13th Jun 2012 13:35
Press-release
Krasnodar
June 13, 2012
OJSC "Magnit" announces the results of the BOD meeting
Krasnodar, June 13, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on June 13, 2012.
Dear Ladies and Gentlemen!
We would like to inform you that today the BOD meeting was held (minutes of BOD of OJSC "Magnit" are w/o No. of June 13, 2012).
The meeting agenda:
1. Election of the Chairman of the Board of directors of OJSC "Magnit".
2. Election of the Deputy Chairman of the Board of directors of OJSC "Magnit".
3. Election of the Secretary of the Board of directors of OJSC "Magnit".
4. Election of members of the audit committee of the Board of directors of OJSC "Magnit".
5. Election of the Chairman of the audit committee of the Board of directors of OJSC "Magnit".
6. Election of members of the HR and remuneration committee of the Board of directors of OJSC "Magnit".
7. Election of the Chairman of the HR and remuneration committee of the Board of directors of OJSC "Magnit".
8.1. Election of the Management board of OJSC "Magnit".
8.2. Appointment of the Deputy Chairman of the Management board of OJSC "Magnit".
8.3. Ratification of the employment agreement with the collegial executive body (Management Board) member of OJSC "Magnit".
9. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on shares in the charter capital of JSC "Tander" owned by the Company.
10. Approval of the related party transactions.
The following BOD members were present: V. Butenko, S. Galitskiy, K. Pombukhchan, A. Shkhachemukov.
A. Arutyunyan, A. Zayonts and A. Makhnev provided their written opinions on the items of the agenda of the BOD meeting of OJSC "Magnit".
The number of the BOD members participated in the meeting, including written opinions of A. Arutyunyan, A. Zayonts and A. Makhnev, amounts to not less than half of the number of the BOD members determined by the Charter of the Company.
Quorum to hold the BOD meeting with this agenda is present.
Content of the decisions and voting results:
On the item 1 of the agenda:
"To elect Khachatur Pombukhchan as a Chairman of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 2 of the agenda:
"To elect Valery Butenko as a Deputy Chairman of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 3 of the agenda:
"To elect Andrey Arutyunyan as a Secretary of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 4 of the agenda:
"To elect Alexander Zayonts, Aleksey Makhnev and Aslan Shkhachemukov as members of the audit committee of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 5 of the agenda:
"To elect Alexander Zayonts as a Chairman of the audit committee of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 6 of the agenda:
"To elect Alexey Makhnev, Valery Butenko and Alexander Zayonts as members of the HR and remuneration committee of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 7 of the agenda:
"To elect Alexey Makhnev as a Chairman of the HR and remuneration committee of the Board of directors of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 8.1 of the agenda:
"To elect the following members to the Management Board of OJSC "Magnit":
- Alexander Barsukov (equity share of this member in the charter capital of the issuer amounts to 0.0015% and the share of the ordinary shares of the issuer - joint-stock company, owned by this member amounts to 0.015%);
- Sergey Galitskiy (equity share of this member in the charter capital of the issuer amounts to 38.67% and the share of the ordinary shares of the issuer - joint-stock company, owned by this member amounts to 38.67%);
- Lubov Shaguch (equity share of this member in the charter capital of the issuer amounts to 0.001% and the share of the ordinary shares of the issuer - joint-stock company, owned by this member amounts to 0.001%);
- Nikita Churikov (equity share of this member in the charter capital of the issuer amounts to 0% and the share of ordinary shares of the issuer - joint-stock company, owned by this member amounts to 0%)"
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 8.2 of the agenda:
"To elect Alexander Barsukov as a Deputy Chairman of the Management board of OJSC "Magnit""
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 8.3 of the agenda:
"To approve the employment agreement with the member of the collective executive body (Management Board) of OJSC "Magnit" due to formation of the Management Board"
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 9.1 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" who is the sole shareholder of JSC "Tander" should make the following decision at the exercise of the voting right on the shares of JSC "Tander" owned by the Company:
"To pay dividends according to the results of the first quarter of 2012 financial year on the ordinary registered shares of JSC "Tander" in the amount of 1,900,000,000 rubles which amounts to 0.19 rubles per each ordinary share by means of funds transfer to the settlement account of the relevant shareholder within 60 days from the date of the decision to pay dividends".
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 9.2 of the agenda:
"To recommend that the sole executive body of OJSC "Magnit" who is the sole shareholder of JSC "Tander" should make the following decision at the exercise of the voting right on the shares of JSC "Tander" owned by the Company:
"Reappoint Vladimir Gordeychuk the general director of the joint-stock company "Tander" (information is provided in accordance with the requirements of the Federal law "On personal data") for the new term - 3 (three) years starting from 30.06.2012. To authorize Sergey Galitsky, a representative of OJSC "Magnit" which is the sole shareholder of JSC "Tander", to sign on behalf of JSC "Tander" the agreement on the prolongation of the employment agreement of June 28, 2006 with the sole executive body (general director) of JSC "Tander"".
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
On the item 10.1 of the agenda:
"To approve the transaction which the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• Subject of the transaction: the Lessor shall provide the following to the Lessee for a fee for temporary possession and use:
- real property: non-residential two-storeyed building (store) with the total space of 1,114.3 (one thousand one hundred and fourteen point three) sq. m, registration № 7382, 16-16-01/300/2009-060, cadastral (or identification) number 16:50:090419:1006, letter A, located at the address: 11 Frunze street, Kazan, Republic of Tatarstan, Russian Federation;
- power receivers: three-phase energy accounting meter set in the distribution device 0.4 kv of the transforming substation №1757, cable line 0.4 kv made of the AABL cable with a section of 4x185 and 50 m long, laid from the accounting meter to the cable box on the building and cable line 0.4 kv made of the AVVG cable with a section of 4x70 and 25 m long, laid from the cable box to the VA-125a circuit breaker of the input distribution device of the non-residential premises at 11 Frunze street, internal electrical equipment;
• Lease fee: 782,040 (seven hundred and eighty two thousand forty) rubles 00 kopecks per month, incl. VAT;
• Lease period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period".
Votes cast is as follows:
A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov - "for".
The decision is made.
On the item 10.2 of the agenda:
"To approve the transaction which the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• Subject of the transaction: the Lessor shall provide the following to the Lessee for a fee for temporary possession and use:
- real property: non-residential premises №№ 1-15, 28-33, with the total space of 441.2 sq. m, located on the 1st floor of the building of letter A, cadastral (or identification) number 61:55:00 25:0:8339/A:1/21952; located at the following address: 2 Privokzalnaya street / 1 Berdichevskogo street, Novocherkassk, Rostov region, Russia.
- power receivers: cable line 0.4 kv laid from the distribution device 0.4 kv of the transforming substation №437 to the input distribution device of the non-residential premises at 2 Privokzalnaya street/ 1 Berdichevskogo street, input distribution device of the premises, internal electrical equipment;
• Lease fee: 240,000 (two hundred and forty thousand) rubles 00 kopecks per month including VAT;
• Lease period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period".
Votes cast is as follows:
A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov - "for".
The decision is made.
On the item 10.3 of the agenda:
"To approve the transaction which the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• Subject of the transaction: The Lessor shall provide the following to the Lessee for a fee for temporary possession and use:
- real property: premises, non-residential, with the total space of 756.2 sq. m, registration number 63:250:002:000170020:А:21000, located on the underground floor and on the 1st floor of the building, letter A, at the following address: 18 Stroiteley prospect, Engels, Saratov region, the Russian Federation..
- power receivers: cable line 0.4 kv made of the AVVG cable with a section of 4x70 and 120 m long, laid from the distribution device 0.4 kv of the transforming substation №321 to the input distribution device of the non-residential premises at 18 Stroiteley prospect, input distribution device of the premises, internal electrical equipment;
• Lease fee: 491,000 (four hundred and ninety one thousand) rubles 00 kopecks per month including VAT;
• Lease period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period".
Votes cast is as follows:
A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov - "for".
The decision is made.
For further information, please contact:
Oleg Goncharov | Director, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100 Mob.: +7 (903) 411-40-35 Direct line for investors only: +7 (861) 277-45-62 |
Dina Svishcheva | Manager, Investor Relations e-mail: [email protected] 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:
Based in Krasnodar, in the Southern region of Russia, Open Joint Stock Company "Magnit" (LSE and MICEX: MGNT, S&P: "BB-") is the holding company for a group of entities that operate in the retail trade under the "Magnit" brand. The chain of "Magnit" stores is one of the leading food retail networks in Russia. As of March 31, 2012 the chain consisted of 5,104 convenience stores, 91 hypermarkets, 5 "Magnit Family" stores and 266 cosmetics stores (drogerie) in 1,424 locations in the Russian Federation.
Approximately two-thirds of the Company's stores are located in cities with a population of less than 500,000 inhabitants. Most of its stores are located in the Southern, North-Caucasian, Central and Volga regions. The Company also operates stores in the North-Western, Urals and Siberian regions.
As of March 31, 2012 the Company operated an in-house logistics system consisting of 15 distribution centers, employing automated stock replenishment systems and a fleet of 3,922 vehicles.
In accordance with the audited IFRS consolidated financial statements for 2011, the Company recorded consolidated revenue of approximately US$ 11,423 million and consolidated EBITDA of around US$ 939 million.
Related Shares:
MGNT.L