21st Jan 2011 13:29
Press-release
Krasnodar
January 21, 2011
OJSC "Magnit" announces EGM results
Krasnodar, January 21, 2011: OJSC "Magnit" (the "Company"; RTS, MICEX and LSE: MGNT) announces the results of the extraordinary general shareholders' meeting.
Type of the general meeting (annual, extraordinary) - extraordinary general shareholders' meeting;
Form of the general meeting - joint presence of shareholders to discuss the agenda items and make decisions on the voting issues with preliminary submission (delivery) of voting bulletins prior to the holding of the general shareholders' meeting;
Date and venue of the general meeting:
Date of the extraordinary general shareholders' meeting: January 20, 2011.
Venue: conference room, 3rd floor, 15/5 Solnechnaya st., Krasnodar, Russia.
Completed bulletins were sent to the postal address: 15/5 Solnechnaya st., Krasnodar, Russia, 350072.
Quorum of the general meeting:
Number of votes of participants included in the list of persons entitled to participate in the general meeting:
Item № 1 "Approval of IFRS auditor of OJSC "Magnit" - 88,975,073 votes.
Number of votes of participants included in the list of persons entitled to participate in the general meeting and having no interest in the transactions to be approved by the company:
Item № 2 "Approval of related party transaction" - 88,843,312 votes.
Number of votes of shareholders participated in the general meeting and entitled to vote on the agenda items with specification whether there was a quorum for each item:
Item № 1: "Approval of IFRS auditor of OJSC "Magnit" - 83,136,242 votes, quorum is present;
Item № 2 "Approval of related party transaction" - 83,004,481 votes, quorum is present.
Quorum is present to make the decisions on all the agenda items of the extraordinary general shareholders' meeting of OJSC "Magnit".
Voting results:
Item № 1: "Approval of IFRS auditor of OJSC "Magnit":
Votes cast is as follows:
- Ernst&Young Limited Liability Company
«for» - 50,231,692 votes which amounts to 60.4209% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 18,346,176 votes which amounts to 22.0676% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 4,571,510 votes which amounts 5.4988% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
- ZAO "Deloitte & Touche CIS":
«for» - 23,266,964 votes which amounts to 27.9865% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 49,567,206 votes which amounts to 59.6217% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 315,208 votes which amounts to 0.3791% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 2: "Approval of related party transaction".
Votes cast is as follows:
«for» - 53,320,592 votes which amounts to 60.0164% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 15,632,187 votes which amounts to 17.5952% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 4,112,989 votes which amounts to 4.6295% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Decisions made by the general meeting
Decision on the agenda item № 1:
"For the purposes of auditing of OJSC "Magnit" and its subsidiaries (the Group) consolidated financial statement over the year 2010 according to international financial reporting standards (IFRS) to approve as the auditor:
- Ernst&Young Limited Liability Company, registered address: 77 Sadovnicheskaya naberezhnaya, building 1, Moscow, 115035, Russian Federation".
Decision on the agenda item № 2:
"To approve related-party contract of guarantee planned for signing by the Company in future as a security for the performance of CJSC "Tander" obligations (hereinafter - the Borrower) to the Open joint-stock company "ALFA-BANK" (hereinafter - the Lender) under the Credit Agreement in Russian rubles № 00GA3L of November 08, 2010 (hereinafter - the Agreement) with the following essentials:
under the Agreement the Borrower is entitled to get credits,the non-recurrent indebtedness on any day of the Agreement shall not exceed 3,500,000,000 (three billion five hundred million) Russian rubles (limit of the indebtedness);
the Borrower is entitled to get credits under additional Agreements to the Agreement within the term expiring on November 15, 2013, the last term day inclusively;
credits maturity date: not later November 15, 2013;
credits under the Agreement shall be provided for the term not exceeding 36 (thirty six) months;
the credit interest rate shall not exceed 15% (fifteen per cent) per year;
penalties: 0.2% per day of the amount of the outstanding obligation for each day of delay, but not less than double refinancing rate of Central bank of RF effective as of the day of the penalty accrual;
The limit (amount) of contract of guarantee: The Guarantor shall be responsible in full to the Lender in case of default in or improper performance of the Borrower's obligations under the Agreement, including the main debt, interests, penalties and losses incurred by the Lender as the result of default in or improper performance of the Agreement.
The price of the property with the possible disposal of which the contract of guarantee is related, amounts to 2% but not more than 25% of the balance sheet assets of the Company determined on the basis of the accounting statement for the last accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments to the contract of guarantee in connection with amendments to the Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit)".
The minutes were executed as of January 21, 2011.
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" 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 December 31, 2010 the chain consisted of 4,002 convenience stores, 51 hypermarkets and 2 cosmetics stores (drogerie) in 1,216 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 December 31, 2010 the Company operated an in-house logistics system consisting of 11 distribution centers, employing automated stock replenishment systems and a fleet of 2,642 vehicles.
In accordance with the unaudited IFRS consolidated financial statements for 1H 2010, the Company recorded consolidated revenue of approximately US$3,448 million and consolidated EBITDA of around US$252 million
Related Shares:
MGNT.L