3 Jun 2016 16:39
PJSC MAGNIT - AGM ResultsPJSC MAGNIT - AGM Results
PR Newswire
London, June 3
Press-release
Krasnodar
June 3, 2016
PJSC “Magnit” Announces AGM Results
Krasnodar, June 3, 2016: PJSC “Magnit”, Russia’s largest food retailer (the “Company”; MOEX and LSE: MGNT), announces the results of the Annual General Shareholders Meeting and the dividend payment.
Type of the general meeting (annual (ordinary), extraordinary) – annual general shareholders meeting;
Form of the general meeting – meeting (joint presence).
Date, venue and time of the general meeting:
Date of AGM: June 2, 2016.
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.
Time: 11:00 am – 11:45 am Moscow time.
Quorum of AGM:
Number of votes on the Company’s voting shares on each agenda item of the AGM, determined in accordance with the provisions of the clause 4.20 of the Regulations on the additional requirements to the procedure of preparation, calling and holding of the general shareholders meeting, approved by the order of the Federal Financial Markets Service of Russia as of February 2, 2012, No. 12-6/pz-n:
on the agenda item No.1 “Approval of the PJSC “Magnit” annual report for the year 2015” – 94,561,355 votes;
on the agenda item No.2 “Approval of the annual accounting (financial) reports of PJSC “Magnit” – 94,561,355 votes;
on the agenda item No.3 “Approval of allocation of profit (including payment (declaration) of dividends) and loss of PJSC “Magnit” following the 2015 reporting year results” – 94,561,355 votes;
on the agenda item No.4 “Election of the Board of directors of PJSC “Magnit” – 661,929,485 votes;
on the agenda item No.5 “Election of the Revision commission of PJSC “Magnit” – 59,143,853 votes;
on the agenda item No.6 “Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the Russian accounting standards” – 94,561,355 votes;
on the agenda item No.7 “Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the IFRS” - 94,561,355 votes;
on the agenda item No.8.1 “Approval of the major related party transactions” – 92,191,965 votes;
on the agenda item No.8.2 “Approval of the major related party transactions” - 92,191,965 votes;
on the agenda item No.8.3 “Approval of the major related party transactions” - 92,191,965 votes;
on the agenda item No.8.4 “Approval of the major related party transactions” - 92,191,965 votes;
on the agenda item No.8.5 “Approval of the major related party transactions” - 92,191,965 votes.
Number of votes of shareholders who participated in the general meeting:
on the agenda item No.1 “Approval of the PJSC “Magnit” annual report for the year 2015” – 71,017,134 votes;
on the agenda item No.2 “Approval of the annual accounting (financial) reports of PJSC “Magnit” – 71,017,134 votes;
on the agenda item No.3 “Approval of allocation of profit (including payment (declaration) of dividends) and loss of PJSC “Magnit” following the 2015 reporting year results” – 71,017,134 votes;
on the agenda item No.4 “Election of the Board of directors of PJSC “Magnit” – 493,919,454 votes;
on the agenda item No.5 “Election of the Revision commission of PJSC “Magnit” – 35,599,632 votes;
on the agenda item No.6 “Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the Russian accounting standards” – 71,017,134 votes;
on the agenda item No.7 “Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the IFRS” - 71,017,134 votes.
Number of votes of shareholders who participated in the general meeting and are not interested in execution of transactions by the company:
on the agenda item No.8.1 “Approval of the major related party transactions” – 68,684,949 votes;
on the agenda item No.8.2 “Approval of the major related party transactions” - 68,684,949 votes;
on the agenda item No.8.3 “Approval of the major related party transactions” - 68,684,949 votes;
on the agenda item No.8.4 “Approval of the major related party transactions” - 68,684,949 votes;
on the agenda item No.8.5 “Approval of the major related party transactions” - 68,684,949 votes.
Quorum is present to adopt the decisions on all the agenda items of the annual General shareholders meeting of PJSC “Magnit”.
Agenda:
1. Approval of the PJSC “Magnit” annual report for the year 2015.
2. Approval of the annual accounting (financial) reports of PJSC “Magnit”.
3. Approval of allocation of profit (including payment (declaration) of dividends) and loss of PJSC “Magnit” following the 2015 reporting year results.
4. Election of the Board of directors of PJSC “Magnit”.
5. Election of the Revision commission of PJSC “Magnit”.
6. Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the Russian accounting standards.
7. Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the IFRS.
8. Approval of the major related party transactions.
Voting results:
On the 1st agenda item “Approval of the PJSC “Magnit” annual report for the year 2015”:
«for» - 70,559,501 votes, which amounts to 99.3556% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 60 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;
«abstained» - 457,364 votes, which amounts to 0.6440% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To approve the PJSC “Magnit” annual report for the year 2015”.
On the 2nd agenda item “Approval of the annual accounting (financial) reports of PJSC “Magnit”:
«for» - 70,536,557 votes, which amounts to 99.3233% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 60 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;
«abstained» - 480,310 votes, which amounts to 0.6763% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To approve the annual accounting (financial) reports of PJSC “Magnit” for the year 2015”.
On the 3rd agenda item “Approval of allocation of profit (including payment (declaration) of dividends) and loss of PJSC “Magnit” following the 2015 reporting year results”:
«for» - 70,993,392 votes, which amounts to 99.9666% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 74 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;
«abstained» - 23,461 votes, which amounts to 0.0330% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To approve the following allocation of PJSC “Magnit” profit following the 2015 reporting year results:
1) To pay dividends on ordinary registered shares of PJSC “Magnit” in the amount of 3,999,945,316.50 rubles (Three billion nine hundred and ninety nine million nine hundred and forty five thousand three hundred and sixteen rubles fifty kopecks), which amounts to 42.30 rubles (Forty two rubles thirty kopecks) per one ordinary share.
To pay dividends as follows:
a. payment of dividends shall be executed in monetary funds;
b. to appoint the following dividend record date: June 17, 2016;
c. to pay dividends in accordance with the procedure and within the time limit established by the legislation of the Russian Federation.
2) To pay the following remuneration to the members of the Board of directors of PJSC “Magnit”:
a. to pay remuneration for participation in the Board of directors in the amount determined by the “Regulations on the Board of directors of PJSC “Magnit”,
b. not to pay the year-end remuneration.
3) Not to pay remuneration to the members of the Revision commission of PJSC “Magnit”.
4) Not to pay year-end remuneration to the members of the Management Board of PJSC “Magnit”.
5) To direct the unallocated net profit for the development of PJSC “Magnit”.
On the 4th agenda item “Election of the Board of directors of PJSC “Magnit”:
«for» - 493,914,148 votes, which amounts to 99.9989% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against all candidates» - 0 votes, which amounts to 0.00% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained regarding all candidates» - 3,528 votes, which amounts to 0.0007% 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:
Aleksandr Aleksandrov – 90,129,929 votes;
Sergey Galitskiy – 60,538,425 votes;
Vladimir Gordeychuk – 54,114,841 votes;
Alexander Zayonts – 90,047,349 votes;
Khachatur Pombukhchan – 54,728,523 votes;
Alexey Pshenichniy – 90,078,969 votes;
Aslan Shkhachemukov – 54,063,140 votes.
Adopted decision:
“To elect the following seven candidates to the Board of directors of PJSC “Magnit”:
Aleksandr Aleksandrov
Sergey Galitskiy;
Vladimir Gordeychuk;
Alexander Zayonts;
Khachatur Pombukhchan;
Alexey Pshenichniy;
Aslan Shkhachemukov”.
On the 5th agenda item “Election of the Revision commission of PJSC “Magnit”:
on Roman Efimenko as a candidate:
«for» - 34,773,372 votes, which amounts to 97.6790% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 243,571 votes, which amounts to 0.6842% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 582,481 votes, which amounts to 1.6362 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
on Anzhela Udovichenko as a candidate:
«for» - 34,770,372 votes, which amounts to 97.6706% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 247,471 votes, which amounts to 0.6952% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 581,581 votes, which amounts to 1.6337 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
on Denis Fedotov as a candidate:
«for» - 34,770,372 votes, which amounts to 97.6706% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 247,471 votes, which amounts to 0.6952% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 581,581 votes, which amounts to 1.6337 % 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 three candidates to the Revision commission of PJSC “Magnit”:
1. Roman Efimenko;
2. Anzhela Udovichenko;
3. Denis Fedotov”.
On the 6th agenda item “Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the Russian accounting standards”
«for» - 69,459,197 votes, which amounts to 97.8063% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 343,111 votes, which amounts to 0.4831% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1,214,618 votes, which amounts to 1.7103% 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 Audit firm “Faber Lex” (Taxpayer Id. Number 2308052975, location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region) as the auditor of PJSC “Magnit” statements prepared in accordance with the Russian accounting standards”.
On the 7th agenda item “Approval of the auditor of PJSC “Magnit” statements prepared in accordance with the IFRS”:
«for» - 69,451,645 votes, which amounts to 97.7956% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 350,652 votes, which amounts to 0.4938% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1,214,628 votes, which amounts to 1.7103% 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 (Taxpayer Id. Number 7709383532, location: bld.1, 77 Sadovnicheskaya embankment, Moscow, 115035) as the auditor of PJSC “Magnit” statements prepared in accordance with the IFRS”.
On the 8.1 agenda item “Approval of the major related party transactions”:
«for» - 68,569,925 votes, which amounts to 74.3773% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 3,693 votes, which amounts to 0.0040% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 111,124 votes, which amounts to 0.1205% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To approve the loan agreement (several related loan agreements), which the Company plans to execute in future with Joint Stock Company “Tander” and which is the major related party transaction with the following essentials:
1. Parties of the transaction (transactions): the lender – PJSC “Magnit”, the borrower – JSC “Tander”;
2. Subject of the transaction (transactions): loan of funds;
3. Maximum price (amount) of the transaction (transactions): up to 54,000,000,000 (Fifty four billion) rubles;
4. Loan interest rate (per annum): not more than 125 (One hundred and twenty five) percent of the key interest rate of the Bank of Russia (published on the official website of the Bank of Russia on the Internet (www.cbr.ru)) as of the loan issue date;
5. Time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years from the time of its execution (the time of repayment of the loan amount and interest).
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the loan agreement (several related loan agreements), can amount to 25 or more percent of the book value of the Company’s assets, determined by the accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements to the loan agreement (several related loan agreements) changing the loan terms, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof”.
On the 8.2 agenda item “Approval of the major related party transactions”:
«for» - 67,735,153 votes, which amounts to 73.4719% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 3,693 votes, which amounts to 0.0040% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 945,895 votes, which amounts to 1.0260% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To approve the additional agreement, which the Company plans to execute in future, to the guarantee agreement of the legal entity No. 4210/3-2015 of August 25, 2015 (hereinafter – the Guarantee agreement) executed by the Company (hereinafter – the Guarantor) with Joint Stock Company “Russian Agricultural Bank” (hereinafter – the Creditor) as security for obligation of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to the Creditor under the General agreement on procedure of execution of the credit transactions No. 4210/2-2015 of August 25, 2015 and the additional agreement to it which the Company plans to execute in future (hereinafter – the Agreement), and which is the major related party transaction with the following essentials:
1. The Guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Agreement on the following terms:
1.1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
1.2. The total credit limit under the Agreement (the credit amount which may be granted under the Agreement) shall not exceed 33,000,000,000 (Thirty three billion) rubles;
1.3. The maximum term of the individual credit granted under the Agreement shall not exceed 60 (Sixty) calendar days;
1.4. The maximum interest rate for the use of the credits granted under the Agreement shall not exceed 30% (Thirty) percent per annum;
1.5. The term of the Agreement – not more than 24 (Twenty four) months from the date of conclusion of the Agreement. The term of the Guarantee agreement shall be not less than the term of the Agreement extended for 180 (One hundred and eighty) calendar days.
1.6. Conditions, procedure of granting and repayment of the credit amounts, interest and other payments are determined by the Agreement.
1.7. The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligations by the Borrower under the Agreement, including principal amount of debt, interest, penalties;
2. If for any reason the Agreement is declared invalid/unconcluded, the Guarantor shall secure the fulfillment of obligations by the Borrower on repayment to the Creditor of the monetary funds received by the Borrower from the Creditor under the invalid/ unconcluded Agreement in the amount determined by the agreement between the Borrower and the Creditor, and without such agreement – by the legislation of the Russian Federation.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the Guarantee agreement, may amount to 25 or more percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements on amendments to the Guarantee agreement related to changes of the Agreement terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof”.
On the 8.3 agenda item “Approval of the major related party transactions”:
«for» - 68,529,764 votes, which amounts to 74.3338% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 3,693 votes, which amounts to 0.0040% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 111,135 votes, which amounts to 0.1205% 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 the Company plans to execute in future as security for obligations of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Joint Stock Company “ALFA-BANK” (hereinafter – the Creditor) under the credit agreements which the Borrower plans to execute in future, and which are together the major related party transaction with the following essentials:
Credit agreement 1:
1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement 1, which the Borrower plans to execute in future on the following terms:
1.1. The Creditor shall provide the Borrower with monetary funds in Russian rubles (hereinafter – the “Credits”) in the form of the revolving credit line (hereinafter – the “Credit line”);
1.2. Within the limits of the Credit line the Borrower shall be entitled to receive credits, on which the maximum amount of the aggregate debt on any day of the term of the Credit line shall not exceed 13,000,000,000 (Thirteen billion) rubles (“Limit of indebtedness”);
1.3. The term of the Credit line – on or before 31.12.2020. The Borrower shall repay all received credits by the maturity date of the Credit line (inclusive);
1.4. The Credits within the term of the Credit Line shall be provided for not more than 36 (Thirty six) months;
1.5. The interest rate: not more than 35 (Thirty five) percent per annum;
1.6. In case of undue repayment of Credits, the Creditor is entitled to charge the Borrower a penalty in the amount of 0.1 percent of the amount of the outstanding liability per each overdue day, but not lower than the dual key interest rate of the Bank of Russia effective on the day for which the penalty is charged.
1.7. The terms and procedure of granting and repayment of the credit amounts (including the amount of any remuneration paid to the Creditor by the Borrower), penalties for the violation of terms and conditions of the Credit agreement 1 by the Borrower shall be determined by the Credit agreement 1.
2. The guarantee agreement shall also secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement 1 fixed by the valid judgment on repayment to the Creditor of the monetary funds received by the Borrower and on the payment of interest for the use of third-party monetary funds charged on the amount of unreasonable gain of the Borrower.
Credit agreement 2:
1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement 2, which the Borrower plans to execute in future on the following terms:
1.1. The Creditor shall provide the Borrower with monetary funds in Russian rubles (hereinafter – the “Credits”) in the form of the revolving credit line (hereinafter – the “Credit line”);
1.2. Within the limits of the Credit line the Borrower shall be entitled to receive Credits, on which the maximum amount of the aggregate debt on any day of the term of the Credit line shall not exceed 8,000,000,000 (Eight billion) rubles (“Limit of indebtedness”);
1.3. The term of the Credit line – on or before 31.12.2020. The Borrower shall repay all received Credits by the maturity date of the Credit line (inclusive);
1.4. The Credits within the term of the Credit Line shall be provided for not more than 36 (Thirty six) months;
1.5. The interest rate: not more than 35 (Thirty five) percent per annum;
1.6. In case of undue repayment of Credits, the Creditor is entitled to charge the Borrower a penalty in the amount of 0.1 percent of the amount of the outstanding liability per each overdue day, but not lower than the dual key interest rate of the Bank of Russia effective on the day for which the penalty is charged.
1.7. The terms and procedure of granting and repayment of the credit amounts (including the amount of any remuneration paid to the Creditor by the Borrower), penalties for the violation of terms and conditions of the Credit agreement 2 by the Borrower shall be determined by the Credit agreement 2.
2. The guarantee agreement shall also secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement 2 fixed by the valid judgment on repayment to the Creditor of the monetary funds received by the Borrower and on the payment of interest for the use of third-party monetary funds charged on the amount of unreasonable gain of the Borrower.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement (several related guarantee agreements), can amount to 25 and more percent of the book value of the Company’s assets, determined by the data of its accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the data of its accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements on amendments to the guarantee agreements related to changes of the credit agreements terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof”.
On the 8.4 agenda item “Approval of the major related party transactions”:
«for» - 68,526,905 votes, which amounts to 74.3307% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 3,693 votes, which amounts to 0.0040% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 111,135 votes, which amounts to 0.1205% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the guarantee agreement (several related guarantee agreements), which the Company (hereinafter – the Guarantor) plans to execute in future as security for obligation of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Public Joint Stock Company ROSBANK (hereinafter – the Creditor) under the agreements of revolving and (or) non-revolving credit lines (hereinafter – the Credit agreements), which the Borrower plans to execute in future, and which is the major related party transaction with the following essentials:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles, in US dollars, in Euros;
2. Total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 39,000,000,000 (Thirty nine billion) rubles or shall be equivalent to this amount in US dollars or Euros at the exchange rate of the Bank of Russia as of the date of financing provision;
3. The credit shall be provided in the form of individual credits under the Credit agreements;
4. The term of the Credit agreements shall not exceed 12 (Twelve) months (inclusive) from the signing date of each Credit agreement;
5. Each individual credit shall be provided for the period not exceeding 12 (Twelve) months;
6. The interest rate for the credits use including charges shall not exceed 30 (Thirty) percent per annum;
7. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
8. Maximum price (amount) of the guarantee agreement: the total amount of the Guarantor’s obligations shall not exceed 51,000,000,000 (Fifty one billion) rubles.
9. The term of the guarantee agreement – not more than 3 (Three) years from the date of conclusion of the guarantee agreement.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement (several related guarantee agreements), can amount to 25 and more percent of the book value of the Company’s assets, determined by the data of its accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the data of its accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements on amendments to the guarantee agreement (several related guarantee agreements) related to changes of the Credit agreements terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof”.
On the 8.5 agenda item “Approval of the major related party transactions”:
«for» - 67,691,619 votes, which amounts to 73.4246% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 3,693 votes, which amounts to 0.0040% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 945,884 votes, which amounts to 1.0260% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the guarantee agreement (several related guarantee agreements), which the Company plans to execute in future as security for obligation of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Public Joint Stock Company “Sberbank of Russia” (hereinafter – the Creditor) under the agreements on the opening of revolving / non-revolving credit line and (or) under the General agreements on the opening of revolving framework credit line with tiered interest rates (hereinafter – the Agreements), which the Borrower plans to execute in future, and which is the major related party transaction with the following essentials:
1. Within the Agreements the Creditor and the Borrower shall execute separate credit transactions (hereinafter – the Credit transactions) by signing confirmations containing essentials of the Credit transaction;
2. The total credit limit for Agreements shall not exceed 24,000,000,000 (Twenty four billion) rubles;
3. The term of the credit under any Credit transaction shall not exceed 4 (Four) years;
4. The interest rate for the credit use shall not exceed 30 (Thirty) percent per annum;
5. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Agreement;
6. Maximum price (amount) of the guarantee agreement: the total amount of obligations of the Guarantor shall not exceed 53,000,000,000 (Fifty three billion) rubles.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, can amount to 25 and more percent of the book value of the Company’s assets, determined by the data of its accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the data of its accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements on amendments to the guarantee agreement (several related guarantee agreements) related to changes of the Agreements terms and conditions, including but not limited to the change of the interest rates, credit amount and period of the credit provision within the limits hereof”.
The minutes w/o No. are executed as of June 3, 2016.
Identification characteristics of securities the holders of which are entitled to participate in the general shareholders meeting of the issuer: ordinary registered uncertified shares, state registration number
1-01-60525-P of 04.03.2004, International Stock Identification Number (ISIN) RU000A0JKQU8.
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations Department press@magnit.ru |
Company description:
Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2016, Magnit operated 34 distribution centers and about 12,434 stores (9,715 convenience, 382 hypermarkets, and 2,337 drogerie stores) in 2,385 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS results for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.