12th Mar 2012 07:00
Press-release
Krasnodar
March 11, 2012
OJSC "Magnit" announces the results of the BOD meeting
Krasnodar, March 11, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on March 7, 2012.
Dear Ladies and Gentlemen!
We would like to inform you that the BOD meeting was held on March 7, 2012 (minutes of BOD of OJSC "Magnit" are w/o No. of March 7, 2012).
The meeting agenda:
1. Approval of the related party transactions,
2. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the LLC "Tandem" shares owned by the Company,
3. Ratification of Regulations on information policy of OJSC "Magnit" in the new edition.
The following BOD members were present: S. Galitskiy, K. Pombukhchan, A. Arutyunyan, V. Butenko, A. Shkhachemukov.
A. Zayonts and A. Makhnev provided their written opinions on the items of the agenda of the BOD meeting of OJSC "Magnit".
The number of the BOD members participated in the meeting, including written opinions of A. Zayonts and A. Makhnev, amounts to not less than half of the number of the BOD members determined by the Charter of the Company.
Quorum to hold the BOD meeting with this agenda is present.
On the items 1.1-1.11 of the agenda:
Votes cast is as follows:
A. Arutyunyan - "abstained from voting", V. Butenko - "for", S. Galitskiy - "abstained from voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "abstained from voting", A. Shkhachemukov - "for".
The decision is made.
Content of decisions:
On the item 1.1 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - non-residential premises №2, with a total space of 672.6 sq. m, floor: 1, letter: A, located at the address: 7 b Zhilaya street, Astrakhan, Astrakhan region, Russia - to the Lessee at a fee for temporary possession and use;
• lease fee: 300,000 (three hundred thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.2 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - department store №1, purpose: non-residential, with a total space of 1163 sq. m, identification number: 12:401:02:000172680:0100:20000, letter: A, number of floors: 1, located at the address: 55 Zvezdnaya street, Astrakhan, Astrakhan region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 418,000 (four hundred and eighteen thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.3 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - non-residential building ("Magnit" store - letter A, A1), purpose: non-residential, 2-storey (1 lower ground floor) with a total space of 2342.9 sq. m., identification number: 90:230:002:000003190, letter A, A1, located at the address: 39 Kirova street, Mozdok, Mozdoksky district, Republic of North Ossetia-Alania - to the Lessee at a fee for temporary possession and use;
• lease fee: 660,000 (six hundred and sixty thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.4 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - premises №201, purpose: non-residential, with a total space of 454.6 sq. m, on the 1st floor of the building, letter A2A3, located at the address: 77 Ogorodnaya street, Saratov, Saratov region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 220,000 (two hundred and twenty thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.5 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - integrated premises, with a total space of 318.9 sq. m, floor plan numbers 1,2,3,4,5,6,7,8,9,10,11,12,13,15, on the 1st floor of the building, letter A, located at the address: 27 Sevastopolskaya street, Azov, Rostov region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 152,600 (one hundred fifty two thousand and six hundred) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.6 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - shopping centre, purpose: non-residential, with a total space of 1376.9 sq. m, letter A, identification number: 60:218:001:100025510, located at the address: 18 K.Marks street, Zernograd, Zernogradskiy district, Rostov region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 578,700 (five hundred seventy eight thousand and seven hundred) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.7 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - non-residential premises, with a total space of 311.2 (three hundred and eleven point two) sq. m, floor plan numbers 25-43, on the 1st floor of the building, letter A, located at the address: bld.2, 2 Yubileynaya street, Shchekino, Tula region - to the Lessee at a fee for temporary possession and use;
• lease fee: 140,000 (one hundred and forty thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.8 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - non-residential premises, with a total space of 471.3 sq. m, 1-storey, identification number: 63:422:001:004000290:A2,A,A1, letterA2AA1, located at the address: 34в Lenina prospect, Marks, Saratov region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 188,500 (one hundred eighty eight thousand and five hundred) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.9 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - non-residential building of the general store, with a total space of 505.8 sq. m, letter A, located at the address: 118 Mira street, Labinsk, Krasnodar region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 202,000 (two hundred and two thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.10 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
• subject of the transaction: The Lessor shall provide real property - non-residential store building, with a total space of 382.3 sq. m, identification number: 11614, letter B, number of floors: 1, cadastral (or identification) number: 23-23-37/046/2007-221, located at the address: 239 Sovetskoy Armii street, Armavir, Krasnodar region, Russian Federation - to the Lessee at a fee for temporary possession and use;
• lease fee: 200,000 (two hundred thousand) rubles 00 kopecks per month, incl. VAT;
• leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 1.11:
"To approve the loan agreement (several associated loan agreements) which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
• parties of the transaction (transactions): lender - OJSC "Magnit", borrower - JSC "Tander";
• subject of the transaction (transactions): loan of funds;
• price (amount) of the transaction (transactions): 800,000,000 (eight hundred million) rubles;
• interest rate on loan: not more than 12% (twelve percent) per annum;
• deadline to fulfill obligations under the transaction (transactions): up to 3 (three) years from the time of execution (term of repayment of principal loan and interests).
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 2 of the agenda:
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
Content of decision:
To recommend the sole executive body of OJSC "Magnit" which is a shareholder of LLC "Tandem" to make the following decisions at the exercise of the voting right on the LLC "Tandem" shares owned by the Company:
1. Early termination of authority of LLC "Tandem" director Stepan Meshchiryakov.
2. To elect Aleksandr Protsenko as LLC "Tandem" director [the information is disclosed according to the requirements of the Federal law "On Personal information"].
3. To change information on the main kind of the company's activity and introduce these alterations in the Unified State Register of Legal Entities. A new kind of activity: 70.20.2 - letting of the owned non-residential real estate.
4. To enter information on additional kinds of activity in the Unified State Register of Legal Entities: 74.30.9 - Other activity related to technical control, testing and analysis; 51.56.4 - Acquisition and sale of electric power (without its transmission and distribution).
5. Due to change of information on kinds of the Company's activity to ratify the Charter of Limited Liability Company "Tandem" in the new edition.
On the item 3 of the agenda:
Votes cast is as follows:
A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".
The decision is made.
Content of decision:
"To ratify the Regulation on information policy of open joint-stock company "Magnit" in the new edition".
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, 2011 the chain consisted of 5,006 convenience stores, 93 hypermarkets and 210 cosmetics stores (drogerie) in 1,389 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 December 31, 2011 the Company operated an in-house logistics system consisting of 14 distribution centers, employing automated stock replenishment systems and a fleet of 3,906 vehicles.
In accordance with the unaudited IFRS management accounts for 2011, the Company recorded consolidated revenue of approximately US$ 11,423 million and consolidated EBITDA of around US$ 934 million.
Related Shares:
MGNT.L