20th May 2011 07:00
Press-release
Krasnodar
May 20, 2011
OJSC "Magnit" announces EGM results
Krasnodar, May 20, 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 general shareholders' meeting;
Date and venue of the general meeting:
Date of the extraordinary general shareholders' meeting: May 19, 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 and having no interest in the transactions to be executed by the company:
Item № 1.1.: "Approval of related party transactions" - 88,323,532 votes.
Item № 1.2.: "Approval of related party transactions" - 88,323,532 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 № 1.1.: "Approval of related party transactions" - 74,787,350 votes, quorum is present;
Item № 1.2.: "Approval of related party transactions" - 74,787,350 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 № 1.1.: "Approval of related party transactions":
Votes cast is as follows:
«for» - 60,311,292 votes which amounts to 68.2845% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,491,983 votes which amounts to 1.6892% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 493,924 votes which amounts 0.5592% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 1.2.: "Approval of related party transactions":
Votes cast is as follows:
«for» - 60,311,165 votes which amounts to 68.2845% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,491,983 votes which amounts to 1.6892%of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 494,051 votes which amounts 0.5594% 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 № 1.1.:
"To approve related party loan contract with JSC "Tander" (hereinafter - the Borrower), planned for signing in future (hereinafter - the Contract) with the following essentials:
parties of the transaction (transactions): the Lender - OJSC "Magnit", the Borrower - JSC "Tander";
subject of the transaction (transactions): loan of funds;
limit of the transaction (transactions): up to 5,000,000,000 (five billion) rubles;
loan interest rate: does not exceed 9% (nine per cent) per annum;
loan maturity date: up to 3 (three) years from the time of execution of transaction (term of loan and interests repayment)).
The price of the property to the possible disposal of which the loan contract is related amounts to 2%, but not more than 25% of the balance sheet assets of the Company determined on the basis of accounting statements for the latest accounting period".
Decision on the agenda item № 1.2.:
"To approve contract of guarantee planned for signing in future for the purposes to secure the obligations of JSC "Tander" (hereinafter - the Borrower) to the Commercial joint-stock bank "Banque Societe Generale Vostok" (close joint-stock company) (hereinafter - the Lender) under the Agreement of revolving credit facility (hereinafter - the Agreement) which is a related party transaction with the following essentials:
Subject of the Agreement: the maximum limit of non-recurrent indebtedness under the Agreement (limit of facility) shall not exceed 2,000,000,000 (two billion) Russian rubles (inclusive) or the equivalent amount in US dollars or Euro subject to the rate of Bank of Russia as on the date of finance provision.
The credit facility shall be provided in the form of Individual Credits within the facility amount.
Term of agreement shall not exceed 24 (twenty four) months from the date of the Agreement execution.
Each Individual Credit shall be provided for the term of up to 24 (twenty four) months from the date of provision of an Individual credit, which shall be the Bank day.
Interest rate for each Individual Credit shall be paid by the Borrower in the amount of MOSIBOR rate multiplied by Bank margin or BSGV rate on rubles multiplied by Bank margin. The interest rate (including Bank margin) shall not exceed 12% (twelve per cent) per annum.
The period for which the interest rate for each Individual Credit is determined: 2 (two) weeks or 1 (one) or 2 (two) or 3 (three) or 6 (six) or 9 (nine) or 12 (twelve) months.
The non-recurring fee for credit provision: shall not exceed 1 (one) per cent of the amount of the Individual Credit. At that the total amount of fees paid under the Agreement (-s) shall not exceed 20,000,000 (twenty million) rubles.
Penalty: double refinancing rate of Central Bank of Russian Federation effective as of the corresponding period for each day of payment delay.
The limit of guarantee agreement: The Guarantor shall absolutely, irrevocably and jointly bear responsibility 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 to the possible disposal of which the transaction on provision 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 accounting statements for the latest accounting period.
Hereby to authorize Sergey Galitsky, the Chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of the terms of the contract of guarantee in connection with the amendments to the Agreement on revolving credit facility (including, but not limited to, change of interest rates, Credit currency, Credit term)".
The minutes were executed of May 19, 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 March 31, 2011 the chain consisted of 4,128 convenience stores, 57 hypermarkets and 4 cosmetics stores (drogerie) in 1,239 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, 2011 the Company operated an in-house logistics system consisting of 11 distribution centers, employing automated stock replenishment systems and a fleet of 2,997 vehicles.
In accordance with the audited IFRS consolidated financial statements for the twelve months ended December 31, 2010, the Company recorded consolidated revenue of approximately US$7,777 million and consolidated EBITDA of around US$632 million.
Related Shares:
MGNT.L