EGM Results

Press-release Krasnodar September 26, 2014 OJSC "Magnit" Announces EGM Results Krasnodar, September 26, 2014: OJSC "Magnit", Russia's largest food retailer(the "Company"; MICEX and LSE: MGNT), announces the results of theExtraordinary General Shareholders Meeting. Type of the general meeting (annual, extraordinary) - extraordinary generalshareholders meeting; Form of the general meeting - meeting (joint presence of shareholders todiscuss the agenda items and make decisions on the voting items withpreliminary submission (delivery) of voting ballots prior to the holding of theEGM). Date, venue and time of the general meeting: Date of EGM: September 25, 2014. Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia. Time: registration - 10:00 am Moscow time, EGM - 11:00 am Moscow time. Quorum of EGM: Number of votes of shareholders included into the list of persons entitled toparticipate in the general meeting: on the agenda item № 1 "Payment of dividends on OJSC "Magnit" shares followingthe 6 months of 2014 financial year results" - 94,561,355 votes; on the agenda item № 2 "Ratification of the Charter of OJSC "Magnit" in the newedition" - 94,561,355 votes; on the agenda item № 3 "Ratification of Regulation on the General shareholdersmeeting of OJSC "Magnit" in the new edition" - 94,561,355 votes. Number of votes of shareholders included into the list of persons entitled toparticipate in the general meeting and notinterested in execution oftransactionsby the company: on the agenda item № 4.1 "Approval of the major related party transactions" -91,848,646 votes; on the agenda item № 4.2 "Approval of the major related party transactions" -91,848,646 votes; on the agenda item № 4.3 "Approval of the major related party transactions" -91,848,646 votes; on the agenda item № 5.1 "Approval of the related party transactions" -91,848,646 votes; on the agenda item № 5.2 "Approval of the related party transactions" -91,848,646 votes; on the agenda item № 5.3 "Approval of the related party transactions" -91,848,646 votes; Number of votes of shareholders participated in general meeting: on the agenda item № 1 "Payment of dividends on OJSC "Magnit" shares followingthe 6 months of 2014 financial year results" - 71,445,336 votes; on the agenda item № 2 "Ratification of the Charter of OJSC "Magnit" in the newedition" - 71,445,336 votes; on the agenda item № 3 "Ratification of Regulation on the General shareholdersmeeting of OJSC "Magnit" in the new edition" - 71,445,336 votes. Number of votes of shareholders participated in general meeting and not interestedin execution of transactions by the company: on the agenda item № 4.1 "Approval of the major related party transactions" -68,764,003 votes; on the agenda item № 4.2 "Approval of the major related party transactions" -68,764,003 votes; on the agenda item № 4.3 "Approval of the major related party transactions" -68,764,300 votes; on the agenda item № 5.1 "Approval of the related party transactions" -68,764,300 votes; on the agenda item № 5.2 "Approval of the related party transactions" -68,764,296 votes; on the agenda item № 5.3 "Approval of the related party transactions" -68,764,296 votes. Quorum is present to adopt the decisions on all the agenda items of theextraordinary general shareholders meeting of OJSC "Magnit". Agenda: 1. "Payment of dividends on OJSC "Magnit" shares following the 6 months of 2014financial year results". 2. "Ratification of the Charter of OJSC "Magnit" in the new edition". 3. "Ratification of Regulation on the General shareholders meeting of OJSC"Magnit" in the new edition". 4. "Approval of the major related party transactions". 5. "Approval of the related party transactions". Voting results: On the 1stagenda item"Payment of dividends on OJSC "Magnit" shares followingthe 6 months of 2014 financial year results": «for» - 71,208,535 votes, which amounts to 99.6686% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem; «against» - 0 votes, which amounts to 0.00% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem; «abstained» - 68,790 votes, which amounts to 0.0963% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem. Adopted decision: "To approve the following allocation of OJSC "Magnit" profit following theresults of the 6 months of 2014 financial year: To pay dividends on OJSC "Magnit" ordinary registered shares in the amount of7,404,154,096.50 rubles (seven billion four hundred and four million onehundred and fifty four thousand ninety six rubles fifty kopecks), which amountsto 78.3 rubles (seventy eight rubles thirty kopecks) per share; To pay dividends as follows: a. Payment of dividends shall be executed pursuant to the procedure and within the time limit established by the legislation of the Russian Federation. b. Payment of dividends shall be executed by 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 personal details and other information relevant for the dividend payment, should they change, in the register of shareholders of OJSC "Magnit" or in the relevant depositary. d. To appoint the following date as of which the shareholders entitled to receive dividends are determined: October 10, 2014." On the 2ndagenda item "Ratification of the Charter of OJSC "Magnit" in the newedition": «for» - 67,319,269 votes, which amounts to 94.2249% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem; «against» - 531,711 votes, which amounts to 0.7442% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem; «abstained» - 3,424,245 votes, which amounts to 4.7928% of the total votes ofthe shareholders participated in the general meeting and entitled to vote onthis item. Adopted decision: "To ratify the Charter of OJSC "Magnit" in the new edition." On the 3rdagenda item "Ratification of Regulation on the General shareholdersmeeting of OJSC "Magnit" in the new edition": «for» - 67,310,067 votes, which amounts to 94.2120% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem; «against» - 531,711 votes, which amounts to 0.7442% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem; «abstained» - 3,433,445 votes, which amounts to 4.8057% of the total votes ofthe shareholders participated in the general meeting and entitled to vote onthis item. Adopted decision: "To ratify the Regulation on the General shareholder meeting of OJSC "Magnit"in the new edition". On the 4.1agenda item "Approval of the major related party transactions": «for» - 66,011,091 votes, which amounts to 71.8694% of the total votes ofshareholders not interested in execution of the transaction by the company; «against» - 334,142 votes, which amounts to 0.3638% of the total votes ofshareholders not interested in execution of the transaction by the company; «abstained» - 2,250,757 votes, which amounts to 2.4505% of the total votes ofshareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the loan agreement (several associated loan agreements) which theCompany plans to execute in future with Joint-stock company "Tander" and whichis the related party transaction with the following essentials: 1. parties of the transaction (transactions): the lender - OJSC "Magnit", theborrower - JSC "Tander"; 2. subject of the transaction (transactions): loan of funds; 3. maximum price (amount) of the transaction (transactions): up to35,000,000,000 (thirty five billion) rubles; 4. loan interest rate: not more than 12% (twelve percent) per annum; 5. time limit for the fulfillment of obligations under the transaction(transactions): up to 3 (three) years from the time of its conclusion (the timeof repayment of the loan amount and interest). The price (money value) of the Company's property, which can be directly orindirectly disposed by the Company under the loan agreement (agreements), canamount to 25 and more percent of the book value of the Company's assets,determined from the data of its financial statements as of the last reportingdate, but not more than 50 percent of the book value of the Company's assets,determined from the data of its financial statements as of the last reportingdate assets determined on the basis of the accounting statements as at thelatest accounting date". On the 4.2 agenda item "Approval of the major related party transactions": «for» - 66,011,095 votes, which amounts to 71.8694% of the total votes ofshareholders not interested in execution of the transaction by the company; «against» - 334,142 votes, which amounts to 0.3638% of the total votes ofshareholders not interested in execution of the transaction by the company; «abstained» - 2,250,755 votes, which amounts to 2.4505% of the total votes ofshareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements, which the Company plans to execute infuture as security for obligations of Joint-stock company "Tander"(beneficiary) (hereafter - the "Borrower") to Open joint-stock company"Sberbank of Russia" (OJSC "Sberbank of Russia") (hereafter - the "Creditor")under the agreements of revolving and non-revolving lines of credit (hereafter- the "Credit agreements"), and which are the major related party transactionswith the following essentials: 1. total credit limit for all Credit agreements shall not exceed 24,000,000,000(twenty four billion) rubles; 2. credit use period under each Credit agreement shall not exceed 3 (three)years; 3. interest rate for the credit use including charges shall amount to not morethan 15% (fifteen percent) per annum; 4. terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant Credit agreements; 5. maximum price (amount) of the guarantee agreements: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreements, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreements. The price (money value) of the Company's property, which can be directly orindirectly disposed by the Company under the guarantee agreements, can amountto 25 and more percent of the book value of the Company's assets, determinedfrom the data of its financial statements as of the last reporting date, butnot more than 50 percent of the book value of the Company's assets, determinedfrom the data of its financial statements as of the last reporting date. Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to signadditional agreements on amendments of the guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof." On the 4.3 agenda item "Approval of the major related party transactions": «for» - 66,011,394 votes, which amounts to 71.8698% of the total votes ofshareholders not interested in execution of the transaction by the company; «against» - 334,142 votes, which amounts to 0.3638% of the total votes ofshareholders not interested in execution of the transaction by the company; «abstained» - 2,250,753 votes, which amounts to 2.4505% of the total votes ofshareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreement, which Open joint-stock company "Magnit"(hereafter - the "Guarantor") plans to execute in future with Joint-stockcommercial bank "Bank of Moscow" (open joint-stock company) (hereafter - the"Credit agreement"), as security for obligations of Joint-stock company"Tander" (beneficiary) (hereafter - the "Borrower") to Joint-stock commercialbank "Bank of Moscow" (open joint-stock company) (hereafter - the "Creditor")under the Credit agreement №29-261/15/2651-10-KR as of September 30, 2010, inconsideration of all additional agreements to it (hereafter - the "Creditagreement"), and which is the major related party transaction with thefollowing essentials: 1. the Credit agreement shall reflect intentions of the Creditor and theBorrower to execute credit transactions and regulate the approval procedure ofterms and conditions of the credit transactions; 2. maximum indebtedness of the Borrower under one-time credits provided withinthe terms of the Credit agreement, shall amount to not more than 16,000,000,000(sixteen billion) rubles; 3. credits within the terms of the Credit agreement shall be provided for themaximum of 90 (ninety) days; 4. upon determination of the deadline of repayment of each credit, the wholeindebtedness under credits, provided within the terms of the Credit agreement,shall be repaid in full not later than April 30, 2016; 5. interest rate for the credit use including charges amounts to not more than14% (fourteen percent) per annum; 6. terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant credit transactionsexecuted on the basis of and within the terms of the Credit agreement; 7. maximum price (amount) of the Guarantee agreement: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreement. The Guarantorshall be liable jointly with the Borrower at the request of the Creditor forrepayment of the received credit (for reimbursement of the received monetaryamount) under the Credit agreement in case of declaration of its invalidity orrepayment of unreasonable gains upon the declaration of the Credit agreementnot concluded in accordance with the procedure established by law. The price (money value) of the Guarantor's property, which can be directly orindirectly disposed by the Guarantor under the Guarantee agreement with theCreditor, can amount to 25 (twenty five) and more percent of the book value ofthe Company's assets, determined from the data of its financial statements asof the last reporting date, but not more than 50 (fifty) percent of the bookvalue of the Company's assets, determined from the data of its financialstatements as of the last reporting date. Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to signadditional agreements on amendments of the guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof." On the 5.1agenda item "Approval of the related party transactions": «for» - 66,011,392 votes, which amounts to 71.8697% of the total votes ofshareholders not interested in execution of the transaction by the company; «against» - 334,142 votes, which amounts to 0.3638% of the total votes ofshareholders not interested in execution of the transaction by the company; «abstained» - 2,250,755 votes, which amounts to 2.4505% of the total votes ofshareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements 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 CommercialBank "ROSBANK" (Open Joint-Stock Company) (hereafter - the Creditor") under theagreements on revolving lines of credit (hereafter - the "Credit agreements"),and which are related party transactions with the following essentials: 1. the total credit limit for all Credit agreements, which the Borrower plansto execute in future, shall amount to not more than 5,000,000,000 (fivebillion) rubles; 2. the credit under each Credit agreement shall be provided for the maximum of3 (three) years; 3. interest rate for the credit use including charges amounts to not more than15% (fifteen percent) per annum; 4. terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant Credit agreements; 5. maximum price (amount) of the guarantee agreements: the total amount ofobligations of the Guarantor shall not exceed 7,250,000,000 (seven billion twohundred and fifty million) rubles. The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to signadditional agreements on amendments of the guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof." On the 5.2 agenda item "Approval of the related party transactions": «for» - 66,011,083 votes, which amounts to 71.8694% of the total votes ofshareholders not interested in execution of the transaction by the company; «against» - 334,142 votes, which amounts to 0.3638% of the total votes ofshareholders not interested in execution of the transaction by the company; «abstained» - 2,250,753 votes, which amounts to 2.4505% of the total votes ofshareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreement, which the Company plans to execute infuture as security for obligations of joint-stock company "Tander"(beneficiary) (hereafter - the "Borrower") to Open joint-stock company"ALFA-BANK" (hereafter - the "Creditor") under the credit agreement on openingof the revolving credit line in Russian rubles (hereafter - the "Creditagreement"), and which is the related party transaction with the followingessentials: - the guarantee agreement shall secure the fulfillment of obligations by theBorrower under the Credit agreement which the Borrower plans to execute infuture with the following essentials: 1. the Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - the "Credits") in the form of the revolving credit line(hereafter - the "Credit line"); 2. within the Credit line the Borrower shall have a right to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line comprises not more than 4,000,000,000 (four billion) rubles("Credit limit"); 3. the term of each Credit line shall not exceed 51 (fifty one) months, theBorrower shall repay all received Credits no later than the date of expirationof the term of the relevant Credit line; 4. Credits within the term of each Credit line shall be provided for not morethan 36 (thirty six) months; 5. interest rate: not more than 15 (fifteen) percent per annum; 6. terms, procedure of granting and repayment of the Credit amounts (includingthe amount of any type of remuneration paid by the Borrower to the Creditor)shall be determined by the Credit agreement; 7. maximum price (amount) of the guarantee agreement: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement, including the principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreement; - the guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity of the Credit agreement, fixed by the validjudgment, on repayment of monetary funds received by the Borrower for thebenefit of the Creditor, and on payment of interest for the use of another'smonetary funds charged on the amount of unreasonable gains of the Borrower. The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to signadditional agreements on amendments of the guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof." On the 5.3agenda item "Approval of the related party transactions": «for» - 66,008,588 votes, which amounts to 71.8667% of the total votes ofshareholders not interested in execution of the transaction by the company; «against» - 334,142 votes, which amounts to 0.3638% of the total votes ofshareholders not interested in execution of the transaction by the company; «abstained» - 2,250,755 votes, which amounts to 2.4505% of the total votes ofshareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreement, which the Company plans to execute infuture as security for obligations of joint-stock company "Tander"(beneficiary) (hereafter - the "Borrower") to Open joint-stock company"ALFA-BANK" (hereafter - the "Creditor") under the credit agreement on openingof the revolving credit line in Russian rubles (hereafter - the "Creditagreement"), and which is the related party transaction with the followingessentials: - the guarantee agreement shall secure the fulfillment of obligations by theBorrower under the Credit agreement which the Borrower plans to execute infuture with the following essentials: 1. the Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - the "Credits") in the form of the revolving credit line(hereafter - the "Credit line"); 2. within the Credit line the Borrower shall have a right to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line comprises not more than 5,000,000,000 (five billion) rubles("Credit limit"); 3. the term of each Credit line shall not exceed 51 (fifty one) months, theBorrower shall repay all received Credits no later than the date of expirationof the term of the relevant Credit line; 4. Credits within the term of each Credit line shall be provided for not morethan 36 (thirty six) months; 5. interest rate: not more than 15 (fifteen) percent per annum; 6. terms, procedure of granting and repayment of the Credit amounts (includingthe amount of any type of remuneration paid by the Borrower to the Creditor)shall be determined by the Credit agreement; 7. maximum price (amount) of the guarantee agreement: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement, including the principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreement; - the guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity of the Credit agreement, fixed by the validjudgment, on repayment of monetary funds received by the Borrower for thebenefit of the Creditor, and on payment of interest for the use of another'smonetary funds charged on the amount of unreasonable gains of the Borrower. The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. Hereby to authorize the Chief Executive Officer of OJSC "Magnit" to signadditional agreements on amendments of the guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof." The minutes №w/n are executed as of September 26, 2014. For further information, please contact: Timothy Post Director, Investor Relations Email: [email protected] 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: [email protected] 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 isheadquartered in the southern Russian city of Krasnodar. As of June 30, 2014,Magnit operated 24 distribution centers and over 8,600 stores (7,614convenience, 226 hypermarkets, and 778 drogeries) in approximately 2,000 citiesand towns throughout 7 federal regions of the Russian Federation. In accordance with the reviewed IFRS consolidated financial statements for 1H2014, Magnit had revenues of $9,979 million USD and an EBITDA of $1,045 millionUSD. 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 creditrating from Standard & Poor's of BB. Measured by market capitalization, Magnitis one of the largest retailers in Europe.