Press-release
Krasnodar
June 2, 2014
OJSC "Magnit" Announces AGM Results
Krasnodar, June 2, 2014: OJSC "Magnit", Russia's largest food retailer (the
"Company"; MICEX and LSE: MGNT), announces the results of the Annual General
Shareholders Meeting.
Type of the general meeting (annual, extraordinary) - annual general shareholders meeting;
Form of the general meeting - joint presence.
Date, venue and time of the general meeting:
Date of AGM: May 29, 2014.
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.
Time: registration - 10:00 am Moscow time, AGM - 11:00 am Moscow time
Quorum of AGM:
Number of votes of shareholdersincluded into the list of persons entitled to
participate in the general meeting:
on the agenda item № 1 "Approval of the annual report, annual accounting
(financial) reports of OJSC "Magnit". - 94,561,355 votes;
on the agenda item № 2 "Profit (including payment (declaration) of dividends)
and loss allocation of OJSC "Magnit" following 2013 financial year results" -
94,561,355 votes;
on the agenda item № 3 "Election of the Board of directors of OJSC "Magnit" -
94,561,355 votes;
on the agenda item № 4 "Election of the Revision commission of OJSC "Magnit" -
94,561,355 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" in accordance
with the IFRS" - 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 Regulations 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 not interested in execution of
transactions by the company:
on the agenda item № 10.1 "Approval of the major related party transactions" - 91,838,074 votes;
on the agenda item № 10.2 "Approval of the major related party transactions" - 91,838,074 votes;
on the agenda item № 10.3 "Approval of the major related party transactions" - 91,838,074 votes;
on the agenda item № 10.4 "Approval of the major related party transactions" - 91,838,074 votes;
on the agenda item № 11.1 "Approval of the related party transactions" - 91,838,074 votes;
on the agenda item № 11.2 "Approval of the related party transactions" - 91,838,074 votes;
on the agenda item № 11.3 "Approval of the related party transactions" - 91,838,074 votes;
on the agenda item № 11.4 "Approval of the related party transactions" - 91,838,074 votes;
on the agenda item № 11.5 "Approval of the related party transactions" - 91,838,074 votes.
Number of votesof shareholders participated in general meeting:
on the agenda item № 1 "Approval of the annual report, annual accounting
(financial) reports of OJSC "Magnit". - 79,626,427 votes;
on the agenda item № 2 "Profit (including payment (declaration) of dividends)
and loss allocation of OJSC "Magnit" following 2013 financial year results" - 79,626,427 votes;
on the agenda item № 3 "Election of the Board of directors of OJSC "Magnit" - 79,251,476 votes;
554,760,332 - cumulative votes;
on the agenda item № 4 "Election of the Revision commission of OJSC "Magnit" - 42,481,133 votes;
on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 79,623,607 votes;
on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" in accordance
with the IFRS" - 79,260,918 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" - 79,623,607 votes;
on the agenda item № 9 "Ratification of Regulations on the General shareholders
meeting of OJSC "Magnit" in the new edition". - 79,623,607 votes.
Number of votes of shareholders participated in general meeting and not
interested in execution of transactions by the company:
on the agenda item № 10.1 "Approval of the major related party transactions" - 76,568,876 votes;
on the agenda item № 10.2 "Approval of the major related party transactions" - 76,568,876 votes;
on the agenda item № 10.3 "Approval of the major related party transactions" - 76,568,876 votes;
on the agenda item № 10.4 "Approval of the major related party transactions" - 76,568,876 votes;
on the agenda item № 11.1 "Approval of the related party transactions" - 76,568,876 votes;
on the agenda item № 11.2 "Approval of the related party transactions" - 76,568,876 votes;
on the agenda item № 11.3 "Approval of the related party transactions" - 76,568,427 votes;
on the agenda item № 11.4 "Approval of the related party transactions" - 76,568,427 votes;
on the agenda item № 11.5 "Approval of the related party transactions" - 76,568,876 votes.
Quorum is present to adopt the decisions on all the agenda items of the annual
general shareholders meeting of OJSC "Magnit".
Agenda:
1. "Approval of the annual report, annual accounting (financial) reports of
OJSC "Magnit".
2. "Profit (including payment (declaration) of dividends) and loss allocation
of OJSC "Magnit" following 2013 financial year results".
3. "Election of the Board of directors of OJSC "Magnit".
4. "Election of the Revision commission of OJSC "Magnit".
5. "Approval of the auditor of OJSC "Magnit".
6. "Approval of the auditor of OJSC "Magnit" in accordance with the IFRS".
7. "Election of the Counting commission of OJSC "Magnit".
8. "Ratification of the Charter of OJSC "Magnit" in the new edition".
9. "Ratification of Regulations on the General shareholders meeting of OJSC
"Magnit" in the new edition".
10. "Approval of the major related party transactions"
11. "Approval of the related party transactions".
Voting results:
On the 1st agenda item" Approval of the annual report, annual accounting
(financial) reports of OJSC "Magnit":
«for» - 75,746,379 votes, which amounts to 95.1272% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 26,338 votes, which amounts to 0.0331% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 15,432 votes, which amounts to 0.0194% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To approve the annual report of OJSC "Magnit" for 2013 and annual accounting
(financial) reports of OJSC "Magnit" for 2013".
On the 2ndagenda item "Profit (including payment (declaration) of dividend) and
loss allocation of OJSC "Magnit" following 2013 financial year results":
«for» - 76,151,950 votes, which amounts to 95.6365% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 172 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;
«abstained» - 1,546 votes, which amounts to 0.0019% 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 according to 2013
financial year results:
1. To pay dividends on ordinary registered shares of OJSC "Magnit" in the
amount of 8,430,144,798.25 rubles (Eight billion four hundred and thirty
million one hundred and forty four thousand seven hundred and ninety eight
rubles twenty five kopeks), which amounts to 89.15 rubles (Eighty nine
rubles fifteen kopeks) per one ordinary share.
1. To pay dividends as follows:
a. To pay dividends in accordance with the procedure and within the time limit
established by the legislation of the Russian Federation.
b. Payment of dividends shall be made in 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 (in case of changes) their personal details and other
information relevant to the dividend payment in the register of
shareholders of OJSC "Magnit" or in the relevant depositary.
d. To determine the following date as of which the shareholders are entitled
to receive dividends: June 13, 2014.
2) To pay the following remuneration to the members of the Board of Directors:
* remuneration for participation in the Board in the amount determined by the
Regulations on the Board of directors of OJSC "Magnit".
Not to pay the year-end remuneration.
3) Not to pay remuneration to the members of the Revision Commission of the
Company;
4) Not to pay year-end remuneration to the members of the Management Board of
the Company;
5) To direct the unallocated net profit at the development of the Company".
On the 3rdagenda item "Election of the Board of directors of OJSC "Magnit":
«for» - 535,567,340 votes, which amounts to 96.5403% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 1,509,627 votes, which amounts to 0.2721% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 51,249 votes, which amounts to 0.0092% 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 - 52,333,101 votes;
Sergey Galitskiy - 58,165,374 votes;
Alexander Zayonts - 174,160,829 votes;
Alexey Makhnev - 63,596,254 votes;
Khachatur Pombukhchan - 65,936,597 votes;
Alexey Pshenichniy - 58,179,234 votes;
Aslan Shkhachemukov - 52,226,471 votes.
Adopted decision:
"To elect the following seven candidates to the Board of directors of OJSC
"Magnit":
Andrey Arutyunyan;
Alexander Zayonts;
Sergey Galitskiy;
Alexey Makhnev;
Khachatur Pombukhchan;
Alexey Pshenichniy;
Aslan Shkhachemukov".
On the 4thagenda item "Election of the Revisioncommission of OJSC "Magnit":
«for» - 38,687,795 votes, which amounts to 91.0705% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 291,336 votes, which amounts to 0.6858% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 29,243 votes, which amounts to 0.0688% 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 three candidates to the Revision commission of OJSC
"Magnit":
Roman Efimenko;
Angela Udovichenko;
Denis Fedotov".
On the 5thagenda item "Approval of the auditor of OJSC "Magnit"
«for» - 74,948,230 votes, which amounts to 94.5589% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 271,266 votes, which amounts to 0.3422% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 568,663 votes, which amounts to 0.7175% 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, Russian Federation, as the auditor of OJSC "Magnit" in
accordance with the Russian accounting standards".
On the 6thagenda item "Approval of the auditor of OJSC "Magnit" in accordance
with the IFRS":
«for» - 74,948,349 votes, which amounts to 94.5590% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 271,266 votes, which amounts to 0.3422% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 568,544 votes, which amounts to 0.7173% 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 (Taxpayer Id. Number
7709383532), legal address: bld.1, 77 Sadovnicheskaya embankment, Moscow,
Russian Federation, as the auditor of OJSC "Magnit" in accordance with the
IFRS".
On the 7thagenda item "Election of the Counting commission":
«for» - 75,696,350 votes, which amounts to 95.0677% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 172 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;
«abstained» - 91,637 votes, which amounts to 0.1151% 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), 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» - 74,313,548 votes, which amounts to 93.3310% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 344,319 votes, which amounts to 0.4324% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 1,492,981 votes, which amounts to 1.8750% 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 "Ratification of the Regulations on the General
shareholders meeting of OJSC "Magnit"in the new edition":
«for» - 74,313,556 votes, which amounts to 93.3311% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 344,319 votes, which amounts to 0.4324% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 1,492,973 votes, which amounts to 1.8750% of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To ratify the Regulations on the General shareholder meeting of OJSC "Magnit"
in the new edition".
On the 10.1agenda item "Approval of the major related party transactions":
«for» - 72,097,278 votes, which amounts to 78.5048% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 697,916 votes, which amounts to 0.7599% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 297,234 votes, which amounts to 0.3237% 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 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
40,000,000,000 (Forty 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 (estimated money value) 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 the Company's assets determined on the basis of the accounting statements as
at the latest accounting date, but shall not exceed 50 (Fifty) percent of the
book value of the Company's assets determined on the basis of the accounting
statements as at the latest accounting date".
On the 10.2 agenda item "Approval of the major related party transactions":
«for» - 72,097,100 votes, which amounts to 78.5046% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 698,094 votes, which amounts to 0.7601% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 297,234 votes, which amounts to 0.3237% 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 agreements which are major related party transactions
and which the Company (hereafter - the Guarantor) plans to execute in future as
security for obligations of JSC "Tander" (beneficiary) (hereafter - the
Borrower) to Open Joint-Stock Company "Sberbank of Russia" (OJSC "Sberbank of
Russia") (hereafter - the Creditor) under the agreements on 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 25,000,000,000 (Twenty five
billion) rubles;
2. the credit is provided for the maximum of 3 (Three) years;
3. interest rate for the credit use including bank charges shall be not more
than 12% (Twelve percent) per annum;
4. terms, procedure of granting and repayment of the credit amounts, 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 the
obligations by the Borrower under the Credit Agreements, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit Agreements.
The price (estimated money value) of the Company's property that may be
directly or indirectly disposed by the Company under the guarantee agreements
may amount to 25 (Twenty five) percent or more of the book value of the
Company's assets determined on the basis of the accounting statements as at the
latest accounting date, but shall not exceed 50 (Fifty) percent of the book
value of the Company's assets determined on the basis of the accounting
statements as at the latest accounting date".
On the 10.3 agenda item "Approval of the major related party transactions":
«for» - 72,097,014 votes, which amounts to 78.5045% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 698,194 votes, which amounts to 0.7602% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 300,909 votes, which amounts to 0.3277% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To approve conclusion of the guarantee agreements by the Company (hereafter -
the Guarantor) with Open Joint-Stock Company "ALFA BANK" (hereafter - the
Creditor):
- as securing of performance by JSC "Tander" (hereafter - the Borrower) of its
obligations under credit agreements for opening of revolving lines of credit in
Russian rubles (hereafter - the Credit Agreements) concluded on the following
terms and conditions:
1. the Creditor shall provide the Borrower with funds in Russian rubles
(hereafter - the Credits) in the form of revolving lines of credit (hereafter -
the Credit lines);
2. within the Credit lines the Borrower may receive Credits, under which the
maximum amount of aggregate debt on any day of the validity period of the
Credit lines shall not exceed 14,000,000,000 (Fourteen billion) rubles
("Indebtedness limit");
3. the validity period of each Credit line shall not exceed 51 (Fifty one)
months, the Borrower shall repay all received Credits not later than on the
expiration date of the corresponding Credit line;
4. credits within the validity period of each Credit line shall be provided for
the maximum of 36 (Thirty six) months;
5. interest rate shall not exceed 15 (Fifteen) percent per annum;
6. terms and procedure of granting and repayment of credit amounts (including
the amount of any remuneration paid by the Borrower to the Creditor) are
determined by the Credit Agreements;
7. maximum price (amount) of the guarantee agreements: The Guarantor is fully
liable to the Creditor for non-fulfillment or improper fulfillment of the
obligations by the Borrower under the Credit Agreements, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit Agreements;
- and as securing of performance by the Borrower of its obligations in case of
invalidity of the Credit Agreements, established by the final judgment, to
return the funds received by the Borrower to the Creditor and to pay the
interest for the use of funds charged on the amount of the Borrower's
unreasonable gain.
The price (estimated money value) of the Company's property that may be
directly or indirectly disposed by the Company under the guarantee agreements
may amount to 25 (Twenty five) percent or more of the book value of the
Company's assets determined on the basis of the accounting statements as at the
latest accounting date, but shall not exceed 50 (Fifty) percent of the book
value of the Company's assets determined on the basis of the accounting
statements as at the latest accounting date".
On the 10.4agenda item "Approval of the major related party transactions":
«for» - 72,097,123 votes, which amounts to 78.5046% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 698,085 votes, which amounts to 0.7601% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 300,909 votes, which amounts to 0.3277% 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 agreements which are major related party transactions
and which the Company (hereafter - the Guarantor) plans to execute in future as
security for obligations of JSC "Tander" (beneficiary) (hereafter - the
Borrower) to Open Joint-Stock Company "Bank of Moscow" (hereafter - the
Creditor) under the Credit Agreement no. 29-261/15/2651-10-KP dd. 30.09.2010
(hereafter - the Credit Agreement) with the following essentials:
1. total credit limit under the Credit Agreement amounts to not more than
16,000,000,000 (Sixteen billion) rubles;
2. the credit is provided for the maximum of 6 (Six) years;
3. interest rate for the credit use including bank charges shall be not more
than 14% (Fourteen percent) per annum;
4. terms, procedure of granting and repayment of the credit amounts, interest
and other payments are determined by the relevant credit transactions, entered
into on the basis of the Credit Agreement;
5. maximum price (amount) of the guarantee agreements: The Guarantor is fully
liable to the Creditor for non-fulfillment or improper fulfillment of the
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 price (estimated money value) of the Company's property that may be
directly or indirectly disposed by the Company under the guarantee agreements
may amount to 25 (Twenty five) percent or more of the book value of the
Company's assets determined on the basis of the accounting statements as at the
latest accounting date, but shall not exceed 50 (Fifty) percent of the book
value of the Company's assets determined on the basis of the accounting
statements as at the latest accounting date."
On the 11.1 agenda item "Approval of the related party transactions":
«for» - 72,786,135 votes, which amounts to 79.2549% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 9,072 votes, which amounts to 0.0099% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 300,910 votes, which amounts to 0.3277% 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 agreements which are related party transactions and
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 and non-revolving
lines of credit (hereafter - the Credit Agreements) with the following
essentials:
1. the maximum amount of aggregate debt under the Credit Agreements shall not
exceed 4,000,000,000 (Four billion) Russian rubles 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 shall be provided in the form of individual credits within the
Credit Agreements for the purpose of working capital financing and/or financing
of current activities;
3. the term of the Credit Agreements shall not exceed 13 (Thirteen) months from
the date of signing of each Agreement;
Each individual credit shall be provided for the period of not more than 13
(Thirteen) months (inclusive) from the provision date of an individual credit;
4. for the use of each credit the Borrower shall pay interest to the Creditor
in the amount of 1 (one)-week or 2 (two)-weeks or 3 (three)-weeks or 1 (one)
-month or 2 (two)-months or 3 (three)-months or 6 (six)-months or 9 (nine)
-months or 12 (twelve)-months Mosprime interest rate / Fixed interest rate on
Russian Rubles or EURIBOR / Fixed interest rate on Euro or LIBOR rate / Fixed
interest rate on US dollars;
5. the interest period for rates on US Dollars, Euro and Russian Rubles may be
equivalent to any calendar period up to 13 (Thirteen) months (inclusive) under
the agreement between the parties;
The interest rate amount shall not exceed 12% (Twelve) percent per annum;
6. the Creditor's obligations shall be secured partially through provision of
the Company's guarantee;
7. maximum price (amount) of the guarantee agreements: the total amount of the
Guarantor's obligations shall not exceed 4,520,000,000 (Four billion five
hundred and twenty million) rubles; in case of the Guarantor's failure to
execute the claim within 5 (Five) bank days from the date of the claim
acceptance the Guarantor shall pay a penalty to the Creditor in the amount of 3
(Three) percent of the corresponding claim amount.
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 accounting
statements as at the latest accounting 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 Agreement 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» - 72,786,020 votes, which amounts to 79.2547% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 9,181 votes, which amounts to 0.0100% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 300,916 votes, which amounts to 0.3277% 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 agreements, which are related party transactions and
which the Company (hereafter - the Guarantor) plans to execute in future as
security for the obligations of JSC "Tander" (beneficiary) (hereafter - the
Borrower) to Joint-Stock Commercial Bank "Absolut Bank" (Open Joint-Stock
Company) (hereafter - the Creditor) under the Agreement no.133-ВКЛ/КРД-13 dd.
23.10.2013 on "Revolving Line of Credit" credit arrangement (hereafter - the
Credit Agreement) on the basis of the following essentials:
1. the Creditor shall provide the Borrower with credit based on the Credit
Agreement for financing of current activities and/or expansion of the retail
network, including purchase of movable and real property, intangible assets,
and/or for financing of expenditures for capital repairs, technical
re-equipment (modernization), with the total limit of not more than
3,200,000,000 (Three billion two hundred million) rubles, and the Borrower
shall pay the received credit back to the Creditor in accordance with the terms
and conditions of the Credit Agreement;
2. the credit shall be provided for the period of up to 12 (Twelve) months;
3. interest rate for the credit use including bank charges amounts to not more
than 22% (Twenty two percent) per annum;
4. conditions and procedure of granting and repayment of the credit amounts,
interest and other payments shall be determined by the Credit Agreement;
5. the Creditor's obligations shall be secured partially through provision of
the Company's guarantee;
6. the aggregate amount of the Guarantor's obligations from the provided
security on any day of the validity of the Credit Agreement cannot exceed
4,000,000,000 (Four billion) 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 accounting
statements as at the latest accounting 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 Agreement 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» - 72,833,678 votes, which amounts to 79.3066% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 9,187 votes, which amounts to 0.0100% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 252,789 votes, which amounts to 0.2753% 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 agreements, which are related party transactions and
which the Company (hereafter - the Guarantor) plans to execute in future as
security for the obligations of JSC "Tander" (beneficiary) (hereafter - the
Borrower) to Joint-Stock Commercial Bank "Absolut Bank" (Open Joint-Stock
Company) (hereafter - the Creditor) under the agreements on revolving and
non-revolving lines of credit (hereafter - the Credit Agreements) on the basis
of the following essentials:
1. the Creditor shall provide the Borrower with credit based on the Credit
Agreements for financing of current activities and/or expansion of the retail
network, including purchase of movable and real property, intangible assets,
and/or for financing of expenditures for capital repairs, technical
re-equipment (modernization), with the total limit of not more than
3,200,000,000 (Three billion two hundred million) rubles, and the Borrower
shall pay the received credit back to the Creditor in accordance with the terms
and conditions of the Credit Agreements;
2. the credit shall be provided for the period of up to 12 (Twelve) months;
3. interest rate for the credit use including bank charges amounts to not more
than 22% (Twenty two percent) per annum;
4. conditions and procedure of granting and repayment of the credit amounts,
interest and other payments shall be determined by the corresponding Credit
Agreements;
5. the Creditor's obligations shall be secured partially through provision of
the Company's guarantee;
6. the aggregate amount of the Guarantor's obligations from the provided
security on any day of the validity of the Credit Agreements cannot exceed
4,000,000,000 (Four billion) 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 accounting
statements as at the latest accounting 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» - 72,833,825 votes, which amounts to 79.3068% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 9,046 votes, which amounts to 0.0098% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 252,783 votes, which amounts to 0.2752% 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 agreements, which are related party transactions and
which the Company (hereafter - the Guarantor) plans to execute in future as
security for the obligations of JSC "Tander" (beneficiary) (hereafter - the
Borrower) to Open Joint-Stock Company "Russian Agricultural Bank" (hereafter -
the Creditor) under the agreements on revolving and non-revolving lines of
credit (hereafter - the Credit Agreements) on the basis of the following
essentials:
1. the Creditor shall provide the Borrower with credit based on the Credit
Agreements for the purpose of working capital financing, with the total limit
of not more than 5,000,000,000 (Five billion) rubles, and the Borrower shall
pay the received credit back to the Creditor in accordance with the terms and
conditions of the Credit Agreements;
2. the credit shall be provided for the period of up to 12 (Twelve) months;
3. interest rate for the credit use including bank charges amounts to not more
than 10% (Ten percent) per annum;
4. conditions and procedure of granting and repayment of the credit amounts,
interest and other payments shall be determined by the corresponding Credit
Agreements;
6. the aggregate amount of the Guarantor's obligations cannot exceed the whole
scope of obligations of the Borrower to the Creditor, including the 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, 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 accounting
statements as at the latest accounting 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 Agreement 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» - 72,834,264 votes, which amounts to 79.3073% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 9,056 votes, which amounts to 0.0099% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 252,797 votes, which amounts to 0.2753% 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 agreements, which are related party transactions and
which the Company (hereafter - the Guarantor) plans to execute in future as
security for the obligations of JSC "Tander" (beneficiary) (hereafter - the
Borrower) to VTB Bank (Open Joint-Stock Company) (hereafter - the Creditor)
under the agreements on revolving and non-revolving lines of credit (hereafter
- the Credit Agreements) on the basis of the following essentials:
1. the Creditor shall provide the Borrower with credit based on the Credit
Agreements for the purpose of working capital financing, with the total limit
of not more than 10,000,000,000 (Ten billion) rubles, and the Borrower shall
pay the received credit back to the Creditor in accordance with the terms and
conditions of the Credit Agreements;
2. the credit shall be provided for the period of up to 5 (Five) years;
3. interest rate for the credit use including bank charges amounts to not more
than 12% (Twelve percent) per annum;
4. conditions and procedure of granting and repayment of the credit amounts
(including the amount of any remuneration paid by the Borrower to the
Creditor), interest and other payments shall be determined by the corresponding
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 the
obligations by the Borrower under the Credit Agreements, including the
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, 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 accounting
statements as at the latest accounting 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 Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit)".
The minutes №w/n are executed as of May 30, 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 March 31, 2014,
Magnit operated 23 distribution centers and over 8,200 stores (7,341
convenience, 215 hypermarkets, and 700 cosmetics) in more than 1,905 cities and
towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS consolidated financial statements for 2013,
Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 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.