1.2. Within the limits of the Credit line the Borrower shall be entitled to receive Credits, on which the maximum amount of the aggregate debt on any day of the term of the Credit line shall not exceed 17,000,000,000 (Seventeen billion) rubles;
1.3. The term of the Credit line shall not exceed 63 (Sixty three) months from the date of the Credit agreement. The Borrower shall repay all received Credits by the maturity date of the Credit line (inclusive).
1.4. The Credits within the term of the Credit line shall be provided for not more than 36 (Thirty six) months;
1.5. The interest rate: not more than 35 (Thirty five) percent per annum;
1.6. In case of undue repayment of Credits, the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.1 (zero point one) percent of the amount of the outstanding liability per each overdue day, but not lower than the dual key interest rate of the Bank of Russia effective on the day for which the penalty is charged;
1.7. The terms and procedure of granting and repayment of the Credit amounts, other penalties for non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreement shall be determined by the Credit agreement;
1.8. The Credit agreement shall be considered effective since the signing date and shall remain valid until the parties fully perform their obligations under the Credit agreement;
1.9. 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;
2. The guarantee agreement shall also secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement fixed by the valid judgment on repayment to the Creditor of the monetary funds received by the Borrower and on the payment of interest for the use of third-party monetary funds charged on the amount of unreasonable gain of the Borrower.
The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the guarantee agreement, can amount to 25 and more percent of the book value of the Company's assets, determined by 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 by the data of its accounting (financial) statements as of the last reporting date".
Hereby to provide the Chief Executive Officer of PJSC "Magnit" with the right to sign the additional agreements on amendments to the guarantee agreement related to changes of the Credit agreement terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof".
On the 2.4 agenda item "Approval of the major related party transactions":
«for» - 62,777,628 votes, which amounts to 69.2376% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 105,597 votes, which amounts to 0.1165% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 3,225,484 votes, which amounts to 3.5574% 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, 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 Public Joint Stock Company "Sberbank of Russia" (hereinafter - the Creditor) under the General agreement on the opening of the revolving framework facility with tiered interest rates No. 29-15/1/691 of September 28, 2015 (hereinafter - the Agreement), and which is a major related party transaction with the following essentials.
1. Under the Agreement the Creditor and the Borrower shall execute individual credit transactions (hereinafter - the Credit transactions) by signing the notes of confirmation containing material terms and conditions of the Credit transaction (hereinafter - the Notes of confirmation);
2. The total credit limit shall not exceed 20,000,000,000 (Twenty billion) rubles;
3. The credit term under any Credit transaction shall not exceed 1,095 (One thousand and ninety five) days;
4. The credits under the Credit transactions shall be fully repaid by September 27, 2019;
5. The interest rate for the credit use shall not exceed 23.5 (Twenty three point five) percent per annum. The Creditor shall be entitled to unilaterally increase/ decrease the interest rate under the Agreement and/ or under the Credit transaction executed under the Agreement;
6. The charges paid by the Borrower shall not exceed:
- 0.35% of the amount of the Credit transaction subject to the reservation payment made by the Borrower;
- 0.5% per annum of the prepaid credit amount subject to the payment made by the Borrower for the credit advanced repayment;
7. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Agreement;
8. Maximum price (amount) of the guarantee agreement: the total amount of the Guarantor's obligations shall not exceed 35,000,000,000 (Thirty five 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, can amount to 25 and more percent of the book value of the Company's assets, determined by 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 by the data of its accounting (financial) statements as of the last reporting date".
Hereby to provide the Chief Executive Officer of PJSC "Magnit" with the right to sign the additional agreements on amendments to the guarantee agreement related to changes of the Agreement terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof".
On the 3.1 agenda item "Approval of the related party transactions":
«for» - 62,777,620 votes, which amounts to 69.2376% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 105,605 votes, which amounts to 0.1165% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 3,225,484 votes, which amounts to 3.5574% 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 plans to execute in future as security for obligation of Joint Stock Company "Tander" (beneficiary) (hereinafter - the Borrower) to Public Joint Stock Company ROSBANK (hereinafter - the Creditor) under the agreements of revolving and (or) non-revolving credit lines (hereinafter - the Credit agreements), and which is a related party transaction with the following essentials:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles, in US dollars, in Euros;
2. Total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 18,000,000,000 (Eighteen billion) rubles or shall be equivalent to this amount in US dollars or Euros at the exchange rate of the Bank of Russia as of the date of financing provision;
3. The credit shall be provided in the form of individual credits under the Credit agreements for the purpose of the working capital financing and/or financing of the current operations;
4. The term of the Credit agreements shall not exceed 12 (Twelve) months (inclusive) from the signing date of each Credit agreement;
5. Each individual credit shall be provided for the period not exceeding 12 (Twelve) months;
6. The interest rate for the credits use including charges shall not exceed 35 (Thirty five) percent per annum;
7. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
8. 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.
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), amounts to more than 2 percent of the book value of the Company's assets, determined by the data of its accounting (financial) statements as of the last reporting date, but not more than 25 percent of the book value of the Company's assets, determined by the data of its accounting (financial) statements as of the last reporting date".
Hereby to provide the Chief Executive Officer of PJSC "Magnit" 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 the change of the interest rates, credit amount and period of the credit provision within the limits hereof".
On the 3.2 agenda item "Approval of the related party transactions":
«for» - 62,777,628 votes, which amounts to 69.2376% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 105,597 votes, which amounts to 0.1165% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 3,225,484 votes, which amounts to 3.5574% 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 Public Joint Stock Company "Sberbank of Russia" (hereinafter - the Creditor) under the agreements on the opening of revolving and (or) non-revolving credit line and (or) under the General agreements on the opening of the revolving framework credit line with tiered interest rates (hereinafter - the Credit agreements), and which is a related party transaction with the following essentials:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles;
2. The total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 10,000,000,000 (Ten billion) rubles;
3. The term of the credit use under each Credit agreement shall not exceed 5 (Five) years;
4. The 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 total amount of obligations of the Guarantor shall not exceed 18,000,000,000 (Eighteen 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), amounts to more than 2 percent of the book value of the Company's assets, determined by the data of its accounting (financial) statements as of the last reporting date, but not more than 25 percent of the book value of the Company's assets, determined by the data of its accounting (financial) statements as of the last reporting date".
Hereby to provide the Chief Executive Officer of PJSC "Magnit" 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 the 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 December 24, 2015.
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations 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 September 30, 2015, Magnit operated 29 distribution centers and about 11,400 stores (9,246 convenience, 335 hypermarkets, and 1,807 drogerie stores) in 2,297 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.
