8 Jun 2015 08:01
PJSC MAGNIT - AGM ResultsPJSC MAGNIT - AGM Results
PR Newswire
London, June 8
Press-release
Krasnodar
June 8, 2015
PJSC “Magnit” Announces AGM Results
Krasnodar, June 8, 2015: 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, 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 4, 2015.
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.
Time: registration – 10:00 am Moscow time, AGM – 11:00 am Moscow time.
Quorum of AGM:
Number of votes of shareholders included into the list of persons entitled to participate in the general meeting:
on the agenda item ? 1 “Approval of the annual report of PJSC “Magnit” – 94,561,355 votes;
on the agenda item ? 2 “Approval of the annual accounting (financial) reports of PJSC “Magnit” (including the profit and loss statement)” – 94,561,355 votes;
on the agenda item ? 3 “Allocation of profit (including payment (declaration) of dividends) and losses of PJSC “Magnit” following 2014 financial year results” – 94,561,355 votes;
on the agenda item ? 4 “Election of the Board of directors of PJSC “Magnit” – 94,561,355 votes;
on the agenda item ? 5 “Election of the Revision commission of PJSC “Magnit” – 661,929,485 votes;
on the agenda item ? 6 “Approval of the auditor of PJSC “Magnit” in accordance with the Russian accounting standards” – 94,561,355 votes;
on the agenda item ? 7 “Approval of the auditor of PJSC “Magnit” in accordance with the IFRS” - 94,561,355 votes;
on the agenda item ? 8 “Ratification of the Charter of PJSC “Magnit” in the new edition” - 94,561,355 votes;
on the agenda item ? 9 “Approval of the Regulations on the Board of directors of PJSC “Magnit” in the new edition” - 94,561,355 votes.
Number of votes of shareholders included into the list of persons entitled to participate in the general meeting and not interested in execution of transactions by the company:
on the agenda item ? 10.1 “Approval of the major related party transactions” – 90,650,311 votes;
on the agenda item ? 10.2 “Approval of the major related party transactions” - 90,650,311 votes;
on the agenda item ? 10.3 “Approval of the major related party transactions” - 90,650,311 votes;
on the agenda item ? 10.4 “Approval of the major related party transactions” - 90,650,311 votes;
on the agenda item ? 10.5 “Approval of the major related party transactions” - 90,650,311 votes;
on the agenda item ? 10.6 “Approval of the major related party transactions” - 90,650,311 votes;
on the agenda item ? 11.1 “Approval of the related party transactions” - 90,650,311 votes;
on the agenda item ? 11.2 “Approval of the related party transactions” - 90,650,311 votes;
on the agenda item ? 11.3 “Approval of the related party transactions” - 90,650,311 votes;
on the agenda item ? 11.4 “Approval of the related party transactions” - 90,650,311 votes.
Number of votes of shareholders who participated in the general meeting:
on the agenda item ? 1 “Approval of the annual report of PJSC “Magnit”. – 72,872,712 votes;
on the agenda item ? 2 “Approval of the annual accounting (financial) reports of PJSC “Magnit” (including the profit and loss statement)” – 72,872,712 votes;
on the agenda item ? 3 “Allocation of profit (including payment (declaration) of dividends) and losses of PJSC “Magnit” following 2014 financial year results” – 72,872,712 votes;
on the agenda item ? 4 “Election of the Board of directors of PJSC “Magnit” – 509,640,194 votes;
on the agenda item ? 5 “Election of the Revision commission of PJSC “Magnit” – 38,152,002 votes;
on the agenda item ? 6 “Approval of the auditor of PJSC “Magnit” in accordance with the Russian accounting standards” – 72,872,712 votes;
on the agenda item ? 7 “Approval of the auditor of PJSC “Magnit” in accordance with the IFRS” - 72,872,712 votes;
on the agenda item ? 8 “Ratification of the Charter of PJSC “Magnit” in the new edition” - 72,872,712 votes;
on the agenda item ? 9 “Approval of the Regulations on the Board of directors of PJSC “Magnit” in the new edition” - 72,872,712 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 ? 10.1 “Approval of the major related party transactions” – 69,033,644 votes;
on the agenda item ? 10.2 “Approval of the major related party transactions” - 69,033,644 votes;
on the agenda item ? 10.3 “Approval of the major related party transactions” - 69,033,644 votes;
on the agenda item ? 10.4 “Approval of the major related party transactions” - 69,033,644 votes;
on the agenda item ? 10.5 “Approval of the major related party transactions” - 69,033,644 votes;
on the agenda item ? 10.6 “Approval of the major related party transactions” - 69,033,644 votes;
on the agenda item ? 11.1 “Approval of the related party transactions” - 69,033,644 votes;
on the agenda item ? 11.2 “Approval of the related party transactions” - 69,033,644 votes;
on the agenda item ? 11.3 “Approval of the related party transactions” - 69,033,644 votes;
on the agenda item ? 11.4 “Approval of the related party transactions” - 69,033,644 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 annual report of PJSC “Magnit”.
2. Approval of the annual accounting (financial) reports of PJSC “Magnit” (including the profit and loss statement).
3. Allocation of profit (including payment (declaration) of dividends) and losses of PJSC “Magnit” following 2014 financial 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” in accordance with the Russian accounting standards.
7. Approval of the auditor of PJSC “Magnit” in accordance with the IFRS.
8. Ratification of the Charter of PJSC “Magnit” in the new edition.
9. Ratification of the Regulations on the Board of directors of PJSC “Magnit” in the new edition.
10. Approval of the major related party transactions.
11. Approval of the related party transactions.
Voting results:
On the 1st agenda item “Approval of the annual report of PJSC “Magnit”:
«for» - 72,834,967 votes, which amounts to 99.9482% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 36,795 votes, which amounts to 0.0505% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 676 votes, which amounts to 0.0009% 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 report of PJSC “Magnit” for the year 2014”.
On the 2nd agenda item “Approval of the annual accounting (financial) reports of PJSC “Magnit” (including the profit and loss statement)”:
«for» - 72, 834,435 votes, which amounts to 99.9475% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 37,317 votes, which amounts to 0.0512% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 686 votes, which amounts to 0.0009% 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 (including the profit and loss statement) of PJSC “Magnit” for the year 2014”.
On the 3rd agenda item “Allocation of profit (including payment (declaration) of dividends) and losses of PJSC “Magnit” following 2014 financial year results”:
«for» - 72,834,355 votes, which amounts to 99.9474% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 37,317 votes, which amounts to 0.0512% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 676 votes, which amounts to 0.0009% 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 according to 2014 financial year results:
1) To pay dividends on ordinary registered shares of PJSC “Magnit” in the amount of 12,535,998,832.35 rubles (Twelve billion five hundred and thirty five million nine hundred and ninety eight thousand eight hundred and thirty two rubles thirty five kopecks), which amounts to 132.57 rubles (One hundred and thirty two rubles fifty seven kopecks) per one ordinary share.
To pay dividends as follows:
- payment of dividends shall be executed in monetary funds;
-to appoint the following date as of which the shareholders entitled to receive dividends are determined: June 19, 2015;
- 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”:
- to pay remuneration for participation in the Board of directors in the amount determined by the Regulations on the Board of directors of OJSC “Magnit”,
-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» - 504,578,529 votes, which amounts to 99.0068% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 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» - 595 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.
Votes cast «for» the election of the corresponding candidate is as follows:
Andrey Arutyunyan – 50 705 568 votes;
Sergey Galitskiy – 55,375,715 votes;
Alexander Zayonts – 95,397,381 votes;
Aleksandr Aleksandrov – 98,023,336 votes;
Khachatur Pombukhchan – 59,107,757 votes;
Alexey Pshenichniy – 94,691,398 votes;
Aslan Shkhachemukov – 51,270,574 votes.
Adopted decision:
“To elect the following seven candidates to the Board of directors of PJSC “Magnit”:
Andrey Arutyunyan;
Sergey Galitskiy;
Alexander Zayonts;
Aleksandr Aleksandrov
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» - 37,911,917 votes, which amounts to 99.3707% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 107,614 votes, which amounts to 0.2821% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 132,207 votes, which amounts to 0.3465% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
on Angela Udovichenko as a candidate:
«for» - 37,899,052 votes, which amounts to 99.3370% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 120,478 votes, which amounts to 0.3158% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 132,208 votes, which amounts to 0.3465% 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» - 37,899,052 votes, which amounts to 99.3370% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 120,478 votes, which amounts to 0.3158% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 132,208 votes, which amounts to 0.3465% 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”:
Roman Efimenko;
Angela Udovichenko;
Denis Fedotov”.
On the 6th agenda item “Approval of the auditor of PJSC “Magnit” in accordance with the Russian accounting standards”
«for» - 72,311,431 votes, which amounts to 99.2298% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 221,235 votes, which amounts to 0.3036% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 339,782 votes, which amounts to 0.4663% 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 Leks” (Taxpayer Id. Number 2308052975, location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region) as the auditor of PJSC “Magnit” in accordance with the Russian accounting standards”.
On the 7th agenda item “Approval of the auditor of PJSC “Magnit” in accordance with the IFRS”:
«for» - 71,949,848 votes, which amounts to 98.7336% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 582,819 votes, which amounts to 0.7998% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 339,781 votes, which amounts to 0.4663% 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” in accordance with the IFRS”.
On the 8th agenda item “Ratification of the Charter of PJSC “Magnit” in the new edition”:
«for» - 72,596,113 votes, which amounts to 99.6204% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 141,487 votes, which amounts to 0.1942% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 134,848 votes, which amounts to 0.1850% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To ratify the Charter of PJSC “Magnit” in the new edition”.
On the 9th agenda item “Ratification of the Regulations on the Board of directors of PJSC “Magnit” in the new edition”:
«for» - 72,596,113 votes, which amounts to 99.6204% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 141,487 votes, which amounts to 0.1942% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 134,848 votes, which amounts to 0.1850% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
“To ratify the Regulations on the Board of directors of PJSC “Magnit” in the new edition”.
On the 10.1 agenda item “Approval of the major related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the loan agreement (several associated loan agreements) which the Company plans to execute in future with JSC “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 45,000,000,000 (Forty five billion) rubles;
4. Loan interest rate (per annum): not more than 180 (One hundred and eighty) 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 associated loan agreements), can 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”.
On the 10.2 agenda item “Approval of the major related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% 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 are the major related party transactions and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to Public joint-stock company ROSBANK (hereinafter – the Creditor) under the agreements on revolving and (or) non-revolving lines of credit (hereinafter – the Credit agreements) with the following essentials:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles, in US dollars, in Euros;
2. The total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 28,000,000,000 (Twenty eight 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 provision of the credit;
3. The credit shall be provided in the form of individual credits under the Credit agreements for the purpose of working capital financing and/or financing of current operations;
4. The term of the Credit agreements shall not exceed 12 (Twelve) months (inclusive) since the signing date of each agreement;
5. Each individual credit shall be provided for the period not exceeding 12 (Twelve) months;
6. The interest period for rates in US dollars, Euros and Russian rubles may be equal to any calendar period of up to 12 (Twelve) months (inclusive) if agreed by the parties of the Credit agreement;
7. The interest rate for the credit use including charges shall not exceed 30 (Thirty) percent per annum;
8. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
9. The maximum price (amount) of the guarantee agreements: the aggregate amount of obligations of the Guarantor shall not exceed 37,000,000,000 (Thirty seven billion) rubles.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, can 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”.
On the 10.3 agenda item “Approval of the major related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% 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 are the major related party transactions and which the Company (hereinafter – the Guarantor) plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to Open joint-stock company “Sberbank of Russia” (hereinafter - the Creditor) under the agreements on opening of revolving and (or) non-revolving lines of credit (hereinafter – the Credit agreements) with the following essentials:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles;
2. The total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 15,000,000,000 (Fifteen billion) rubles;
3. The term of the credit use under each Credit agreement shall not exceed 3 (Three) years;
4. The interest rate for the credit use including charges shall not exceed 25 (Twenty five) percent per annum;
5. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
6. The maximum price (amount) of the guarantee agreements: the aggregate amount of obligations of the Guarantor shall not exceed 24,000,000,000 (Twenty four billion) rubles.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, can 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”.
On the 10.4 agenda item “Approval of the major related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the guarantee agreement which is the major related party transaction and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to joint-stock company “ALFA-BANK” (hereinafter - the Creditor) under the Credit agreement on opening of revolving line of credit (hereinafter – the Credit agreement) with the following essentials:
1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement, which the Borrower plans to execute in future on the following terms and conditions:
1.1. The Creditor shall provide the Borrower with monetary funds in the 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, the maximum amount of the aggregate debt on which on any day of the term of the Credit line comprises not more than 14,000,000,000 (Fourteen billion) rubles (“the Debt limit”).
1.3. The term of the Credit line shall not exceed 67 (Sixty seven) months from the date of conclusion of the Credit agreement. The Borrower shall repay all received Credits not later than the date of expiration of the corresponding Credit line.
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. Penalties: 0.1 percent of the amount of the overdue indebtedness per each overdue day, but not lower than the dual refinancing 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 type of remuneration paid by the Borrower to the Creditor), as well as penalties for breaching the terms of the Credit agreement by the Borrower shall be determined by the Credit agreement.
2. The guarantee agreement shall also secure the fulfillment of obligations by the Borrower at the invalidity of the Credit agreement, determined by the court decision which has entered into legal force, on the repayment of the monetary funds received by the Borrower in favor of the Creditor, as well as on the repayment of the interest on money had and received accrued on the amount of the 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, can 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”.
On the 10.5 agenda item “Approval of the major related party transactions”:
«for» - 67,329,327 votes, which amounts to 74.2737% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 1,700,738 votes, which amounts to 1.8762% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 3,315 votes, which amounts to 0.0037% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the guarantee agreement which is the major related party transaction and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to VTB Bank (open joint-stock company) (hereinafter - the Creditor) under the Agreement on the procedure of the conclusion of the Credit transactions with the use of the System of Online banking ? £-714000/2010/00098 of 17.12.2010 (hereinafter – the Credit agreement) with the following essentials:
1. The Credit agreement regulates general terms and procedure for the conclusion of the Credit transactions with the use of the system of online banking, the procedure for the payment settlements by the parties under the Credit transactions, as well as liability of the parties for the failure to perform obligations under the concluded Credit transactions.
2. The Credits shall be provided on the basis of the Credit transactions concluded by the parties. The term of conclusion of the Credit transactions is until 25.12.2015.
3. According to the Credit agreement the parties shall conclude the Credit transactions in the Russian rubles.
4. The maximum term of the individual Credit shall not exceed 365 (Three hundred and sixty five) days from the provision date of the Credit.
5. The total amount of Credits, which can be provided by the Creditor under the Credit agreement, as of any date shall not exceed 20,000,000,000 (Twenty billion) rubles.
6. The interest rate on each individual Credit over 180 (One hundred and eighty) days can be fixed and/or floating. The floating interest rate is calculated by the Bank as the key rate (the key rate of the Bank of Russia published on the official website of the Bank of Russia in the Internet (www.cbr.ru)), increased by the margin in percent per annum, stipulated in the Borrower’s application form and approved by the Bank.
7. In case of past-due indebtedness of the Borrower to the Creditor, the Borrower shall pay the penalty in the amount of not more than 2/365(366) of the interest rate of the amount of the past-due indebtedness until the date of its final redemption.
If the Borrower breaches the obligations of the Borrower for maintenance of the monthly credit turnover under the terms and conditions of the Credit agreement, the Borrower shall pay the penalty in the amount of 1 (One) percent per annum of the turnover of the outstanding obligations for maintenance of the credit turnover for the calendar month, when the obligation was not fulfilled.
8. The Credit agreement is valid until December 25, 2016. Should neither party of the Credit agreement express a written intention to terminate the Credit agreement within 5 (Five) working days until the expiry of this term, it shall be considered as automatically prolonged for every year thereafter.
9. The maximum price (amount) of the guarantee agreement: the aggregate amount of the Guarantor’s obligations cannot exceed 26,000,000,000 (Twenty six 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 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”.
On the 10.6 agenda item “Approval of the major related party transactions”:
«for» - 67,351,949 votes, which amounts to 74.2986% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 1,680,755 votes, which amounts to 1.8541% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 676 votes, which amounts to 0.0007% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the two related guarantee agreements which are together the major related party transactions and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to Open joint-stock company “Russian Agricultural Bank” (hereinafter - the Creditor) under the credit agreements with the following essentials:
The General agreement on the procedure of the credit agreements conclusion (hereinafter – the Credit agreement-1):
1.1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement-1 with the following essentials:
1.1.1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
1.1.2. The total credit limit under the Credit agreement-1 (the credit amount which may be granted under the Credit agreement-1) shall not exceed 10,000,000,000 (Ten billion) rubles;
1.1.3. The maximum term of the individual credit granted under the Credit agreement-1 shall not exceed 60 (Sixty) calendar days;
1.1.4. The interest rate for the use of the credits granted under the Credit agreement-1 including charges - not more than 30 (Thirty) percent per annum;
1.1.5. The term of the Credit agreement-1 shall not exceed 12 (Twelve) months;
1.1.6. Conditions, procedure of granting and repayment of the credit, interest and other payments are determined by the Credit agreement-1;
1.1.7. The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligation by the Borrower under the Credit agreement-1, including principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreement-1;
1.2. The guarantee agreement shall secure the fulfillment of obligations by the Borrower in case of invalidity or loss of the Credit agreement-1 fixed by the valid judgment on repayment of monetary funds under the Credit agreement-1 received by the Borrower for the benefit of the Creditor and on the payment of interest for the use of other monetary funds charged on the amount of unreasonable gains of the Borrower.
The agreement on the opening of the credit lines (hereinafter – the Credit agreement-2):
2.1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement-1 with the following essentials:
2.1.1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
2.1.2. The total credit limit under the Credit agreement-2 (the credit amount which may be granted under the Credit agreement) shall not exceed 15,000,000,000 (Fifteen billion) rubles;
2.1.3. The maximum term of the individual credit granted under the Credit agreement-2 shall not exceed 3 (Three) years;
2.1.4. The interest rate for the use of the credits granted under the Credit agreement-2 including charges - not more than 30 (Thirty) percent per annum;
2.1.5. The intended use of credits under the Credit agreement-2 – to finance the working capital;
2.1.6. Conditions, procedure of granting and repayment of the credit, interest and other payments are determined by the Credit agreement-2;
2.1.7. The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligation by the Borrower under the Credit agreement-2, including principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreement-2;
2.2. The guarantee agreement shall secure the fulfillment of obligations by the Borrower in case of invalidity or loss of the Credit agreement-2 fixed by the valid judgment on repayment of monetary funds under the Credit agreement-2 received by the Borrower for the benefit of the Creditor and on the payment of interest for the use of other monetary funds charged on the amount of unreasonable gains 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 agreements, can 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”.
On the 11.1 agenda item “Approval of the related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% 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 are the related party transactions and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to Open joint-stock commercial bank “Absolut Bank” (open joint-stock company) (hereinafter – the Creditor) under the agreements on revolving and non-revolving credit lines (hereinafter – the Credit agreements) with the following essentials:
1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
2. The total credit limit under all Credit agreements which the Borrower plans to execute in future shall not exceed 3,200,000,000 (Three billion two hundred million) rubles;
3. The credit under each credit agreement shall be provided for the maximum of 2 (Two) years;
4. The interest rate for the credit use including charges amounts to not more than 30 (Thirty) percent per annum;
5. Terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements;
6. The price limit (the sum) of the guarantee agreement: the aggregate amount of obligations of the Guarantor shall not exceed 4,000,000,000 (Four billion) rubles.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, amounts to more than 2 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 25 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
On the 11.2 agenda item “Approval of the related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% of the total votes of the shareholders not interested in execution of the transaction by the company.
Adopted decision:
“To approve the additional agreement to the guarantee agreement ?29-15/1/496n1 of 15.08.2014 (hereinafter – the Guarantee agreement) concluded by the Company (hereinafter – the Guarantor) with Open joint-stock company “Sberbank of Russia” (hereinafter – the Bank which the Company plans to execute in future and which is the related party transaction with the following essentials:
1. In accordance with the Guarantee agreement the Guarantor shall be liable to the Bank for fulfillment by the Borrower of all the obligations under the Agreement on the opening of the revolving credit line ?29-15/1/496 of 15.08.2014 (hereinafter – the Credit agreement) concluded between the Bank and the Borrower.
2. The terms and conditions of the Credit agreement:
2.1. The limit amount of the credit line: 15,000,000,000 (Fifteen billion) rubles;
2.2. The credit maturity date: August 13, 2017;
2.3. The interest rate for the credit use is determined in accordance with the Credit agreement and amounts to not more than 15 (Fifteen) percent per annum;
3. The Guarantee agreement is valid until August 13, 2020 (inclusive).
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, amounts to more than 2 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 25 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
On the 11.3 agenda item “Approval of the related party transactions”:
«for» - 67,352,975 votes, which amounts to 74.2998% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 1,679,729 votes, which amounts to 1.8530% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 676 votes, which amounts to 0.0007% 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 are the related party transactions and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to VTB Bank (Open joint-stock company) (hereinafter – the Creditor) under the agreements on revolving and (or) non-revolving credit lines (hereinafter – the Credit agreements) with the following essentials:
1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
2. The total credit limit under all Credit agreements which the Borrower plans to execute in future shall not exceed 10,000,000,000 (Ten billion) rubles;
3. The credit under each credit agreement shall be provided for the maximum of 5 (Five) years;
4. The interest rate for the credit use including charges amounts to not more than 25 (Twenty five) percent per annum;
5. Terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements;
6. The price limit (the sum) of the guarantee agreement: the aggregate amount of obligations of the Guarantor shall not exceed 20,000,000,000 (Twenty billion) rubles.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, amounts to more than 2 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 25 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
On the 11.4 agenda item “Approval of the related party transactions”:
«for» - 68,987,712 votes, which amounts to 76.1031% of the total votes of the shareholders not interested in execution of the transaction by the company;
«against» - 44,991 votes, which amounts to 0.0496% of the total votes of the shareholders not interested in execution of the transaction by the company;
«abstained» - 677 votes, which amounts to 0.0007% 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 are the related party transactions and which the Company plans to execute in future as security for obligations of JSC “Tander” (beneficiary) (hereinafter – the Borrower) to Public joint-stock company “Otkritie Financial Corporation Bank” (hereinafter – the Creditor) under the agreements on revolving and (or) non-revolving credit lines (hereinafter – the Credit agreements) with the following essentials:
1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
2. The total credit limit under all Credit agreements which the Borrower plans to execute in future shall not exceed 10,000,000,000 (Ten billion) rubles;
3. The credit under each credit agreement shall be provided for the maximum of 1 (One) year;
4. The interest rate for the credit use including charges amounts to not more than 30 (Thirty) percent per annum;
5. Terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements;
6. The price limit (the sum) of the guarantee agreement: the Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligation by the Borrower under the Credit agreements, including principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreements.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, amounts to more than 2 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 25 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
The minutes w/o ? are executed as of June 5, 2014.
For further information, please contact:
| Timothy Post | Director, Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 |
| Dina Svishcheva | Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562 |
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, 2015, Magnit operated 28 distribution centers and over 10,000 stores (8,581 convenience, 300 hypermarkets, and 1,239 drogerie stores) in approximately 2,180 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS consolidated financial statements for 2014, Magnit had revenues of RUB 764 billion and an EBITDA of RUB 86 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.