29th May 2012 07:00
Press-release
Krasnodar
May 29, 2012
OJSC "Magnit" announces AGM results
Krasnodar, May 29, 2012: OJSC "Magnit" (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 and venue of the general meeting:
Date of AGM: May 28, 2012.
Venue: conference room, 3rd floor, 15/5 Solnechnaya st., Krasnodar, Russia.
Time: registration - 10:00 am, AGM - 11:00 Moscow time
Quorum of AGM:
Number of votes of shareholders included into the list of persons entitled to participate in the general meeting:
on the agenda item № 1 "Ratification of the annual report, the annual accounting statements, including profit and loss statement (profit and loss account) of OJSC "Magnit" - 94,561,355 votes;
on the agenda item № 2 "Profit and loss distribution of OJSC "Magnit" according to 2011 financial year results" - 94,561,355 votes;
on the agenda item № 3 "Payment of dividends on OJSC "Magnit" shares according to the results of the first quarter of 2012 financial year" - 94,561,355 votes;
on the agenda item № 4 "Election of the board of directors of OJSC "Magnit" - 661,929,485 votes;
on the agenda item № 5 "Election of the revision commission of OJSC "Magnit" - 57,719,650 votes;
on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" - 94,561,355 votes;
on the agenda item № 7 "Approval of the auditor of OJSC "Magnit" under international financial reporting standards" - 94,561,355 votes;
on the agenda item № 8 "Election of the counting commission" - 94,561,355 votes;
on the agenda item № 9 "Ratification of the Charter 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 "Approval of the major related party transactions" - 90,365,371 votes;
on the agenda item № 11.1 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.2 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.3 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item у№ 11.4 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.5 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.6 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.7 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.8 "Approval of the related party transactions" - 90,365,371 votes;
on the agenda item № 11.9 "Approval of the related party transactions" - 90,365 371,votes.
Number of votes of shareholders participated in general meeting:
on the agenda item № 1 "Ratification of the annual report, the annual accounting statements, including profit and loss statement (profit and loss account) of OJSC "Magnit" - 84,878,903 votes, quorum is present;
on the agenda item № 2 "Profit and loss distribution of OJSC "Magnit" according to 2011 financial year results" - 84,878,903 votes, quorum is present;
on the agenda item № 3 "Payment of dividends on OJSC "Magnit" shares according to the results of the first quarter of 2012 financial year" - 84,878,903 votes, quorum is present;
on the agenda item № 4 "Election of the board of directors of OJSC "Magnit" - 594,152,321 votes, quorum is present;
on the agenda item № 5 "Election of the revision commission of OJSC "Magnit" - 48,038,878 votes, quorum is present;
on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" - 84,878,903 votes, quorum is present;
on the agenda item № 7 "Approval of the auditor of OJSC "Magnit" under international financial reporting standards" - 84,878,903 votes, quorum is present;
on the agenda item № 8 "Election of the counting commission" - 84,878,903 votes, quorum is present;
on the agenda item № 9 "Ratification of the Charter of OJSC "Magnit" in the new edition" - 84,878,903 votes, quorum is present;
Number of votes of shareholders participated in general meeting and not interested in execution of transactions by the company:
on the agenda item № 10 "Approval of the major related party transactions" - 80,682,919 votes, quorum is present;
on the agenda item № 11.1 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.2 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.3 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.4 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.5 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.6 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.7 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.8 «Approval of the related party transactions» - 80,682,919 votes, quorum is present;
on the agenda item № 11.9 «Approval of the related party transactions» - 80,682,919 votes, quorum is present.
Quorum is present to adopt the decisions on all the agenda items of the annual general shareholders' meeting of OJSC "Magnit".
Agenda:
1. "Ratification of the annual report, the annual accounting statements, including profit and loss statement (profit and loss account) of OJSC "Magnit"
2. "Profit and loss distribution of OJSC "Magnit" according to 2011 financial year results"
3. "Payment of dividends on OJSC "Magnit" shares according to the results of the first quarter of 2012 financial year"
4. "Election of the board of directors of OJSC "Magnit"
5. "Election of the revision commission of OJSC "Magnit"
6. "Approval of the auditor of OJSC "Magnit"
7. "Approval of the auditor of OJSC "Magnit" under international financial reporting standards"
8. "Election of the counting commission"
9. "Ratification of the Charter 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 "Ratification of the annual report, the annual accounting statements, including profit and loss statement (profit and loss account) of OJSC "Magnit":
«for» - 76,879,451 votes, which amounts to 90.5755% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 13,786 votes, which amounts to 0.0162% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1 vote, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To ratify OJSC "Magnit" 2011 annual report and annual accounting statements, including profit and loss statement (profit and loss account) of OJSC "Magnit" over the year 2011".
On the 2nd agenda item "Profit and loss distribution of OJSC "Magnit" according to 2011 financial year results":
«for» - 76,894,719 votes, which amounts to 90.5934% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 111 votes, which amounts to 0.0001% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve distribution of OJSC "Magnit" profit according to 2011 financial year results as follows:
1) To pay dividends on ordinary registered shares of OJSC "Magnit" in the amount of 1,726,690,342.30 (one billion seven hundred and twenty six million six hundred ninety thousand three hundred forty two rubles and thirty kopeks) which amounts to 18.26 (eighteen rubles and twenty six kopeks) rubles per one ordinary share;
To pay dividends in the following order:
o to determine dividend payment period - within sixty days from the date of the corresponding decision of the general shareholders' meeting;
o to effect the dividend payment with cash funds via the Registrar of the Company - OJSC "Obiedinennaya registratsionnaya kompaniya" (19, Leninskaya Sloboda street, Moscow) as the entity providing services on dividend payment;
o in case of return of the transferred dividends to OJSC "Magnit" due to the incorrect bank details in the register of OJSC "Magnit" shareholders, or shareholder's death, the second dividend payment shall be effected after the submission of the information on change of payment and other details to OJSC "Obiedinennaya registratsionnaya kompaniya" and inclusion of the corresponding changes to the OJSC "Magnit" shareholders register;
o in case of return of dividends sent by mail payments, the second dividend payment shall be effected by means of transfer to the bank account after the shareholder submits bank details to OJSC "Obiedinennaya registratsionnaya kompaniya" and they are included in the OJSC "Magnit" shareholders register;
o the dividend transfer by any means shall be effected at the expense of OJSC "Magnit";
o the list of persons entitled to receive dividends shall be made as of the record date of holders entitled to participate in OJSC "Magnit" annual general shareholders' meeting - April 13, 2012;
2) To pay remuneration to the Board members of the Company in the following amount:
§ 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 the remuneration to the members of the Revision commission of the Company;
4) Not to pay the year-end remuneration to the members of the Management board of the Company;
5) Part of the profit in the amount of 8,379.42 rubles (eight thousand three hundred seventy nine rubles and forty two kopeks) to distribute on reserve fund of the Company;
6) To direct the remaining undistributed net profit at the development of the Company".
On the 3rd agenda item "Payment of dividends on OJSC "Magnit" shares according to the results of the first quarter of 2012 financial year":
«for» - 76,874,893 votes, which amounts to 90.5701% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To distribute part of net profit of the Company received in the first quarter of 2012 financial year on dividend payment:
1) To pay dividends on ordinary registered shares of OJSC "Magnit" in the amount of 489,827,818.90 rubles (four hundred and eighty nine million eight hundred and twenty seven thousand eight hundred eighteen rubles ninety kopeks) which amounts to 5.18 rubles (five rubles and eighteen kopeks) per one ordinary share.
2)To pay dividends in the following order:
o to determine dividend payment period - within sixty days from the date of the corresponding decision of the general shareholders' meeting;
o to effect the dividend payment with cash funds via the Registrar of the Company - OJSC "Obiedinennaya registratsionnaya kompaniya" (19, Leninskaya Sloboda street, Moscow) as the entity providing services on dividend payment;
o in case of return of the transferred dividends to OJSC "Magnit" due to the incorrect bank details in the register of OJSC "Magnit" shareholders, or shareholder's death, the second dividend payment shall be effected after the submission of the information on change of payment and other details to OJSC "Obiedinennaya registratsionnaya kompaniya" and inclusion of the corresponding changes to the OJSC "Magnit" shareholders register;
o in case of return of dividends sent by mail payments, the second dividend payment shall be effected by means of transfer to the bank account after the shareholder submits bank details to OJSC "Obiedinennaya registratsionnaya kompaniya" and they are included in OJSC "Magnit" shareholders register;
o the dividend transfer by any means shall be effected at the expense of OJSC "Magnit";
o the list of persons entitled to receive dividends shall be made as of the record date of holders entitled to participate in OJSC "Magnit" annual general shareholders' meeting - April 13, 2012;
On the 4th agenda item "Election of the board of directors of OJSC "Magnit":
«for» - 593,599,998 votes, which amounts to 99.9070% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 0 votes, which amounts to 0.0000% 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 - 60,870,128 votes;
Valeriy Butenko - 60,870,028 votes;
Sergey Galitskiy - 80,201,268 votes;
Alexander Zayonts - 103,492,148 votes;
Alexey Makhnev - 97,296,399 votes;
Khachatur Pombukhchan - 71,288,371 votes;
Aslan Shkhachemukov - 60,869,928 votes.
Adopted decision:
"To elect the following candidates to the board of directors of OJSC "Magnit":
Andrey Arutyunyan;
Valeriy Butenko;
Alexander Zayonts;
Sergey Galitskiy;
Alexey Makhnev;
Khachatur Pombukhchan;
Aslan Shkhachemukov".
On the 5th agenda item "Election of the revision commission of OJSC "Magnit":
Roman Efimenko:
«for» - 39,784,989 votes, which amounts to 82.8183% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 162,490 votes, which amounts to 0.3382% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 105,738 votes, which amounts to 0.2201% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Angela Udovichenko:
«for» - 39,785,040 votes, which amounts to 82.8184% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 162,490 votes, which amounts to 0.3382% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 105,738 votes, which amounts to 0.2201% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Denis Fedotov:
«for» - 39,785,151 votes, which amounts to 82.8187% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 162,379 votes, which amounts to 0.3380% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 105,738 votes, which amounts to 0.2201% 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 candidates to the revision commission of OJSC "Magnit":
Roman Efimenko;
Angela Udovichenko;
Denis Fedotov".
On the 6th agenda item "Approval of the auditor of OJSC "Magnit"
«for» - 76,621,058 votes, which amounts to 90.2710% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 172,223 votes, which amounts to 0.2029% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 100,000 votes, which amounts to 0.1178% 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 "Auditing firm "Faber Lex" (taxpayer ID number 2308052975) as the auditor of OJSC "Magnit" under Russian accounting standards".
On the 7th agenda item "Approval of the auditor of OJSC "Magnit" under international financial reporting standards":
«for» - 76,621,069 votes, which amounts to 90.2710% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 172,261 votes, which amounts to 0.2029% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 100,000 votes, which amounts to 0.1178% 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, legal address: 77, Sadovnicheskaya embankment, building 1, Moscow, 115035, Russian Federation, as the auditor of OJSC "Magnit" according to the international financial reporting standards".
On the 8th agenda item "Election of the counting commission":
«for» - 76,893,281 votes, which amounts to 90.5917% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To authorize the open joint-stock company "Obiedinennaya registratsionnaya kompaniya" (OJSC "ORK") with the functions of the counting commission, located at 19, Leninskaya sloboda street, Moscow, acting under the license of the professional participant of the securities market for maintenance of register (License number: 10-000-1-00314 issued by FFMS of Russia on March 30, 2004 without limitation of the period of validity), which maintains the register of shareholders of ordinary registered securities of OJSC "Magnit".
On the 9th agenda item "Ratification of the Charter of OJSC "Magnit" in the new edition":
«for» - 61,160,604 votes, which amounts to 72.0563% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 11,512,608 votes, which amounts to 13.5636% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 4,220,118 votes, which amounts to 4.9719% 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 10th agenda item "Approval of the major related party transactions":
«for» - 57,073,081 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,801 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the loan agreement (several associated loan agreements) which is a major related party transaction and is planned to be executed by the Company in future with JSC "Tander" 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 (amount) of the transaction (transactions): up to 21,000,000,000 (twenty one billion) rubles;
loan interest rate: shall not exceed 12% (twelve per cent) per annum;
transaction (transactions) maturity: up to 3 (three) years from the date of execution (period of repayment of the borrower of the principal debt and interests).
The price (money value) of the Company's property that may be directly or indirectly disposed by the Company under the loan agreement (-s) may amount to 25 (twenty five) or more per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date, but shall not exceed 50 (fifty) per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date".
On the 11.1 agenda item "Approval of the related party transactions":
«for» - 57,073,017 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements, which are the related party transactions and are planned to be executed by the Company (hereafter - the Guarantor) in future to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to VTB Bank (Open joint-stock company) (hereafter - the Creditor) under the Credit agreements on the basis of the following essentials:
1. The Creditor shall provide the Borrower with Credit based on the Credit agreements to finance working capital 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. Credit shall be provided for the period of up to 3 (three) years;
3. Interest rate for the Credit use amounts to not more than 12% (twelve per cent) per annum;
4. Conditions and procedure of provision and repayment of the Credit amounts (including the amount of any type of remuneration to be paid by the Borrower to the Creditor) shall be determined by the Credit agreements.
5. The limit price (sum) of the guarantee agreements: The Guarantor shall in full be liable to the Creditor in case of non-fulfillment or improper fulfillment of obligations by the Borrower under Credit agreements including the principal debt, interests, penalty and losses incurred by the Creditor in the result of non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreements.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2%, but shall not be more than 25% per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date.
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.2 agenda item "Approval of the related party transactions":
«for» - 57,073,015 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,466 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreement which is a related party transaction and is planned to be executed in future by the Company (hereafter - the Guarantor) to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Joint-stock commercial bank "Rosbank" (open joint-stock company) (hereafter - the Creditor, Bank) under the Agreement on revolving credit facility №111230/0249018 of 30.12.2011 (hereafter - the Credit agreement) on the basis of the following essentials:
The maximum amount of non-recurrent debt under the Individual Credits in rubles, US Dollars or Euro (the Limit of the credit facility) shall not exceed 2,000,000,000 (two billion) rubles or the equivalent amount in US Dollars or Euro at the rate of the Bank of Russia on any date of Credit facility term from the date of execution of Credit agreement (inclusive);
The Credit facility shall be provided to the Borrower for the period from 30.12.2011 till 29.06.2015 (inclusive) to finance the current operations (financing of working capital, capital expenditures, etc);
Each Individual Credit shall be provided for up to 36 (thirty six) months from the Date of Individual Credit Provision which shall be a Bank day;
The Borrower shall pay interest for the Credit use in the amount of 1-week or 2-week, or 3-week, or 1-month, or 2-month, 3-month, or 6 month, or 9-month, or 12-month Mosprime rate/ Bank rate on Russian ruble or EURIBOR/Bank rate on Euro or LIBOR rate/Bank rate on US dollar;
The interest period for Rates in US Dollars, Euro and Russian Rubles may be equal to any calendar period of 1 (one) week to 36 (thirty six) months if agreed by the parties;
The limit price (amount) of the guarantee agreement: the cumulative amount of Guarantor's obligations shall not exceed 2,840,000,000 (two billion eight hundred forty million) rubles;
In case of non-fulfillment by the Guarantor of the Due claim within 5 (five) Bank days from the date of Due claim receipt, the Guarantor shall pay the penalty of 3% (three per cent) of the amount of the corresponding Due claim.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2%, but shall not be more than 25% per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date.
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.3 agenda item "Approval of the related party transactions":
«for» - 57,073,015 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,466 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreement which is a related party transaction and is planned to be executed in future by the Company (hereafter - the Guarantor) to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Joint-stock commercial bank "Rosbank" (open joint-stock company) (hereafter - the Creditor, Bank) under the Agreement on revolving credit facility №110414/0249018 of 14.04.2011 (hereafter - the Credit agreement) on the basis of the following essentials:
The maximum amount of non-recurring debt under Individual Credits in Rubles, US Dollars or Euro (Credit facility limit) shall not exceed 2,000,000,000 (two billion) Rubles or the equivalent amount in US Dollars or Euro at the rate of the Bank of Russia on any date of the Credit Facility Term starting from the date of execution of the Credit agreement (inclusive);
The Credit Facility shall be provided to the Borrower for the period from 14.04.2011 till 12.04.2013 (inclusive) to finance current operations (financing of working capital, capital expenditures, etc);
Each Individual Credit shall be provided for up to 12 (twelve) months from the Date of the Individual Credit Provision which shall be a Bank day;
The Borrower shall pay interest for the Credit use in the amount of 1-week or 2-week, or 3-week, or 1-month, or 2-month, 3-month, or 6 month, or 9-month, or 12-month Mosprime rate/ Bank rate on Russian Ruble or EURIBOR/Bank rate on Euro or LIBOR rate/Bank rate on US dollar;
The interest period for Rates in US Dollars, Euro and Russian rubles may be equal to any calendar period of 1 (one) week to 36 (thirty six) months if agreed by the parties;
The limit price (amount) of the guarantee agreement: the cumulative amount of Guarantor's obligations shall not exceed 2,480,000,000 (two billion four hundred eighty million) rubles;
In case of non-fulfillment by the Guarantor of the Due claim within 5 (five) Bank days from the date of Due claim receipt, the Guarantor shall pay the penalty of 3% (three per cent) of the amount of the corresponding Due claim.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2%, but shall not be more than 25% per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date.
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.4 agenda item "Approval of the related party transactions":
«for» - 57,073,015 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,466 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party transactions and are planned to be executed in future by the Company (hereafter - the Guarantor) to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Joint-stock commercial bank "Rosbank" (open joint-stock company) (hereafter - the Creditor, Bank) under the agreements on revolving (non-revolving) credit facilities on the basis of the following essentials:
The maximum amount of non-recurring debt under agreement (-s) on revolving (non-revolving) credit facility shall not exceed 5,000,000,000 (five billion) rubles or the equivalent amount in US Dollars or Euro at the rate of the Bank of Russia on the date of finance provision;
Credit shall be provided in the form of the Individual credits within the credit facility to finance working capital and/or current operations (financing of working capital, capital expenditures, etc.);
The term of agreement (-s) on revolving (non-revolving) credit facilities shall not exceed 42 (forty two) months from the date of agreements execution;
Each Individual Credit shall be provided for not more than 36 (thirty six) months (inclusive) from the Date of Individual Credit Provision;
The Borrower shall pay interest to the Creditor for the use of the each individual credit in the amount of 1-week or 2-week, or 3-week, or 1-month, or 2-month, 3-month, or 6 month, or 9-month, or 12-month Mosprime rate/ Bank rate in Russian ruble or EURIBOR/Bank rate in Euro or LIBOR rate/Bank rate in US dollar;
The interest period for Rates in US Dollars, Euro and Russian Rubles may be equal to any calendar period of up to 36 (thirty six) months (inclusive) if agreed by the parties;
The limit price (amount) of the guarantee agreement (agreements): the cumulative amount of Guarantor's obligations shall not exceed 6,800,000,000 (six billion eight hundred million) rubles;
In case of non-fulfillment by the Guarantor of the Due claim within 5 (five) Bank days from the date of Due claim receipt, the Guarantor shall pay to the Creditor the penalty of 3% (three per cent) of the amount of the corresponding Due claim.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2%, but shall not be more than 25% per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date.
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.5 agenda item "Approval of the related party transactions":
«for» - 57,073,017 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are related party transactions and are planned to be executed by the Company (hereafter - the Guarantor) in future to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to the Open-joint stock company "Sberbank of Russia" (OJSC "Sberbank of Russia") (hereinafter - the Creditor) under the agreements on revolving and non-revolving credit facilities (hereafter - Credit agreements) on the basis of the following essentials:
1. The total limit of credit under all Credit agreements which the Borrower plans to execute in future shall not exceed 15,000,000,000 (fifteen billion) rubles;
2. Credit shall be provided for the period of up to 5 (five) years;
3. Interest rate for the credit use including commission fees shall not exceed 12% (twelve per cent) per annum;
4. Conditions and procedure of provision and repayment of the credit amounts, interests and other payments shall be determined by the corresponding Credit agreements.
5. Creditor's obligations shall be secured in part by the Company's guarantee;
6. The cumulative amount of the Company's obligations of the provided guarantee shall not exceed 15,000,000,000 (fifteen billion) rubles on any date of validity period of all Credit agreements".
The price of the property that may be directly or indirectly disposed under the contracts of guarantee) may amount to 2 (two) per cent, but shall not exceed 25 (twenty five) per cent of the book value of assets of the Company determined by the accounting statements as at the last 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 (including but not limited to change of interest rates, Credit currency, term of credit)".
On the 11.6 agenda item "Approval of the related party transactions":
«for» - 57,073,015 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,867 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements, which are the related party transactions and are planned to be executed by the Company (hereafter - the Guarantor) in future to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Joint-stock commercial bank "Absolut Bank" (close joint-stock company) (hereafter - the Creditor) under the agreements on revolving and non-revolving credit facilities on the basis of the following essentials:
1. The Creditor shall provide the Borrower with Credit based on the Credit agreements to finance current operations and/or expansion of the retail network, including purchase of movable and real property, intangible assets, and/or to finance expenditures of the capital repairs, technical re-equipment (modernization), with the total limit of not more than 2,000,000,000 (two 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. Credit shall be provided for the period of up to 12 (twelve) months;
3. Interest rate for the Credit use amounts to not more than 22% (twenty two per cent) per annum;
4. Conditions and procedure of provision and repayment of the Credit amounts (including the amount of any type of remuneration to be paid by the Borrower to the Creditor) shall be determined by the Credit agreements.
5. The limit price (sum) of the guarantee agreements: The Guarantor shall in full be liable to the Creditor in case of non-fulfillment or improper fulfillment of obligations by the Borrower under Credit agreements including the principal debt, interests, penalty and losses incurred by the Creditor in the result of non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreements.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2 (two) per cent but shall not be more than 25 (twenty five) per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date.
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.7 agenda item "Approval of the related party transactions":
«for» - 57,073,017 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements, which are the related party transactions and are planned to be executed by the Company (hereafter - the Guarantor) in future to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Close joint-stock commercial bank "Credit Europe Bank" (hereafter - the Creditor) under the agreements on revolving and non-revolving credit facilities and/or credit agreements (hereafter - Credit agreements) on the basis of the following essentials:
1. The Creditor shall provide the Borrower with Credit based on the Credit agreements to finance working capital with the total limit of not more than 2,000,000,000 (two 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. Credit shall be provided for the period of up to 1 (one) year;
3. Interest rate for the Credit use amounts to not more than 12.0% (twelve point zero per cent) per annum;
4. Conditions and procedure of provision and repayment of the Credit amounts (including the amount of any type of remuneration to be paid by the Borrower to the Creditor) shall be determined by the Credit agreements.
5. The limit price (sum) of the guarantee agreements: The Guarantor shall in full be liable to the Creditor in case of non-fulfillment or improper fulfillment of obligations by the Borrower under Credit agreements including the principal debt, interests, penalty and losses incurred by the Creditor in the result of non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreements.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2 (two) per cent but shall not be more than 25 (twenty five) per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date."
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.8 agenda item "Approval of the related party transactions":
«for» - 57,073,017 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements which are the related party transactions and are planned to be executed by the Company (hereafter - the Guarantor) in future to secure the obligations of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Open joint-stock company "Alfa Bank" (hereafter - the Creditor) under the Credit agreement on revolving credit facility in Russian rubles (hereafter - Credit facility) on the basis of the following essentials:
- the Creditor shall provide the Borrower with funds in Russian rubles ("Credits") in the form of revolving credit facility ("Credit facility");
- under the terms of Credit facility the Borrower is entitled to obtain Credits the maximum amount of one-off debt on which on any day of the Credit facility duration shall not exceed 3,500,000,000 (three billion five hundred million) rubles ("Debt limit")
- duration of Credit facility shall not exceed 36 (thirty six) months, the Borrower undertakes to pay all obtained Credits back not later than the completion date of the Credit facility duration;
- within the duration of Credit facility the credits are provided for: not longer than 36 (thirty six) months;
- interest rate: shall not exceed 15 (fifteen) per cent per annum;
- penalties: 0.2% (zero point two per cent) of the amount of outstanding commitments for each day of delay of debt payback but not lower than the double refinancing rate of the Bank of the Russian Federation effective on the date of penalty accrual.
Terms and procedure of Credit provision and repayment (including any type of remuneration to be paid to the Creditor by the Borrower) shall be determined under Credit agreements.
The limit price (amount) of guarantee agreements: The Guarantor shall in full be liable to the Creditor in case of non-fulfillment or improper fulfillment of obligations by the Borrower under Credit agreements including the principal debt, interests, penalty and losses incurred by the Creditor in the result of non-fulfillment or improper fulfillment of Credit Agreements.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2 (two) per cent but shall not more than 25 (twenty five) per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date."
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
On the 11.9 agenda item "Approval of the related party transactions":
«for» - 57,073,017 votes, which amounts to 63.1581% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 11,417,865 votes, which amounts to 12.6352% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 4,206,464 votes, which amounts to 4.6550% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
"To approve the guarantee agreements, which are the related party transactions and are planned to be executed by the Company (hereafter - the Guarantor) in future to secure the obligations of JSC "Tander" (hereafter - the Borrower) to Open joint-stock company Commercial bank "Petrocommerce" (hereafter - the Creditor) under the Agreements on the revolving and non-revolving credit lines and/or credit agreements (hereafter- Credit agreements) on the basis of the following essentials:
1. The Creditor shall provide the Borrower with Credit based on the the Credit agreements to finance working capital with the total limit of not more than 2,000,000,000 (two 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. Credit shall be provided for the period of up to 1 (one) year;
3. Interest rate for the Credit use amounts to not more than 20% (twenty per cent) per annum;
4. Conditions and procedure of provision and repayment of the Credit amounts (including the amount of any type of remuneration to be paid by the Borrower to the Creditor) shall be determined by the Credit agreements.
5. The limit price (sum) of the guarantee agreements: The Guarantor shall in full be liable to the Creditor in case of non-fulfillment or improper fulfillment of obligations by the Borrower under Credit agreements including the principal debt, interests, penalty and losses incurred by the Creditor in the result of non-fulfillment or improper fulfillment of the obligations by the Borrower under the Credit agreements.
The price of the property to the possible disposal of which the transaction of the guarantee provision is related amounts to more than 2 (two) per cent but shall not more than 25 (twenty five) per cent of the book value of assets of the Company determined by the accounting statements as at the last accounting date."
Hereby to authorize Galitskiy S.N., CEO of OJSC "Magnit", to sign additional agreements on amendments of the terms and conditions of the guarantee agreements related to amendments of the terms and conditions of the Credit agreements (including but not limited to the amendment of the interest rates, currency of the Credit, term of the credit provision)".
The minutes are executed as of May 28, 2012.
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