Press-release
Krasnodar
May 24, 2013
OJSC "Magnit" Announces AGM Results and the Dividend Payment
Krasnodar, May 24, 2013: OJSC "Magnit", Russia's largest retailer (the
"Company"; MICEX and LSE: MGNT), announces the results of the Annual General
Shareholders Meeting and the dividend payment.
Type of the general meeting (annual, extraordinary) - annual general
shareholders meeting;
Form of the general meeting - joint presence.
Date and venue of the general meeting:
Date of AGM: May 24, 2013.
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.
Time: registration - 10:00 am, AGM - 11:00 Moscow time
Quorum of AGM:
Number of votes of shareholders included into the list of persons entitled to
participate in the general meeting:
on the agenda item № 1 "Ratification of the annual report, the annual
accounting statements, including profit and loss statement (profit and loss
account) of OJSC "Magnit" - 94,561,355 votes;
on the agenda item № 2 "Profit and loss distribution of OJSC "Magnit" according
to 2012 financial year results" - 94,561,355 votes;
on the agenda item № 3 "Election of the board of directors of OJSC "Magnit" -
661,929,485 votes;
on the agenda item № 4 "Election of the audit commission of OJSC "Magnit" -
57,713,233 votes;
on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 94,561,355 votes;
on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" under
international financial reporting standards" - 94,561,355 votes;
on the agenda item № 7 "Election of the counting commission" - 94,561,355 votes;
on the agenda item № 8 "Ratification of the Charter of OJSC "Magnit" in the new
edition" - 94,561,355 votes;
on the agenda item № 9 "Ratification of the Rules and regulations for 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
transactions by the company:
on the agenda item № 10 "Approval of the major related party transaction" -
92,453,140 votes;
on the agenda item № 11.1 "Approval of the related party transactions" -
92,453,140 votes;
on the agenda item № 11.2 "Approval of the related party transactions" -
92,453,140 votes;
on the agenda item № 11.3 "Approval of the related party transactions" -
92,453,140 votes;
on the agenda item № 11.4 "Approval of the related party transactions" -
92,453,140 votes;
on the agenda item № 11.5 "Approval of the related party transactions" -
92,453,140 votes;
Number of votesof shareholders participated in general meeting:
on the agenda item № 1 "Ratification of the annual report, the annual
accounting statements, including profit and loss statement (profit and loss
account) of OJSC "Magnit" - 72,433,088 votes;
on the agenda item № 2 "Profit and loss distribution of OJSC "Magnit" according
to 2012 financial year results" - 72,433,008 votes;
on the agenda item № 3 "Election of the board of directors of OJSC "Magnit" -
507,031,056 votes;
on the agenda item № 4 "Election of the audit commission of OJSC "Magnit" -
35,584,886 votes;
on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 72,433,008 votes;
on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" under
international financial reporting standards" - 72,433,008 votes;
on the agenda item № 7 "Election of the counting commission" - 72,433,008 votes;
on the agenda item № 8 "Ratification of the Charter of OJSC "Magnit" in the new
edition" - 72,433,008 votes;
on the agenda item № 9 "Ratification of the Rules and regulations for the
general shareholders meeting of OJSC "Magnit" in the new edition" - 72,433,008
votes;
Number of votes of shareholders participated in general meeting and not interested
in execution of transactions by the company:
on the agenda item № 10 "Approval of the major related party transaction" -
70,324,793 votes;
on the agenda item № 11.1 «Approval of the related party transactions» -
70,324,793 votes;
on the agenda item № 11.2 «Approval of the related party transactions» -
70,324,793 votes;
on the agenda item № 11.3 «Approval of the related party transactions» -
70,324,793 votes;
on the agenda item № 11.4 «Approval of the related party transactions» -
70,324,793 votes;
on the agenda item № 11.5 «Approval of the related party transactions» -
70,324,793 votes.
Quorum is present to adopt the decisions on all the agenda items of the annual
general shareholders meeting of OJSC "Magnit".
Agenda:
1. "Ratification of the annual report, the annual accounting statements,
including profit and loss statement (profit and loss account) of OJSC
"Magnit".
2. "Profit and loss distribution of OJSC "Magnit" according to 2012 financial
year results".
3. "Election of the board of directors of OJSC "Magnit".
4. "Election of the audit commission of OJSC "Magnit".
5. "Approval of the auditor of OJSC "Magnit".
6. "Approval of the auditor of OJSC "Magnit" under international financial
reporting standards".
7. "Election of the counting commission".
8. "Ratification of the Charter of OJSC "Magnit" in the new edition".
9. "Ratification of the Rules and regulations for the general shareholders
meeting of OJSC "Magnit" in the new edition".
10. "Approval of the major related party transaction".
11. "Approval of the related party transactions".
Voting results:
On the 1stagenda item"Ratification of the annual report, the annual accounting
statements, including profit and loss statement (profit and loss account) of
OJSC "Magnit":
«for» - 72,028,168 votes, which amounts to 99.4411% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 29,188 votes, which amounts to 0.0403% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 1 vote, which amounts to 0.0000% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To ratify OJSC "Magnit" 2012 annual report and annual accounting statements,
including profit and loss statement (profit and loss account) of OJSC "Magnit"
over the year 2012".
On the 2ndagenda item "Profit and loss distribution of OJSC "Magnit" according
to 2012financial year results":
«for» - 72,057,002 votes, which amounts to 99.4809% 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 0.0000% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 94 votes, which amounts to 0.0001% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To approve distribution of OJSC "Magnit" profit according to 2012 financial
year results as follows:
1) To pay dividends on ordinary registered shares of OJSC "Magnit" in the
amount of 5,202,765,752.10 (five billion two hundred and two million seven
hundred and sixty five thousand seven hundred and fifty two rubles ten kopeks)
which amounts to 55.02 rubles (fifty five rubles two kopeks) per one ordinary
share;
To pay dividends as follows:
a. To pay dividends according to 2012 financial year results in the amount of
55.02 rubles per share.
b. The dividends shall be paid according to the list of shareholders entitled
to receive dividends of OJSC "Magnit". In order to make the list of
shareholders entitled to receive dividends, the nominee shareholder
provides information on shareholders on behalf of which they hold shares.
c. To determine the dividend payment period - within sixty days from the date
of the decision to pay dividends made by the general shareholders meeting.
d. Payment of dividends shall be executed by money resources 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) (hereafter -
the Registrar) as the entity rendering services in dividend payment".
e. To secure the receipt of dividends the shareholders of OJSC "Magnit" are
required to update personal details and other information relevant for the
dividend payment in the register of shareholders of OJSC "Magnit" or in the
relevant depositary.
f. If the transferred dividends are returned to OJSC "Magnit" in the exercise
of dividend payment by means of transfer to the bank account:
* due to incorrect (including irrelevant) information contained in the
register of shareholders of OJSC "Magnit", - subsequent dividend payment
shall be executed upon the shareholder's submission of the updated personal
information and other information relevant for the dividend payment to the
Registrar and after the corresponding changes are made to the register of
shareholders of OJSC "Magnit" and to the list of shareholders entitled to
receive dividends of OJSC "Magnit" (if applicable);
* due to incorrect (including irrelevant) information contained in the
information submitted by the corresponding nominee shareholder to the
Registrar to pay the dividends - subsequent dividend payment shall be
executed upon the submission by the corresponding nominee shareholder of
the updated personal information and other information relevant for the
dividend payment to the Registrar and after the corresponding changes are
made to the register of shareholders of OJSC "Magnit" and to the list of
shareholders entitled to receive dividends of OJSC "Magnit" (if
applicable).
* If the transferred dividends are returned to OJSC "Magnit" in the exercise
of dividend payment by means of postal order:
*
+ due to incorrect (including irrelevant) information contained in the
register of shareholders of OJSC "Magnit", - subsequent dividend
payment shall be executed by means of transfer to the bank account of
the shareholder upon the shareholder's submission of their bank
details, updated personal information and other information relevant
for dividend payment and after the corresponding changes are made to
the register of shareholders of OJSC "Magnit" and to the list of
shareholders entitled to receive dividends of OJSC "Magnit" (if
applicable);
+ due to incorrect (including irrelevant) information contained in the
information submitted by the corresponding nominee shareholder to the
Registrar to pay the dividends - dividend payment shall be executed by
means of transfer to the bank account of the shareholder upon the
submission by the corresponding nominee shareholder of the
shareholder's bank details, the updated personal information and other
information relevant for the dividend payment to the Registrar and
after the corresponding changes are made to the register of
shareholders of OJSC "Magnit" and to the list of shareholders entitled
to receive dividends of OJSC "Magnit" (if applicable).
+ OJSC "Magnit" shall cover the costs of the dividend transfer by all
means.
+ The list of shareholders entitled to receive dividends shall be made as
of the date of the list of shareholders entitled to participate in the
annual general shareholders meeting of OJSC "Magnit", i.e. April 5,
2013.
+ 2) To pay the following remuneration to the member of the Board of
Directors:
o remuneration for participation in the Board in the amount
determined by the Regulations on the Board of directors of OJSC
"Magnit";
o not to pay the year-end remuneration;
3) Not to pay remuneration to the members of the Audit Commission of
the Company;
4) Not to pay remuneration to the members of the Management Board of
the Company following the results of the year;
To direct the undistributed net profit to the development of the
Company".
On the 3rdagenda item "Election of the board of directors of OJSC
"Magnit":
«for» - 494,862,613 votes, which amounts to 97.6001% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«against» - 105,049 votes, which amounts to 0.0207% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«abstained» - 777,399 votes, which amounts to 0.1533% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Votes cast «for» the election of the corresponding candidate is as
follows:
Andrey Arutyunyan - 48,758,682 votes;
Valeriy Butenko - 48,737,406 votes;
Sergey Galitskiy - 52,466,436 votes;
Alexander Zayonts - 160,042,760 votes;
Alexey Makhnev - 58,646,463 votes;
Khachatur Pombukhchan - 61,375,093 votes;
Aslan Shkhachemukov - 48,737,412 votes.
Adopted decision:
"To elect the following candidates to the board of directors of OJSC
"Magnit":
Andrey Arutyunyan;
Valeriy Butenko;
Alexander Zayonts;
Sergey Galitskiy;
Alexey Makhnev;
Khachatur Pombukhchan;
Aslan Shkhachemukov".
On the 4thagenda item "Election of the auditcommission of OJSC "Magnit"
:
Roman Efimenko:
«for» - 32,337,318 votes, which amounts to 90.8737% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«against» - 132,616 votes, which amounts to 0.3727% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«abstained» - 2,295,776 votes, which amounts to 6.4515% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Angela Udovichenko:
«for» - 32,435,342 votes, which amounts to 91.1492% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«against» - 132,616 votes, which amounts to 0.3727% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«abstained» - 2,264,386 votes, which amounts to 6.3633% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Denis Fedotov:
«for» - 32,337,313 votes, which amounts to 90.8737% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«against» - 132,616 votes, which amounts to 0.3727% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«abstained» - 2,295,776 votes, which amounts to 6.4515% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Adopted decision:
"To elect the following candidates to the audit commission of OJSC
"Magnit":
Roman Efimenko;
Angela Udovichenko;
Denis Fedotov".
On the 5thagenda item "Approval of the auditor of OJSC "Magnit"
«for» - 71,814,645 votes, which amounts to 99.1463% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«against» - 28,915 votes, which amounts to 0.0399% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«abstained» - 215,648 votes, which amounts to 0.2977% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Adopted decision:
"To approve the Limited liability company Audit firm "Faber Lex"
(Taxpayer Id. Number 2308052975), legal address: 144/2 Krasnykh
Partizan street, Krasnodar, Krasnodar region, the Russian Federation,
as the auditor of open joint-stock company "Magnit" in accordance with
the Russian accounting standards".
On the 6thagenda item "Approval of the auditor of OJSC "Magnit" under
international financial reporting standards":
«for» - 71,448,271 votes, which amounts to 98.6405% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«against» - 28,915 votes, which amounts to 0.0399% of the total votes
of the shareholders participated in the general meeting and entitled to
vote on this item;
«abstained» - 215,648 votes, which amounts to 0.2977% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Adopted decision:
"To approve Ernst&Young Limited Liability Company, legal address:
bld.1, 77 Sadovnicheskaya embankment, Moscow, the Russian Federation,
as the auditor of open joint-stock company "Magnit" in accordance with
the IFRS".
On the 7thagenda item "Election of the counting commission":
«for» - 70,453,569 votes, which amounts to 97.2672% 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% of the total votes of the
shareholders participated in the general meeting and entitled to vote
on this item;
«abstained» - 1,563,641 votes, which amounts to 2.1587% of the total
votes of the shareholders participated in the general meeting and
entitled to vote on this item.
Adopted decision:
"To authorize open joint-stock company "Obiedinennaya registratsionnaya
kompaniya" (Taxpayer Id. Number 7705108630, Principal State
Registration Number 1027700036540), acting on the basis of the license
of the professional participant of the securities market in maintenance
of register (license number: 10-000-1-00314 issued by the FFMS of
Russia on March 30, 2004, period of validity: without restriction on
the period of validity), which maintains the register of shareholders
of registered shares of OJSC "Magnit", to act as the Counting
Commission".
On the 8thagenda item "Ratification of the Charter of OJSC "Magnit" in
the new edition":
«for» - 72,062,183 votes, which amounts to 99.4880% 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% of the total votes of the
shareholders participated in the general meeting and entitled to vote
on this item;
«abstained» - 114 votes, which amounts to 0.0002% 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 9thagenda item "Approval of the major related party
transactions":
«for» - 72,062,006 votes, which amounts to 99.4878% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 114 votes, which amounts to 0.0002% of the total votes of
the shareholders not interested in execution of the transaction by the
company.
Adopted decision:
"To ratify the Rules and regulations for the general shareholder
meeting of OJSC "Magnit" in the new edition".
On the 10thagenda item "Approval of the major related party
transaction":
«for» - 69,752,041 votes, which amounts to 75.4458% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 201,346 votes, which amounts to 0.2178% of the total
votes of the 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 JSC "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
34,000,000,000 (thirty four billion) rubles;
4. loan interest rate: shall not exceed 12% (twelve percent) per annum;
5. deadline to fulfill the obligations under the transaction
(transactions): up to 3 (three) years from the date of the transaction
execution (term for repayment of the loan amount and accrued interest
amount hereof by the Borrower).
The price of the Company's property that may be directly or indirectly
disposed by the Company under the loan agreement (agreements) may
amount to 25 (twenty five) percent or more of the book value of assets
of the Company determined on the basis of the accounting statements for
the latest accounting period, but shall not exceed 50 (fifty) percent
of the book value of assets of the Company determined on the basis of
the accounting statements for the latest accounting period".
On the 11.1 agenda item "Approval of the related party transaction":
«for» - 69,752,736 votes, which amounts to 75.4466% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 201,346 votes, which amounts to 0.2178% of the total
votes of the shareholders not interested in execution of the
transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party
transactions and which the Company (hereafter - the Guarantor) plans to
execute in future as security for obligation of JSC "Tander"
(beneficiary) (hereafter - the Borrower) to VTB Bank (open joint-stock
company) (hereafter - the Creditor) under the agreements of revolving
and non-revolving lines of credit (hereafter - the Credit agreements)
with the following essentials:
1. The Creditor shall provide the Borrower with Credit under the Credit
agreements for the purpose of working capital financing with the total
limit not exceeding 10,000,000,000 (ten billion) rubles and the
Borrower shall repay the received Credit to the Creditor according to
the procedure, within the time period and under terms specified in the
Credit agreements;
2. the credit is provided for the maximum 5 (five) years;
3. interest rate for the credit use including charges comprises not
more than 12% (twelve percent) per annum;
4. terms, procedure of granting and repayment of the credit, interest
and other payments are determined by the relevant Credit agreements;
5. maximum price (amount) of the guarantee agreements: The Guarantor is
fully liable to the Creditor for non-fulfillment or improper
fulfillment of obligation 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 of the property, to the possible disposal of which the
transactions of guarantee are related, comprises 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 Galitskiy S., the Chief executive officer of OJSC
"Magnit", to sign additional agreements on amendments of guarantee
agreements related to changes of Credit agreements terms (including but
not limited to change of interest rates, Credit currency, term of
credit)".
On the 11.2 agenda item "Approval of the related party transactions":
«for» - 69,752,736 votes, which amounts to 75.4466% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 201,346 votes, which amounts to 0.2178% of the total
votes of the shareholders not interested in execution of the
transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party
transactions and which the Company (hereafter - the Guarantor) plans to
execute in future as security for obligation of JSC "Tander"
(beneficiary) (hereafter - the Borrower) to ROSBANK joint-stock company
(open joint-stock company) (hereafter - the Creditor) under the
agreements of revolving and non-revolving lines of credit (hereafter -
the Credit agreements) with the following essentials:
1. The maximum amount of aggregate debt under the agreement
(agreements) of revolving (non-revolving) lines of credit shall not
exceed 2,000,000,000 (two billion) Russian rubles (inclusive) or the
equivalent amount in US Dollars or Euro at the rate of the Bank of
Russia as of the date of financing provision.
2. The Credit Facility shall be provided in the form of Individual
credits within the credit line for the purpose of financing of current
activities (working capital financing, capital expenditure and other).
3. The term of the agreement (agreements) of revolving (non-revolving)
lines of credit shall not exceed 24 (twenty four) months from the date
of signing the agreement.
Each Individual Credit shall be provided for the period of not more
than 12 (twelve) months (inclusive) from the Date of Provision of an
Individual Credit.
4. For the use of each credit the Borrower shall pay interest to the
Creditor in the amount of one-week or two-weeks or three-weeks or
one-month or 2 months or 3 months or 6 months or 9 months or 12 months
Mosprime interest rate / Fixed interest rate on Russian Rubles or
EURIBOR / Fixed interest rate on Euro or LIBOR rate / US dollar rate;
5. The interest period for Rates on US Dollars, Euro and Russian Rubles
may be equivalent to any calendar period up to 12 (twelve) months under
the agreement between the parties.
6. The interest rate amount shall not exceed 12% (twelve) percent per
annum.
7. The limit price (amount) of the guarantee agreement (agreements):
the total amount of obligation of the Guarantor shall not exceed
2,480,000,000 (two billion four hundred and eighty million) rubles.
8. In case of failure to execute the Claim within 5 (five) bank days
from the date of the acceptance of the Claim the Guarantor shall pay a
penalty to the Creditor in the amount of 3 (three) per cent of the
amount of the corresponding Claim.
Hereby to authorize Galitskiy S., the Chief executive officer of OJSC
"Magnit", to sign additional agreements on amendments of guarantee
agreements related to changes of Credit agreements terms (including but
not limited to change of interest rates, Credit currency, term of
credit)".
On the 11.3 agenda item "Approval of the related party transactions":
«for» - 69,752,439 votes, which amounts to 75.4463% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 201,346 votes, which amounts to 0.2178% of the total
votes of the shareholders not interested in execution of the
transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party
transactions and which the Company (hereafter - the Guarantor) plans to
execute in future as security for obligation of JSC "Tander"
(beneficiary) (hereafter - the Borrower) to open joint-stock company
"Sberbank of Russia" (hereafter - the Creditor) under the agreements of
revolving and non-revolving lines of credit (hereafter - the Credit
agreements) with the following essentials:
1. total credit limit for all Credit agreements, which the Borrower
plans to execute in future, amounts to not more than 15,000,000,000
(fifteen billion) rubles;
2. the credit is provided for the maximum of 5 (five) years;
3. interest rate for the credit use including charges comprises not
more than 12% (Twelve percent) per annum;
4. terms, procedure of granting and repayment of the credit, interest
and other payments are determined by the relevant Credit agreements;
5. obligation of the Creditor is secured in part by means of provision
of the Company's guarantee;
6. total amount of obligation of OJSC "Magnit" out of the provided
security on any day of the period of validity of all the Credit
agreements cannot exceed 15,000,000,000 (fifteen billion) rubles.
The price of the property, to the possible disposal of which the
transactions of guarantee are related, comprises 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 Galitskiy S., the Chief executive officer of OJSC
"Magnit", to sign additional agreements on amendments of guarantee
agreements related to changes of Credit agreements terms (including but
not limited to change of interest rates, Credit currency, term of
credit)".
On the 11.4 agenda item "Approval of the related party transactions":
«for» - 69,752,741 votes, which amounts to 75.4466% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 201,341 votes, which amounts to 0.2178% of the total
votes of the shareholders not interested in execution of the
transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party
transactions and which the Company (hereafter - the Guarantor) plans to
execute in future as security for obligation of JSC "Tander"
(beneficiary) (hereafter - the Borrower) to open joint-stock company
"ALFA BANK" (hereafter - the Creditor) under the agreements of
revolving and non-revolving lines of credit (hereafter - the Credit
agreements) with the following essentials:
1. The Creditor shall provide the funds ("Credits") in Russian rubles
to the Borrower in the form of revolving lines of credit ("Credit
line");
2. within the Credit line the Borrower may receive Credits, under which
the maximum amount of aggregate debt on any day of the period of
validity of the Credit line shall not exceed 5,000,000,000 (five
billion) rubles ("Indebtedness limit");
3. period of validity of the Credit line shall not exceed 36 (thirty
six) months, the Borrower shall repay all received Credits not later
than on the date of expiry of period of the Credit line validity;
4. credits within the period of validity of the Credit line shall be
provided for the maximum 36 (thirty six) months;
5. interest rate shall not exceed 15 (fifteen) percent per annum;
6. penalties - 0.1% (10/100 percent) of the amount of the outstanding
obligation per each day of debt repayment of overdue, but not lower
than the dual refinancing rate of the Central bank of the Russian
Federation as of the date of penalties charging;
7. terms and procedure of granting and repayment of Credit amounts
(including the amount of any remuneration) are determined by the Credit
agreements;
8. maximum price (amount) of the guarantee agreements: The Guarantor is
fully liable to the Creditor for non-fulfillment or improper
fulfillment of obligation 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 of the property, to the possible disposal of which the
transactions of guarantee are related, comprises 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 Galitskiy S., the Chief executive officer of OJSC
"Magnit", to sign additional agreements on amendments of guarantee
agreements related to changes of Credit agreements terms (including but
not limited to change of interest rates, Credit currency, term of
credit)".
On the 11.5 agenda item "Approval of the related party transactions":
«for» - 69,620,521 votes, which amounts to 75.3036% of the total votes
of the shareholders not interested in execution of the transaction by
the company;
«against» - 0 votes, which amounts to 0% of the total votes of the
shareholders not interested in execution of the transaction by the
company;
«abstained» - 201,341 votes, which amounts to 0.2178% of the total
votes of the shareholders not interested in execution of the
transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party
transactions and which the Company (hereafter - the Guarantor) plans to
execute in future as security for obligation of JSC "Tander"
(beneficiary) (hereafter - the Borrower) to Interregional Bank for
Settlements of the Telecommunications and Postal Services (open
joint-stock company) (OJSC AKB "Sviaz-Bank") (hereafter - the Creditor)
under the agreements of revolving and non-revolving lines of credit
(hereinafter - the Credit agreements) with the following essentials:
1. The Creditor shall provide the Borrower with Credit under the Credit
agreements for the purpose of carrying out the current activities with
the total limit not exceeding 3,000,000,000 (three billion) rubles and
the Borrower shall repay the received Credit to the Creditor according
to the procedure, within the time period and under terms specified in
the Credit agreements;
2. the credit is provided for the maximum 38 (thirty eight) months;
3. interest rate for the credit use including charges comprises not
more than 12% (twelve percent) per annum;
4. terms, procedure of granting and repayment of the credit, interest
and other payments are determined by the relevant Credit agreements;
5. obligation of the Creditor is secured in part by means of provision
of the Company's guarantee;
6. total amount of obligation of OJSC "Magnit" out of the provided
security on any day of the period of validity of all the Credit
agreements shall not exceed 4,045,000,000 (four billion forty five
million) rubles.
The price of the property, to the possible disposal of which the
transactions of guarantee are related, comprises 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 Galitskiy S., the Chief executive officer of OJSC
"Magnit", to sign additional agreements on amendments of guarantee
agreements related to changes of Credit agreements terms (including but
not limited to change of interest rates, Credit currency, term of
credit)".
The minutes are executed as of May 24, 2013.
For further information, please contact:
Timothy Post Director, Investor Relations
e-mail: Post@gw.tander.ru
Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10
ext. 7600
Mob.: +7 (961) 511-76-78
Direct line for investors only: +7 (861)
277-45-62
Dina Svishcheva Deputy Director, Investor Relations
e-mail: Chistyak@gw.tander.ru
Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10
ext. 5101
Mob.: +7-961-511-02-02
Direct line for investors only: +7 (861)
277-45-62
Company description:
Magnit is Russia's largest retailer. Founded in 1994 by Sergey
Galitskiy, the company is headquartered in the southern Russian city of
Krasnodar. As of March 31, 2013, Magnit operates 18 distribution
centers and over 7,000 stores (6,209 convenience, 153 hypermarkets, and
713 cosmetics) in more than1,600 cities and towns throughout 7 federal
regions of the Russian Federation.
In accordance with its audited IFRS consolidated financial statements
for year-end 2012, Magnit had revenues of $14.43 billion USD and an
EBITDA of $1.52 billion 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 now Europe's 2nd
largest retailer.
END
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