30 Jul 2015 16:09
PJSC MAGNIT - BoD Meeting ResultsPJSC MAGNIT - BoD Meeting Results
PR Newswire
London, July 30
Press-release
Krasnodar
July 30, 2015
PJSC “Magnit” Announces the Results of the BOD Meeting, Including the Decision to Call the EGM and Determination of the Record Date
Krasnodar, July 30, 2015: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, “Issuer”; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on July 30, 2015.
Please be informed that on July 30, 2015 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of July 30, 2015).
The meeting agenda:
Approval of recommendations to the general shareholders meeting of the Company on the dividend amount on PJSC “Magnit” shares following the first half of 2015 reporting year results, the procedure of its payment and the date as of which the shareholders entitled to receive dividends are determined.
Calling of the extraordinary general shareholders meeting (“the EGM”) of PJSC “Magnit”.
Approval of the form of holding of the EGM of PJSC “Magnit”.
Determination of the last date the voting ballots shall be accepted and the postal address to send the filled voting ballots.
Determination of the PJSC “Magnit” EGM record date.
Approval of the agenda of the EGM of PJSC “Magnit”.
Determination of the procedure of notification of shareholders of the holding of the EGM of PJSC “Magnit”.
Determination of the list of information (materials) provided to shareholders to prepare to the holding of the EGM of PJSC “Magnit”, and the procedure of its provision.
Determination of the form and the text of the voting ballot on the items to be considered at the EGM of PJSC “Magnit”.
Determination of the recommended price for major related party transactions to be approved by the EGM of PJSC “Magnit”.
Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the JSC “Tander” shares owned by the Company.
The following BOD members were present: A. Arutyunyan, K. Pombukhchan, A. Shkhachemukov and S. Galitskiy.
A. Zayonts, A. Aleksandrov and A. Pshenichniy and provided their written opinions on the items of the agenda of the BOD meeting of PJSC “Magnit”.
The number of the BOD members participated in the meeting, including written opinions ofA. Zayonts, A. Aleksandrov and A. Pshenichniy and 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.
Content of the decisions and voting results:
Item 1 on the agenda:
“To approve recommendations to the General shareholders meeting of the Company on the dividend amount on PJSC “Magnit” shares following the first half of 2015 reporting year results, the procedure of its payment and the date as of which the shareholders entitled to receive dividends are determined.
To determine the amount of dividend according to the recommendations of the PJSC “Magnit” BOD on the dividend amount on PJSC “Magnit” shares following the first half of 2015 reporting year results as follows:
- total amount of funds for the dividend payment – 8,359,223,782.00 rubles;
- amount of funds for the dividend payment per share – 88.40 rubles.
It was recommended to the EGM of PJSC “Magnit” to approve the following procedure of dividends payment:
- payment of dividends shall be executed in monetary funds;
- the following date shall be appointed as the date as of which the shareholders entitled to receive dividends are determined: October 9, 2015;
- payment of dividends shall be executed pursuant to the procedure and within the time limit established by the legislation of the Russian Federation”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 2 on the agenda:
“To call the EGM of PJSC “Magnit”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 3 on the agenda:
“To hold the EGM in the form of the absentee voting”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 4 on the agenda:
“To determine:
- the last date the voting ballots shall be accepted: September 24, 2015;
- the postal address to send the filled voting ballots: 350072, £££, ?. £££•, £. £££•, • 15/5”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 5 on the agenda:
“To determine August 11, 2015 as the PJSC “Magnit” EGM record date. To authorize the PJSC “Magnit” registrar – JSC “Objedinennaya registratsionnaya kompaniya” – to make the list of shareholders entitled to participate in the EGM according to the register as of this date”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 6 on the agenda:
“To ratify the following agenda of the EGM of PJSC “Magnit”:
1. “Payment of dividends on PJSC “Magnit” shares following the first half of 2015 reporting year results”.
2. “Approval of the major related party transactions”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 7 on the agenda:
“To approve the text of the announcement of the EGM of PJSC “Magnit” and, according to the clause 13.10 of the PJSC “Magnit” Charter, to publish this announcement on the official website of the Company on the information and telecommunications network “Internet” in the Russian version - http://ir.magnit.com/tsentr-aktsionera/sobraniya-aktsionerov/, in the English version - http://ir.magnit.com/en/shareholder-center/agm-egm-voting/, on or before August 21, 2015”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 8 on the agenda:
“To approve the following list of information materials to be presented to the shareholders entitled to participate in the EGM of PJSC “Magnit” to prepare for the EGM of the Company:
- recommendations of the Board of Directors of the Company on the dividend amount on PJSC “Magnit” shares following the first half of 2015 reporting year results, the procedure of its payment, and the date as of which the shareholders entitled to receive dividends are determined;
- information on transactions to be approved by the EGM;
- draft decisions of the EGM on the agenda items.
To authorize the sole executive body to provide access to the above mentioned information materials starting from September 3, 2015 from 10:00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) in PJSC “Magnit” headquarters at the following address: 15/5 Solnechnaya street, Krasnodar, Russia, tel. (861) 210-98-10 x 14992”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 9 on the agenda:
“To approve the form and the text of the voting ballot on the items to be considered at the EGM of PJSC “Magnit”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 10.1 on the agenda:
“Due to the fact that the loan agreement (several related loan agreements), which the Company plans to execute in future with Joint Stock Company “Tander”, is the major related party transaction, the price of the property, to the possible disposal of which the granting of the loan is related, is to be determined by the Company’s Board of Directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 ? 208-FZ “On joint-stock companies” to decide that 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), shall be determined on the basis of the following terms and conditions of the loan agreement(s), which the Company plans to execute in future:
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 40,000,000,000 (Forty 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).
To decide that 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 and more percent of the book value of the Company’s assets, determined from 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 from the data of its accounting (financial) statements as of the last reporting date”.
Votes were cast as follows:
A. Arutyunyan – “did not participate in voting”, S. Galitskiy - “did not participate in voting”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 10.2 on the agenda:
“Due to the fact that 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 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), is the major related party transaction, the price of the property, to the possible disposal of which the granting of the guarantee is related, is to be determined by the Company’s Board of Directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 ? 208-FZ “On joint-stock companies” to decide that the amount of obligation of the Company and, subsequently, 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), shall be determined on the basis of the following terms and conditions of the Credit agreements, which the Borrower plans to execute in future:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles;
2. Total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 20,000,000,000 (Twenty billion) rubles;
3. The term of credit use under each Credit agreement shall not exceed 5 (Five) years;
4. 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. Maximum price (amount) of the guarantee agreement (several related guarantee agreements): the aggregate amount of obligations of the Guarantor shall not exceed 24,000,000,000 (Twenty four billion) rubles.
To decide that 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 and more percent of the book value of the Company’s assets, determined from 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 from the data of its accounting (financial) statements as of the last reporting date”.
Votes were cast as follows:
A. Arutyunyan – “did not participate in voting”, S. Galitskiy - “did not participate in voting”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
Item 11 on the agenda:
“To recommend the sole executive body of PJSC “Magnit”, which is the sole shareholder of JSC “Tander”, to make the following decision at the realization of the voting right on shares owned by the Company”:
“Under the clause 14.2 of the Charter of JSC “Tander” to approve the conclusion of the Additional agreement by JSC “Tander” (hereinafter – the Borrower) which the Borrower plans to execute in future to the previously concluded Agreement on the procedure of conclusion of the Credit transactions with the use of remote banking systems €714000/2010/00098 of 17.12.2010 (hereinafter – the Credit agreement) with VTB Bank (public joint-stock company) (hereinafter – the Creditor), related to acquisition, disposal and an opportunity of the company to dispose property, directly or indirectly, the cost of which amounts to 5 and more percent of the balance sheet value of assets of the company, its subsidiaries, principal company (of which the company is a subsidiary), as well as other subsidiaries of the principal company (“Group”), determined on the basis of the latest available IFRS consolidated report of the Group based on the following essentials of the Credit agreement (including changes introduced by the additional agreement):
The Credit agreement shall regulate the general terms and conditions and the procedure of conclusion of the Credit transactions on the Credit provision by the Creditor to the Borrower using of remote banking systems, the procedure of payments under the Credit transactions by the parties and responsibility of the parties for failure to perform obligations under the concluded Credit transactions.
According to the Credit agreement, the parties shall conclude the Credit transactions in Russian rubles.
The maximum term of the individual Credit provided under the Credit transaction shall not exceed 365 (Three hundred and sixty five) days from the date of the Credit provision.
The total amount of Credits that may be provided by the Creditor under the Credit agreement on any date shall not exceed 36,000,000,000 (Thirty six billion) rubles.
The Credit interest rate shall be determined by the Parties of the Credit agreement upon approval of the Credit transaction essentials.
The interest rate for the use of Credits provided for more than 180 (One hundred and eighty) days may be determined as a fixed and/or floating rate.
The floating Credit interest rate shall be calculated by the Bank as a Key rate increased by the markup in percent per annum established in the Borrower’s application for the credit (offer) and approved (accepted) by the Bank. In this case the Key rate means the Key rate of the Bank of Russia published at the official website of the Bank of Russia in the Internet (www.cbr.ru). The floating Credit interest rate shall be determined by the Bank on the date of the Credit provision on the basis of the Key rate effective as of the date of the Credit provision. Revision of the floating interest rate shall be executed unilaterally by the Bank when the Key rate is changed by the Bank of Russia on the date from which the new Key rate published at the Bank of Russia website is effective.
The term of the Credit agreement – until December 25, 2016. Unless one of the Credit agreement Parties expresses its intention in the written form to terminate it 5 (five) Business days before the expiry term, this Credit agreement shall be automatically extended for every subsequent year.
The terms of Credit transaction execution, the procedure of Credit provision and redemption, including the procedure of determination of the Credit interest rate, shall be determined by the Credit agreement.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC “Tander”, with the right to sign the Additional agreements determining the credit terms and changing the terms and conditions of the Credit agreement, including but not limited to the change of the interest rates, the change of the term of the credit provision within the meaning hereof”.
Votes were cast as follows:
A. Arutyunyan – “for”, S. Galitskiy - “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decision was made.
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 June 30, 2015, Magnit operated 29 distribution centers and over 10,700 stores (8,890 convenience, 311 hypermarkets, and 1,527 drogerie stores) in approximately 2,233 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the unaudited IFRS management accounts for 1H 2015, Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 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.