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Result of BOD - full version

28th Apr 2010 07:00

RNS Number : 9256K
OJSC Magnit
28 April 2010
 



 

 

 

 

 

Press-release

Krasnodar

April 28, 2010

 

OJSC "Magnit" announces the results of the BOD meeting held on April 26, 2010

 

Krasnodar, April 28, 2010: OJSC «Magnit» (the "Company"; RTS, MICEX, LSE: MGNT) is pleased to announce the results of the BOD meeting held on April 26, 2010.

 

At the meeting of the OJSC "Magnit" board of directors of April 26, 2010 the following decisions were adopted:

 

On the second item on the agenda:

«To ratify the recommendations to the general shareholders' meeting of the Company on the distribution of profit, including the dividend amount on shares of OJSC "Magnit" and it's payment procedure, and losses of the Company according to the results of 2009 financial year (annex 2 to the minutes of the BOD meeting)»;

 

According to the document specified the Board of directors recommends to the general shareholders' meeting, in particular:

·; To pay dividends according to the results of 2009 financial year in the amount of 10.06 rubles on one ordinary share.

·; To determine the dividend payment term - within 60 days from the date of adoption of the correspondent decision by the general shareholders' meeting.

·; To effect the dividend payment with cash funds via the Registrar of the Company - OJSC "United Registration Company" as the body providing services on dividend payment (15A, Kalanchevskaya str., Moscow).

·; In case of return of the transferred dividends to OJSC "Magnit" as a result of incorrect bank details in the register of shareholders of OJSC "Magnit" or as a result of a shareholder's death, the repeated dividend payment shall be effected after the submission to the OJSC "United Registration Company" of the information on change of payment details and other details and inclusion of the corresponding changes to the register of OJSC "Magnit" shareholders.

·; In case of return of dividends sent by mail payment transfer, 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 "United Registration Company" and their inclusion to the shareholders register of OJSC "Magnit".

The dividend transfer by any means is effected at the expense of OJSC "Magnit".

The list of persons entitled to receive dividends shall be executed on the date of the execution of the list of persons entitled to participate in the annual General shareholders' meeting of OJSC "Magnit" - May 07, 2010.

 

On the fourth item on the agenda:

To call the annual general OJSC "Magnit" shareholders' meeting;

 

On the fifth item on the agenda:

"To approve the agenda of the annual general OJSC "Magnit" shareholders' meeting as follows":

1. «Ratification of the annual report, annual accounting report including the profit and loss statements of OJSC "Magnit";

2. «Distribution of profit and loss of OJSC "Magnit" according to the 2009 financial year results»;

3. «Election of the OJSC "Magnit" Board of directors»;

4. «Election of the OJSC "Magnit" Revision committee»;

5. «Approval of the Auditor of OJSC "Magnit"»;

6. «Approval of the IFRS Auditor of OJSC "Magnit"»;

7. «Election of the Counting Board of OJSC "Magnit"»;

8. «Ratification of the OJSC "Magnit" Charter in the new edition»;

9. «Ratification of the Provision on collegial executive body (Management Board) of OJSC "Magnit"»;

10. «Ratification of the Provision on the OJSC "Magnit" board of directors in the new edition»;

11. «Ratification of the Provision on OJSC "Magnit" sole executive body (Chief Executive Officer) in the new edition»;

12. «Ratification of the Provision on OJSC "Magnit" Revision committee in the new edition».

13. «Ratification of the Provision on the general OJSC "Magnit" shareholders' meeting in the new edition».

14. «Approval of the major related-party transactions».

15. «Approval of the related-party transactions»

 

On the sixth item on the agenda:

«To hold AGM in the form of joint presence of shareholders to discuss agenda items and adopt decisions on the voting issues with the preliminary submission of the voting ballots prior to the general meeting of shareholders»

 

On the seventh item on the agenda:

«To appoint the annual shareholders' meeting on June 24, 2010 at 11 AM, to appoint the registration on June 24, 2010 at 10 AM.

Venue: 3-rd floor, conference hall, 15/5 Solnechnaya street, Krasnodar, Russia.

To determine the address for sending of the completed ballots: 15/5 Solnechnaya Street, Krasnodar, 350072, Russia».

 

On the eighth item on the agenda:

«To authorize the registrar of the Company - OJSC "United Registration Company" - to execute the list of persons entitled to participate in the annual general shareholders' meeting according to the register as of May 07, 2010».

 

On the ninth item on the agenda:

«To approve the form and content of the voting ballots (annex 3 to the minutes) for the general meeting of shareholders regarding the agenda items».

 

On the tenth item on the agenda:

"To approve the text of the announcement of the annual general shareholders' meeting (annex 4 to the minutes) and deliver it by registered mail or to hand it against signature to each shareholder before May 24, 2010 inclusive".

 

On the eleventh item on the agenda:

«To approve the following list of materials that will be presented for the shareholders' consideration during the preparation to the extraordinary general shareholders' meeting:

- OJSC "Magnit" annual report for the 2009 financial year;

- OJSC "Magnit" annual accounting report for the 2009 financial year, including auditor's report;

- OJSC "Magnit" 2009 consolidated financial statements prepared in accordance with IFRS, including auditor's report;

- OJSC "Magnit" revision committee's report on the results of audit of financial and operating activity of the Company for the 2009 financial year;

- evaluation of the auditor's report on the accounting statements of OJSC "Magnit" over the year 2009 prepared by the auditing committee of the Board of directors of OJSC "Magnit";

- evaluation of the auditor's report on the consolidated financial statements of OJSC "Magnit" for the year 2009 prepared by the auditing committee of the Board of directors of OJSC "Magnit";

- recommendations of the Board of directors on distribution of profit including the dividend amount on shares of OJSC "Magnit" and payment procedure, and losses of the Company for the 2009 financial year;

- information on the candidates nominated to the corresponding bodies of OJSC "Magnit" and on presence or absence of their written consent to be elected;

- information on the candidates nominated to the auditor position of OJSC "Magnit";

- draft of the OJSC "Magnit" Charter in the new edition;

- draft of the Provision on collegial executive body (Management Board) of OJSC "Magnit";

- draft of the Provision on the OJSC "Magnit" board of directors in the new edition;

- draft of the Provision on OJSC "Magnit" sole executive body (Chief Executive Officer) in the new edition;

- draft of the Provision on OJSC "Magnit" Revision committee in the new edition;

- draft of the Provision on the general OJSC "Magnit" shareholders' meeting in the new edition;

- information on the amendments to the Charter and internal documents of the company;

- information on transactions the approval of which is included into the agenda of the general shareholders' meeting;

- draft decisions of the agenda items of the annual general shareholders' meeting.

 

To instruct the sole executive body to provide access to the information materials hereof starting May 25, 2010 from 10 AM to 5 PM (break from 12:30 PM to 1:30 PM) at the following addresses:

- 18 Kolkhoznaya street, Krasnodar, Russia, CEO's office; and

- 15/5 Solnechnaya street, Krasnodar, Russia, CEO's office."

 

The minutes w/o N are executed as of April 27, 2010.

 

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 December 31, 2009 the chain consisted of 3,204 convenience stores and 24 hypermarkets in 1,048 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 and Urals regions.

 

As of December 31, 2009 the Company operated an in-house logistics system consisting of 9 distribution centers, employing automated stock replenishment systems and a fleet of 1,453 vehicles.

 

In accordance with the audited IFRS consolidated financial statements for the twelve months ended December 31, 2009, the Company recorded consolidated revenue of approximately US$5,354 million and consolidated EBITDA of around US$509 million.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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