26th Jun 2009 07:00
Press-release
Krasnodar
June 26, 2009
OJSC "Magnit" announces AGM results
Krasnodar, June 26, 2009: OJSC «Magnit» (the "Company"; RTS, 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 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: June 25, 2009.
Venue: conference room, 3rd floor, 15/2 Solnechnaya st., Krasnodar, Russia
Completed bulletins were sent to the postal address: 15/2 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:
Issue № 1: «The ratification of the annual report, annual accounting report including the profit and loss report of OJSC Magnit, and distribution of profits and losses of OJSC "Magnit" over the 2008 financial year» - 83,245,660 votes;
Issue № 2 «The distribution of profit and loss of OJSC "Magnit" over the first quarter of 2009 financial year» - 83,245,660 votes;
Issue № 3 «Election of the Board of directors of OJSC "Magnit"» - 582,719,620 votes;
Issue № 4 «Election of the Revisory committee of OJSC "Magnit"» - 46,203,903 votes;
Issue № 5 «Approval of the Auditor of OJSC "Magnit"» - 83,245,660 votes;
Issue № 6 Approval of the IFRS Auditor of OJSC "Magnit"» - 83,245,660 votes.
Issue № 7 «Election of the Counting Board of OJSC "Magnit"» - 83,245,660 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:
Issue № 8.1 «Approval of related-party transactions» - 79,877,753 votes;
Issue № 8.2 «Approval of related-party transactions» - 79,877,753 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 issue:
Issue № 1: «The ratification of the annual report, annual accounting report including the profit and loss report of OJSC Magnit, and distribution of profits and losses of OJSC "Magnit" over the 2008 financial year» - 72,176,762 votes, quorum is present.
Issue № 2 «The distribution of profit and loss of OJSC "Magnit" over the first quarter of 2009 financial year» - 72,176,762 votes, quorum is present.
Issue № 3 «Election of the Board of directors of OJSC "Magnit"» - 505,237,334 votes, quorum is present.
Issue № 4 «Election of the Revisory committee of OJSC "Magnit"» - 35,135,005 votes, quorum is present.
Issue № 5 «Approval of the Auditor of OJSC "Magnit"» - 72,176,762 votes, quorum is present.
Issue № 6 «Approval of the IFRS Auditor of OJSC "Magnit"» - 72,176,762 votes, quorum is present.
Issue № 7 «Election of the Counting Board of OJSC "Magnit"» - 72,176,762 votes, quorum is present.
Issue № 8.1 «Approval of related-party transactions» - 68,808,855 votes, quorum is present.
Issue № 8.2 «Approval of related-party transactions» - 68,808,855 votes, quorum is present.
Quorum is present to make the decisions on all the agenda issues of the annual general shareholders' meeting of OJSC «Magnit».
Voting issues and voting results.
Issue № 1: «The ratification of the annual report, annual accounting report including the profit and loss report of OJSC Magnit, and distribution of profits and losses of OJSC "Magnit" over the financial year.
Votes cast is as follows:
«for» - 64,383,143 votes which amounts to 89.2020 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 192 votes which amounts to 0.0003 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
Issue № 2: «The distribution of profit and loss of OJSC "Magnit" over the first quarter of 2009 financial year».
Votes cast is as follows:
«for» - 64,345,465 votes which amounts to 89.1498 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 192 votes which amounts to 0.0003 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
Issue № 3: «Election of the Board of directors of OJSC "Magnit"»
Votes cast «for» the correspondent candidate is as follows:
«for» - 488,870,879 votes which amounts to 96.7606% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against all candidates» - 4,215,694 votes which amounts to 0.8344% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained all candidates» - 10,663,905 votes which amounts to 2.1107% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
Votes cast «for» the correspondent candidate is as follows:
Andrey Arutyunyan - 54,753,157 votes;
Valery Butenko - 54,837,401 votes;
Mattias Westman - 106,313,796 votes;
Sergey Galitskiy - 54,826,118 votes;
Alexey Makhnev - 54,820,758 votes;
Khachatur Pombukhchan - 54,753,367 votes;
Dmitry Chenikov - 54,822,758 votes.
Issue № 4: «Election of the Revisory committee of OJSC "Magnit"»
Votes cast is as follows:
- Roman Efimenko:
«for» - 27,322,300 votes which amounts to 77.7638 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 7,940 votes which amounts to 0.0226 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue.
- Angela Udovichenko:
«for» - 27,322,291 votes which amounts to 77.7637 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 7,940 votes which amounts to 0.0226% of the total votes of the shareholders participated in the general
meeting and entitled to vote on this issue.
- Denis Fedotov:
«for» - 27,322,300 votes which amounts to 77.7638% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 7,940 votes which amounts to 0.0226% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue.
Issue № 5: «Approval of the Auditor of OJSC "Magnit"».
Votes cast is as follows:
«for» - 64,382,992 votes which amounts to 89.2018 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - 734 votes which amounts to 0.0010 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained» - 64 votes which amounts to 0.0000 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue.
Issue № 6: «Approval of the IFRS Auditor of OJSC "Magnit"».
Votes cast is as follows:
«for» - 64,383,056 votes which amounts to 89.2019% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 734 votes which amounts to 0.0010% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue
Issue № 7: «Election of the Counting Board of OJSC "Magnit"»
Votes cast is as follows:
«for» - 64,383,056 votes which amounts to 89.2019% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - none;
«abstained» - 734 votes which amounts to 0.0010 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue.
Issue № 8.1: «Approval of related-party transactions»:
Votes cast is as follows:
«for» - 61,128,870 votes which amounts to 76.5280 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - 734 votes which amounts to 0.0009 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained» - 17,509 votes which amounts to 0.0219 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue
Issue № 8.2: «Approval of related-party transactions»:
Votes cast is as follows:
«for» - 61,128,865 votes which amounts to 76.5280% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«against» - 7,734 votes which amounts to 0.0097% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;
«abstained» - 10,509 votes which amounts to 0.0132% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue.
Decisions made by the general meeting
Decision on the agenda issue № 1:
«To ratify OJSC "Magnit" 2008 annual report and annual financial statements including profit and losses reports (profit and loss account) of OJSC "Magnit" over the financial year.
II. To approve the profit distribution of OJSC "Magnit" according to 2008 financial year results as follows:
1) To pay dividends on ordinary nominal shares of OJSC "Magnit" in the amount of 121,538,663.60 rubles that is 1.46 rubles on one share;
To pay dividends in the following order:
◦ To determine dividend payment period - within sixty days from the moment of the correspondent decision of general shareholders' meeting;
◦ To pay dividends with monetary funds by involving the Registrar of the Company - OAO "Obiedinennaya registratsionnaya kompaniya" (15A, Kalanchevskaya street, Moscow) as the entity rendering services on dividend payment;
◦ In case of return of the transferred dividends to OJSC "Magnit" as the result of incorrect bank details contained in the OJSC "Magnit" shareholders register, or as the result of death of a shareholder to effect the repetitive dividend payment after submitting to OJSC "Obiedinennaya registratsionnaya kompaniya" the information on changes of bank details and including the correspondent changes to OJSC "Magnit" shareholders register;
◦ In case of return of dividends sent by means of mail transfers, to effect the repetitive dividend payment by means of bank transfer after submitting to OJSC "Obiedinennaya registratsionnaya kompaniya" the information on bank details and including to OJSC "Magnit" shareholders register;
◦ All expenses on dividend transfer by any mean to effect at costs of OJSC "Magnit";
◦ The list of persons entitled to receive dividends shall be composed as of the date of list of persons entitled to participate in OJSC "Magnit" annual General shareholders' meeting - May 08, 2009.
2) To pay fees to Board members in the following amount:
◦ to pay fees for participation in the Board working process in the amount determined in "Regulations on the Board of directors of OJSC "Magnit";
◦ The fee according to results of the year shall not be paid;
3) Not to pay the fee for the members of the Revisory Committee of the Company;
4) A part of profit in the amount of 16,868.49 rubles to direct to organization of emergency reserve fund of the Company;
5) To distribute the rest of undistributed net profit to productive development of the Company."
Decision on the agenda issue № 2:
«To approve OJSC "Magnit" profit distribution according to results of the first quarter of the year 2009 as follows:
1) To pay dividends on ordinary nominal shares of OJSC "Magnit" in the amount of 396,249,341.60 rubles that is 4.76 rubles on one share;
To pay dividends in the following order:
◦ To determine dividend payment period - within sixty days from the moment of the correspondent decision of general shareholders' meeting;
◦ To pay dividends with money by involving the Registrar of the Company - OJSC "Obiedinennaya registratsionnaya companiya" (15A, Kalanchevskaya street, Moscow) as the entity rendering services on dividend payment;
◦ In case of return of the transferred dividends to OJSC "Magnit" as the result of incorrect bank details contained in the OJSC "Magnit" shareholders register, or as the result of death of a shareholder to effect the repetitive dividend payment after submitting to OJSC "Obiedinennaya registratsionnaya kompaniya" the information on changes of bank details and including the correspondent changes to OJSC "Magnit" shareholders register;
◦ In case of return of dividends sent by means of mail transfers, to effect the repetitive dividend payment by means of bank transfer after submitting to OJSC "Obiedinennaya registratsionnaya kompaniya" the information on bank details and including to OJSC "Magnit" shareholders register;
◦ All expenses on dividend transfer by any mean to effect at costs of OJSC "Magnit";
◦ The list of persons entitled to receive dividends shall be composed as of the date of list of persons entitled to participate in OJSC "Magnit" annual General shareholders' meeting - May 08, 2009.
2) To distribute the rest of undistributed net profit to productive development of the Company.
Decision on the agenda issue № 3:
«To elect to the Board of directors of OJSC "Magnit" the following candidates:
◦ Andrey Arutyunyan;
◦ Valery Butenko;
◦ Mattias Westman;
◦ Sergey Galitsky;
◦ Alexey Makhnev;
◦ Khachatur Pombukhchan;
◦ Dmitry Chenikov.
Decision on the agenda issue № 4:
«To elect to the Revisory Committee of OJSC "Magnit" the following candidates:
◦ Roman Efimenko;
◦ Angela Udovichenko;
◦ Denis Fedotov.
Decision on the agenda issue № 5:
«To approve the limited liability company "Auditing firm "Faber Lex" (taxpayer individual code 2308052975) as the Russian accounting standards auditor of OJSC "Magnit".
Decision on the agenda issue № 6:
«To approve ZAO "Deloitte & Touche" (ZAO «Deloitte & Touche CIS»), legal address: building 2, 4/7 Vozdvizhenka street, Moscow, Russia, 125009, as the International accounting standards auditor of OJSC "Magnit".
Decision on the agenda issue № 7:
«To authorize open joint-stock company "Obiedinennaya registratsionnaya kompaniya" (OAO "ORK"), located at 15A, Kalanchevskaya street, Moscow, 107078, acting on the basis of the license for carrying out activities of professional participant of the securities market on Registrar Services (number of license: 10-000-1-00314 issued by FFMS of Russia on March 30, 2004, validity period: non-expiry-type license), maintaining the register of OJSC "Magnit" shareholders, for carrying out activities of Counting Board".
Decision on the agenda issue № 8.1:
«To approve the conclusion of the related-party loan contract (contracts) planned for signing by the Company in future
under following essentials:
◦ parties of the transaction (transactions): the Lender - OJSC "Magnit", the Borrower - CJSC "Tander";
◦ subject of the transaction (transactions): money loan;
◦ limit of the transaction (transactions): 3,000,000,000 (three billion) rubles;
◦ limit of the minimum loan interest: 0% per year;
◦ limit of the maximum loan interest: 20% per year;
◦ deadline date for fulfillment of obligations under the contract (contracts) (deadline date for loan and interest loan repayment): up to five years from the moment of conclusion".
Decision on the agenda issue № 8.2:
"To approve the additional agreement intended to change of essentials of the major related-party transaction to the loan contract № w/n as of 19.05.2006 made between OJSC "Magnit" (hereinafter - the Lender) and CJSC "Tander" (hereinafter - the Borrower) under the following essentials of the contract and additional agreement to it planned for signing in future:
- subject of the contract: the Lender presents to the Borrower money loan in the amount of 5,019,000,000 (five billion nineteen million) rubles, and the latter undertakes to repay the loan in term determined by the contract;
- parties came to agreement that the loan is interest-free;
- loan repayment date: May 15, 2014
The minutes were executed on June 25, 2009.
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 Chistyak |
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 a holding company for a group of entities that operate in the retail trade under the "Magnit" name. The chain of "Magnit" stores is one of the leading operators in the Russian food retail market. As of December 31, 2008 the chain consisted of 2,568 convenience stores and 14 hypermarkets in 856 locations in the Russian Federation.
Approximately two-thirds of the Company's stores are located in cities with a population of less than 500 thousand. Most of its stores are located within the Southern, Central and Volga regions. The Company also operates stores in the North-Western and Urals regions.
As of December 31, 2008 the Company operated an in-house logistics system consisting of 9 distribution centers, employing automated stock replenishment systems and a fleet of 1,165 vehicles.
In accordance with the audited IFRS consolidated financial statements for 2008, the Company posted consolidated revenues of approximately US$ 5,348 million and a consolidated EBITDA of around US$ 402 million
Related Shares:
MGNT.L