24th Jun 2011 07:00
Press-release
Krasnodar
June 24, 2011
OJSC "Magnit" announces AGM results
Krasnodar, June 24, 2011: 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 items with preliminary submission (delivery) of voting bulletins prior to the general shareholders' meeting;
Date and venue of the general meeting:
Date of the extraordinary general shareholders' meeting: June 23, 2011.
Venue: conference room, 3rd floor, 15/5 Solnechnaya st., Krasnodar, Russia.
Completed bulletins were sent to the postal address: 15/5 Solnechnaya st., Krasnodar, Russia, 350072.
Quorum of the general meeting:
Number of votes of participants included in the list of persons entitled to participate in the general meeting:
Item № 1: "The ratification of the annual report, annual accounting report including the profit and loss report of OJSC "Magnit" - 88,975,073 votes;
Item № 2 "The distribution of profit and loss of OJSC "Magnit" following the results of 2010 financial year" - 88,975,073 votes;
Item № 3 "Payment of dividend on OJSC "Magnit" shares following the results of the first quarter of 2011 financial year" - 88,975,073 votes;
Item № 4 "Election of the Board of directors of OJSC "Magnit" - 622,825,511 votes;
Item № 5 "Election of the Revision committee of OJSC "Magnit" - 52,140,555 votes;
Item № 6 "Approval of the Auditor of OJSC "Magnit" - 88,975,073 votes;
Item № 7 "Approval of the IFRS Auditor of OJSC "Magnit" - 88,975,073 votes;
Item № 8 "Election of the Counting Board of OJSC "Magnit" - 88,975,073 votes.
Number of votes of participants included in the list of persons entitled to participate in the general meeting and having no interest in the transactions to be approved by the company:
Item № 9.1 "Approval of major related party transactions" - 88,239,636 votes;
Item № 9.2 "Approval of major related party transactions" - 88,239,636 votes;
Item № 9.3 "Approval of major related party transactions" - 88,239,636 votes;
Item № 10.1 "Approval of related party transactions" - 88,239,636 votes;
Item № 10.2 "Approval of related party transactions" - 88,239,636 votes;
Item № 10.3 "Approval of related party transactions" - 88,239,636 votes;
Item № 10.4 "Approval of related party transactions" - 88,239,636 votes;
Item № 10.5 "Approval of related party transactions" - 88,239,636 votes.
Number of votes of shareholders participated in the general meeting and entitled to vote on the agenda items with specification whether there was a quorum for each item:
Item № 1: "The ratification of the annual report, annual accounting report including the profit and loss report of OJSC "Magnit" - 84,366,061votes, quorum is present;
Item № 2 "The distribution of profit and loss of OJSC "Magnit" following the results of 2010 financial year" - 84,366,061 votes, quorum is present;
Item № 3 "Payment of dividend on OJSC "Magnit" shares following the results of the first quarter of 2011 financial year" - 84,366,061 votes, quorum is present;
Item № 4 "Election of the Board of directors of OJSC "Magnit" - 590,562,427 votes, quorum is present;
Item № 5 "Election of the Revision Committee of OJSC "Magnit" - 47,531,543 votes, quorum is present;
Item № 6 "Approval of the auditor of OJSC "Magnit" - 84,366,061 votes, quorum is present;
Item № 7 "Approval of the IFRS Auditor of OJSC "Magnit" - 84,366,061 votes, quorum is present;
Item № 8 "Election of the Counting Board of OJSC "Magnit" - 84,366,061 votes, quorum is present;
Item № 9.1 "Approval of major related party transactions" - 83,630,624 votes, quorum is present;
Item № 9.2 "Approval of major related party transactions" - 83,630,624 votes, quorum is present;
Item № 9.3 "Approval of major related party transactions" - 83,630,624 votes, quorum is present;
Item № 10.1 "Approval of related party transactions" - 83,630,624 votes, quorum is present;
Item № 10.2 "Approval of related party transactions" - 83,630,624 votes, quorum is present;
Item № 10.3 "Approval of related party transactions" - 83,630,624 votes, quorum is present;
Item № 10.4 "Approval of related party transactions" - 83,630,624 votes, quorum is present;
Item № 10.5 "Approval of related party transactions" - 83,630,624 votes, quorum is present.
Quorum is present to make the decisions on all the agenda items of the annual general shareholders' meeting of OJSC "Magnit".
Item № 1: "The ratification of the annual report, annual accounting report including the profit and loss report of OJSC Magnit".
Votes cast is as follows:
"for" - 72,153,063 votes which amounts to 85.5238% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,586 votes which amounts to 0.0066% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 5,732 votes which amounts to 0.0068% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 2 "The distribution of profit and loss of OJSC "Magnit" following the results of 2010 financial year".
Votes cast is as follows:
"for" - 72,163,702 votes which amounts to 85.5364% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,586 votes which amounts to 0.0066% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 4,741 votes which amounts to 0.0056% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 3 "Payment of dividend on OJSC "Magnit" shares following the results of the first quarter of 2011 financial year".
Votes cast is as follows:
"for" - 72,183,740 votes which amounts to 85.5602% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,586 votes which amounts to 0.0066% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 4,741 votes which amounts to 0.0056% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 4 "Election of the Board of directors of OJSC "Magnit".
Votes cast is as follows:
"for" - 565,581,646 votes which amounts to 95.7700% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against all candidates" - 21,796,313 votes which amounts to 3.6908% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained on all candidates" - 357 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 correspondent candidate is as follows:
Andrey Aroutunyan - 61,568,805 votes;
Valery Butenko - 61,530,776 votes;
Sergey Galitskiy - 61,586,676 votes;
Alexander Zayonts - 61,927,354 votes;
Alexey Makhnev - 61,888,916 votes;
Khachatur Pompukhchan - 91,382,937 votes;
Aslan Shkhachemukov - 78,796,066 votes.
Item № 5 "Election of the Revision Committee of OJSC "Magnit".
Votes cast is as follows:
- Roman Efimenko:
"for" - 29,466,709 votes which amounts to 61.9940% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,825,024 votes which amounts to 12.2551% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 38,280 votes which amounts to 0.0805% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
- Angela Udovichenko:
"for" - 29,466,709 votes which amounts to 61.9940% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,825,024 votes which amounts to 12.2551% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 38,280 votes which amounts to 0.0805% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
- Denis Fedotov:
"for" - 29,466,684 votes which amounts to 61.9940% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,825,024 votes which amounts to 12.2551% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 38,285 votes which amounts to 0.0805% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 6 "Approval of the auditor of OJSC "Magnit".
Votes cast is as follows:
"for" - 72,105,750 votes which amounts to 85.4677% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 6,565 votes which amounts to 0.0078% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 51,981 votes which amounts to 0.0616% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 7 "Approval of the IFRS Auditor of OJSC "Magnit".
Votes cast is as follows:
"for" - 72,105,711 votes which amounts to 85.4677% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 6,565 votes which amounts to 0.0078% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 52,032 votes which amounts to 0.0617% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 8 "Election of the Counting Board of OJSC "Magnit".
Votes cast is as follows:
"for" - 72,152,914 votes which amounts to 85.5236% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 5,586 votes which amounts to 0.0066% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 5,808 votes which amounts to 0.0069% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 9.1 "Approval of major related party transactions".
Votes cast is as follows:
"for" - 64,135,284 votes which amounts to 72.6831% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,064 votes which amounts to 8.2175% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 314,247 votes which amounts to 0.3561% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 9.2 "Approval of major related party transactions".
Votes cast is as follows:
"for" - 64,132,706 votes which amounts to 72.6802% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,064 votes which amounts to 8.2175% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,868 votes which amounts to 0.3591% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 9.3 "Approval of major related party transactions".
Votes cast is as follows:
"for" - 64,132,556 votes which amounts to 72.6800% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,064 votes which amounts to 8.2175% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,848 votes which amounts to 0.3591% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 10.1 "Approval of related party transactions".
Votes cast is as follows:
"for" - 64,132,543 votes which amounts to 72.6800% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,277 votes which amounts to 8.2177% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,775 votes which amounts to 0.3590% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 10.2 "Approval of related party transactions".
Votes cast is as follows:
"for" - 64,132,706 votes which amounts to 72.6802% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,064 votes which amounts to 8.2175% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,995 votes which amounts to 0.3592% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 10.3 "Approval of related party transactions".
Votes cast is as follows:
"for" - 64,132,663 votes which amounts to 72.6801% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,064 votes which amounts to 8.2175% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,868 votes which amounts to 0.3591% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 10.4 "Approval of related party transactions".
Votes cast is as follows:
"for" - 64,132,682 votes which amounts to 72.6801% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,265 votes which amounts to 8.2177% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,648 votes which amounts to 0.3589% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Item № 10.5 "Approval of related party transactions".
Votes cast is as follows:
"for" - 64,132,523 votes which amounts to 72.6799% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"against" - 7,251,297 votes which amounts to 8.2177% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
"abstained" - 316,775 votes which amounts to 0.3590% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Decisions made by the general meeting.
Decision on the agenda item № 1:
"To ratify OJSC "Magnit" 2010 annual report and annual financial statements including profit and losses reports of OJSC "Magnit" over the year 2010".
Decision on the agenda item № 2:
"To approve the distribution of profit of OJSC "Magnit" according to 2010 financial year results as follows:
1) To pay dividend on ordinary registered shares of OJSC "Magnit" in the amount of 584,566,229.61 (five hundred eighty four million five hundred sixty six thousand two hundred twenty nine rubles sixty one kopeks) rubles that is 6.57 (six rubles fifty seven kopeks) rubles on one share;
To pay dividend in the following order:
o To determine dividend payment period - within sixty days from the date of the corresponding decision adopted by the general shareholders' meeting;
o To effect the dividend payment with cash funds via the Registrar of the Company - OJSC "Obiedinennaya Registratsionnaya Companiya" - as the body providing services on dividend payment (19, Leninskaya Sloboda street, Moscow).
o In case of return of transferred dividends to OJSC "Magnit" due to the incorrect bank details in the register of shareholders of OJSC "Magnit" or a shareholder's death, the repeated dividend payment shall be effected after the submission to the OJSC "Obiedinennaya Registratsionnaya Companiya" of the information on change of payment details and other details and inclusion of the corresponding changes to the register of OJSC "Magnit" shareholders;
o In case of return of dividends sent by mail payment, the repeated dividend payment shall be effected by means of bank transfer to the account after submission by shareholder of bank details to the OJSC "Obiedinennaya Registratsionnaya Companiya" and their inclusion to the shareholders register of OJSC "Magnit";
o The dividend transfer by any means is effected at the expense of OJSC "Magnit";
o The list of persons entitled to receive dividends shall be made on the record date of holders entitled to participate in the annual general shareholders' meeting of OJSC "Magnit" - May 06, 2011.
2) To pay remuneration to Board members in the following amount:
- to pay fees for participation in the Board working process in the amount determined by the "Regulations on the Board of directors" of OJSC "Magnit";
- The fee according to results of the year shall not be paid;
3) The remuneration to the members of the Revision Committee of the Company shall not be paid;
4) The remuneration to the members of Management Board following shall not be paid;
5) To distribute the rest of undistributed net profit to productive development of the Company".
Decision on the agenda item № 3:
To distribute a part of net profit of the Company received following the results of the first quarter of 2011 financial year to dividend payment.
1) To pay dividends on ordinary registered shares of OJSC "Magnit" in the amount of 415,513,590.91 (four hundred fifteen million five hundred thirteen thousand five hundred ninety rubles ninety one kopeks) rubles that is 4.67 (four rubles sixty seven kopeks) rubles on one share.
2) To pay dividends in the following order:
To pay dividend in the following order:
o To determine dividend payment period - within sixty days from the date of the corresponding decision adopted by the general shareholders' meeting;
o To effect the dividend payment with cash funds via the Registrar of the Company - OJSC "Obiedinennaya Registratsionnaya Companiya" - as the body providing services on dividend payment (19, Leninskaya Sloboda street, Moscow).
o In case of return of transferred dividends to OJSC "Magnit" due to the incorrect bank details in the register of shareholders of OJSC "Magnit" or a shareholder's death, the repeated dividend payment shall be effected after the submission to the OJSC "Obiedinennaya Registratsionnaya Companiya" of the information on change of payment details and other details and inclusion of the corresponding changes to the register of OJSC "Magnit" shareholders;
o In case of return of dividends sent by mail payment, the repeated dividend payment shall be effected by means of bank transfer to the account after submission by shareholder of bank details to the OJSC "Obiedinennaya Registratsionnaya Companiya" and their inclusion to the shareholders register of OJSC "Magnit";
o The dividend transfer by any means is effected at the expense of OJSC "Magnit";
The list of persons entitled to receive dividends shall be made on the record date of holders entitled to participate in the annual general shareholders' meeting of OJSC "Magnit" - May 06, 2011
Decision on the agenda item № 4:
"To elect the following candidates to the Board of directors of OJSC "Magnit":
◦ Andrey Aroutunyan;
◦ Valery Butenko;
◦ Alexander Zayonts;
◦ Sergey Galitsky;
◦ Alexey Makhnev;
◦ Khachatur Pombukhchan;
◦ Aslan Shkhachemukov".
Decision on the agenda item № 5:
"To elect the following candidates to the Revision Committee of OJSC "Magnit":
◦ Roman Efimenko;
◦ Angela Udovichenko;
◦ Denis Fedotov."
Decision on the agenda item № 6:
"To approve limited liability company "Auditing firm "Faber Lex" (taxpayer individual code 2308052975) as the Russian accounting standards auditor of OJSC "Magnit".
Decision on the agenda item № 7:
"To approve Ernst&Young Limited Liability Company, registered address: 77 Sadovnicheskaya naberezhnaya, building 1, Moscow, 115035, Russian Federation, as the International accounting standards auditor of OJSC "Magnit".
Decision on the agenda item № 8:
"To authorize open joint-stock company "Obiedinennaya registratsionnaya kompaniya" located at 19, Leninskaya Sloboda street, Moscow, 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: unlimited), maintaining the register of OJSC "Magnit" shareholders, for carrying out activities of Counting Board".
Decision on the agenda item № 9.1:
"To approve the loan agreement (several associated loan agreements) expected to be executed by the Company in future with JSC "Tander", that is a related party transaction under the following essentials:
o parties of the transaction (transactions): the Lender - OJSC «Magnit», the Borrower - JSC «Tander»;
o subject of the transaction (transactions): loan of funds;
o limit (amount) of the transaction (transactions): up to 15 000 000 000 (fifteen billion) rubles;
o loan interest rate: not exceeds 9% (nine per cent) per year;
o transaction (transactions) maturity: up to 3 (three) years from the date of execution (term for the main debt and interest repayment).
To determine that the price of property with the possible disposal of which the loan agreement is related shall amount to 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period but shall not exceed 50% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period".
Decision on the agenda item № 9.2:
"To approve related party contracts of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before VTB Bank (open joint-stock company) (hereinafter - the Lender) under the Loan contracts on the basis of the following essentials of Loan contracts planned for execution in future:
1. Under loan contracts the Lender shall provide the Borrower with the loan for the purpose of refinancing of the working capital with the total limit of 10 000 000 000 (ten billion) rubles and the Borrower shall repay the received Credit within terms and conditions of the Loan Contracts;
2. The Credit shall be provided for the period of 3 (three) years;
3. The interest rate for credit use shall amount to 12% (twelve per cent per year);
4. Conditions and terms of provision and repayment of credit amounts (including any remuneration payable
to the Lender by the Borrower) shall be determined by the Credit Contracts;
5. limit (amount) of the contracts of guarantee: The Guarantor shall be fully liable before the Lender in case
of default or improper performance of the Borrower's obligations under Credit contracts, including the amount of
the main debt, interest accrued hereon, penalty, losses caused to the Lender as the result of default or improper
performance of the Borrower's obligations under Credit contracts.
The price of property with the possible disposal of which the loan agreement is related shall amount to 25%
but shall not exceed 50% of the balance sheet assets of the Company determined on the basis of the financial
statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
Decision on the agenda item № 9.3:
"To approve related party contracts of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before Commercial joint-stock Saving bank of Russian Federation (open joint-stock company) (hereinafter - the Lender) under the revolving and non-revolving facilities (hereinafter - Credit agreements) on the basis of the following essentials:
1. total credit amount under all Credit Agreements expected to be executed by the Borrower in future shall not exceed 20 000 000 000 (twenty billion) rubles;
2. The Credit shall be provided for the period of 5 (five) years;
3. The interest rate for credit use including commissions shall amount to 11,3% (eleven point three) per year;
4. Conditions and terms of provision and repayment of credit amounts (including any remuneration payable to the Lender by the Borrower) shall be determined by the Credit Contracts;
5. The Borrower's obligations shall be partly secured by provision of guarantee by the company;
6. Total amount of the Company's obligations from the provided security in any date of the validity of credit agreements shall not exceed 15 000 000 000 (fifteen billion) rubles;
The price of property with the possible disposal of which the loan agreement is related shall amount to 25% but shall not exceed 50% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
Decision on the agenda item № 10.1:
"To approve related party contracts of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before Commercial joint-stock bank "Absolut Bank" (open joint-stock company) (hereinafter - the Lender) under the revolving and non-revolving facilities (hereinafter - Credit agreements) on the basis of the following essentials of Credit agreements planned for execution by the Borrower in future:
1. The Lender shall provide the Borrower with Credit on the basis of Credit Agreements for the purposes of financing of current operations and/or extension of the retail chain, including acquisition of movable and immovable property, intangible assets and/or capital repairs and modernization financing with the total limit which not exceed 4 000 000 000 (four billion) rubles, and the Borrower shall repay the received credit under the terms and conditions of Credit contracts;
2. The Credit shall be provided for the period of 36 (thirty six) months;
3. The interest rate for credit use amounts to 22% (twenty two) per year;
4. Conditions and terms of provision and repayment of credit amounts (including any remuneration payable
to the Lender by the Borrower) shall be determined by the Credit Contracts;
5. limit (amount) of the contracts of guarantee: The Guarantor shall be fully liable before the Lender in case of default or improper performance of the Borrower's obligations under Credit contracts, including the amount of the main debt, interest accrued hereon, penalty, losses caused to the Lender as the result of default or improper performance of the Borrower's obligations under Credit contracts.
The price of property with the possible disposal of which the loan agreement is related shall amount to 2% but shall not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
Decision on the agenda item № 10.2:
"To approve related party contracts of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before close joint-stock company "Credit Europe Bank" (hereinafter - the Lender) under the revolving and non-revolving facilities (hereinafter - Credit agreements) on the basis of the following essentials of Credit agreements planned for execution by the Borrower in future:
1.The Lender shall provide the Borrower with Credit on the basis of Credit Agreements for the purposes of financing of the working capital with the total limit which not exceed 2 000 000 000 (two billion) rubles, and the Borrower shall repay the received credit under the terms and conditions of Credit contracts;
2. The Credit shall be provided for the period of 1 (one) year;
3. The interest rate for credit use amounts to 12% (twelve) per year;
4. Conditions and terms of provision and repayment of credit amounts (including any remuneration payable to the Lender by the Borrower) shall be determined by the Credit Contracts;
5. limit (amount) of the contracts of guarantee: The Guarantor shall be fully liable before the Lender in case of default or improper performance of the Borrower's obligations under Credit contracts, including the amount of the main debt, interest accrued hereon, penalty, losses caused to the Lender as the result of default or improper performance of the Borrower's obligations under Credit contracts.
The price of property with the possible disposal of which the loan agreement is related shall amount to 2% but shall not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
Decision on the agenda item № 10.3:
"To approve related party contracts of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before "Gazprombank" (open joint-stock company) (hereinafter - the Lender) under the revolving and non-revolving facilities (hereinafter - Credit agreements) on the basis of the following essentials of Credit agreements planned for execution by the Borrower in future:
1. The Lender shall provide the Borrower with Credit on the basis of Credit Agreements for the purposes of financing of the working capital with the total limit which not exceed 5 000 000 000 (five billion) rubles, and the Borrower shall repay the received credit under the terms and conditions of Credit contracts;
2. The Credit shall be provided for the period of 42 (forty two) months;
3. The interest rate for credit use amounts to 12% (twelve) per year;
4. Conditions and terms of provision and repayment of credit amounts (including any remuneration payable to the Lender by the Borrower) shall be determined by the Credit Contracts;
5. limit (amount) of the contracts of guarantee: The Guarantor shall be fully liable before the Lender in case of default or improper performance of the Borrower's obligations under Credit contracts, including the amount of the main debt, interest accrued hereon, penalty, losses caused to the Lender as the result of default or improper performance of the Borrower's obligations under Credit contracts.
The price of property with the possible disposal of which the loan agreement is related shall amount to 2% but shall not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
Decision on the agenda item № 10.4:
"To approve related party contracts of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before open joint-stock company Commercial bank "Petrocommerce" (hereinafter - the Lender) under the revolving and non-revolving facilities (hereinafter - Credit agreements) on the basis of the following essentials of Credit agreements planned for execution by the Borrower in future:
1. The Lender shall provide the Borrower with Credit on the basis of Credit Agreements for the purposes of financing of the working capital with the total limit which not exceed 3 000 000 000 (three billion) rubles, and the Borrower shall repay the received credit under the terms and conditions of Credit contracts;
2. The Credit shall be provided for the period of 1 (one) year;
3. The interest rate for credit use amounts to 20% (twenty per cent) per year;
4. Conditions and terms of provision and repayment of credit amounts (including any remuneration payable to the Lender by the Borrower) shall be determined by the Credit Contracts;
5. limit (amount) of the contracts of guarantee: The Guarantor shall be fully liable before the Lender in case of default or improper performance of the Borrower's obligations under Credit contracts, including the amount of the main debt, interest accrued hereon, penalty, losses caused to the Lender as the result of default or improper performance of the Borrower's obligations under Credit contracts.
The price of property with the possible disposal of which the loan agreement is related shall amount to 2% but shall not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
Decision on the agenda item № 10.5:
"To approve related party contract of guarantee expected to be executed by the Company in future for securing of JSC "Tander's" obligations (the beneficiary) (hereinafter - the Borrower) before open joint-stock company "ALFA-BANK" (hereinafter - the Lender) under the agreement of crediting in Russian ruble (hereinafter - Agreement) which the Borrower plans to execute in future on the basis of the following essentials of Credit agreements planned for execution by the Borrower in future:
Under the Agreement the Borrower can obtain credits the total non-recurrent indebtedness under which shall not exceed 2 000 000 000 (two billion) rubles (limit of the indebtedness);
Term of the Agreement - shall not exceed 36 (thirty six) months;
The Borrower is entitled to receive credits on the basis of additional agreements to the Agreement;
Credits under the Agreement shall be provided for the period not exceeding 24 (twenty four) months;
The interest rate for credit use amounts to 15% (fifteen per cent) per year;
Penalties:0,2 per cent per day of the amount of the outstanding obligation for each day of delay in repayment, but not less than double Central Bank refinancing interest rate actual for the day of the penalty accrual;
Total limit (amount) of the contract of guarantee: The Guarantor shall be fully liable before the Lender in case of default or improper performance of the Borrower's obligations under Credit contracts, including the amount of the main debt, interest accrued hereon, penalty, losses caused to the Lender as the result of default or improper performance of the Borrower's obligations under Credit contracts.
The price of property with the possible disposal of which the loan agreement is related shall amount to 2% but shall not exceed 25% of the balance sheet assets of the Company determined on the basis of the financial statements for the latest accounting period.
Hereby to authorize S.N. Galitsky, the Chief executive officer of OJSC "Magnit", to execute additional agreements on amendments of the terms of contract of guarantee in connection with amendments of Credit agreement (including, but not limited to change of interest rates, currency of credit, term of Credit".
The minutes are executed as of June 23, 2011.
For further information, please contact:
Oleg Goncharov | Director, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100 Mob.: +7 (903) 411-40-35 Direct line for investors only: +7 (861) 277-45-62 |
Dina Svishcheva | Manager, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101 Mob.: +7-961-511-02-02 Direct line for investors only: +7 (861) 277-45-62 |
Company description:
Based in Krasnodar, in the Southern region of Russia, Open Joint Stock Company "Magnit" is the holding company for a group of entities that operate in the retail trade under the "Magnit" brand. The chain of "Magnit" stores is one of the leading food retail networks in Russia. As of March 31, 2011 the chain consisted of 4,128 convenience stores, 57 hypermarkets and 4 cosmetics stores (drogerie) in 1,239 locations in the Russian Federation.
Approximately two-thirds of the Company's stores are located in cities with a population of less than 500,000 inhabitants. Most of its stores are located in the Southern, North-Caucasian, Central and Volga regions. The Company also operates stores in the North-Western, Urals and Siberian regions.
As of March 31, 2011 the Company operated an in-house logistics system consisting of 11 distribution centers, employing automated stock replenishment systems and a fleet of 2,997 vehicles.
In accordance with the audited IFRS consolidated financial statements for the twelve months ended December 31, 2010, the Company recorded consolidated revenue of approximately US$7,777 million and consolidated EBITDA of around US$632 million.
Related Shares:
MGNT.L