The date of the minutes of the EGM of PJSC "Magnit" has been changed from
December 22, 2014 to December 23, 2014.
The relevant change has been made in the last paragraph of the coresponding
announcement. The correct text of the last paragraph is "The minutes w/o No.
are executed as of December 23, 2014". This is a technical correction due to
the requirements of the Russian law on the information disclosure.
Press-release
Krasnodar
December 22, 2014
PJSC "Magnit" Announces EGM Results
Krasnodar, December 22, 2014: PJSC "Magnit", Russia's largest food retailer
(the "Company"; MICEX and LSE: MGNT), announces the results of the
Extraordinary General Shareholders Meeting.
Type of the general meeting (annual, extraordinary) - extraordinary general
shareholders meeting;
Form of the general meeting - absentee voting.
Voting ballots acceptance deadline: December 18, 2014.
Address to which the completed voting ballots were delivered: 15/5 Solnechnaya
street, Krasnodar, 350072, Russia.
Quorum of EGM:
Number of votes of shareholdersincluded into the list of persons entitled to
participate in the general meeting:
on the agenda item № 1 "Payment of dividends on PJSC "Magnit" shares following
the 9 months of 2014 financial year results" - 94,561,355 votes;
Number of votes of shareholdersincluded into the list of persons entitled to
participate in the general meeting and notinterested in execution of
transactionsby the company:
on the agenda item № 2.1 "Approval of the major related party transactions" -
92,411,404 votes;
on the agenda item № 2.2 "Approval of the major related party transactions" -
92,411,404 votes;
Number of votesof shareholders participated in general meeting:
on the agenda item № 1 "Payment of dividends on PJSC "Magnit" shares following
the 9 months of 2014 financial year results" - 73,192,609 votes;
Number of votes of shareholders participated in general meeting and notinterest
edin execution of transactions by the company:
on the agenda item № 2.1 "Approval of the major related party transactions" -
71,062,820 votes;
on the agenda item № 2.2 "Approval of the major related party transactions" -
71,062,820 votes;
Quorum is present to adopt the decisions on all the agenda items of the
extraordinary general shareholders meeting of PJSC "Magnit".
Agenda:
1. "Payment of dividends on PJSC "Magnit" shares following the 9 months 2014
financial year results".
2. "Approval of the major related party transactions".
Voting results:
On the 1stagenda item"Payment of dividends on PJSC "Magnit" shares following
the 9months of 2014 financial year results":
«for» - 72,785,622 votes, which amounts to 99.44% 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» - 298,188 votes, which amounts to 0.41% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
To pay dividends on PJSC "Magnit" ordinary registered shares following the 9
months 2014 financial year results in the amount of 14,379,945,254.85 rubles
(fourteen billion three hundred and seventy nine million nine hundred and forty
five thousand two hundred and fifty four rubles eighty five kopecks), which
amounts to 152.07 rubles (one hundred and fifty two rubles seven kopecks) per
share. The payment of dividends shall be effected in monetary funds. To appoint
the following date as of which the shareholders entitled to receive dividends
are determined: December 30, 2014. The dividend payment shall be effected in
accordance with the procedure and within the time limit established by the
legislation of the Russian Federation.
On the 2.1agenda item "Approval of the major related party transactions":
«for» - 68,870,042 votes, which amounts to 74.53% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 21,716 votes, which amounts to 0.02% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 2,168,866 votes, which amounts to 2.35% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To approve the guarantee agreement, which Public joint-stock company "Magnit"
(hereafter - "the Guarantor") plans to execute in future with Joint-stock
commercial bank "Bank of Moscow" (open joint-stock company) - (hereafter - "the
Credit agreement"), as security for obligations of Joint-stock company "Tander"
(beneficiary) (hereafter - "the Borrower") to Joint-stock commercial bank "Bank
of Moscow" (open joint-stock company) (hereafter - "the Creditor") under the
Credit agreement №29-261/15/2651-10-KR as of September 30, 2010, in
consideration of all additional agreements to it (hereafter - "the Credit
agreement"), and which is a major related party transaction with the following
essentials:
1. The Credit agreement shall reflect intentions of the Creditor and the
Borrower to execute credit transactions and regulate the approval procedure of
terms and conditions of the credit transactions;
2. Maximum indebtedness of the Borrower under one-time credits provided within
the terms of the Credit agreement, shall amount to not more than 16,000,000,000
(Sixteen billion) rubles;
3. Credits within the terms of the Credit agreement shall be provided for the
maximum of 90 (Ninety) days;
4. Upon determination of the deadline of repayment of each credit, the whole
indebtedness under credits, provided within the terms of the Credit agreement,
shall be repaid in full not later than April 30, 2016;
5. Interest rate for the credit use including charges amounts to not more than
25% (Twenty five percent) per annum;
6. Terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant credit transactions
executed on the basis of and within the terms of the Credit agreement.
7. Maximum price (amount) of the Guarantee agreement: The Guarantor shall be
fully liable to the Creditor for non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement, including the principal
amount of debt, interest, penalties, losses caused to the Creditor by the
non-fulfillment or improper fulfillment of the Credit agreement. The Guarantor
shall be liable jointly with the Borrower at the request of the Creditor for
repayment of the received credit (for reimbursement of the received monetary
amount) under the Credit agreement in case of declaration of its invalidity or
repayment of unreasonable gains upon the declaration of the Credit agreement
not concluded in accordance with the procedure established by law.
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 Company's balance sheet assets, determined in
accordance with the data of its financial statements as of the last reporting
date, but not more than 50 percent of the Company's balance sheet assets,
determined in accordance with the data of its financial statements as of the
last reporting date.
Hereby to authorize the Chief Executive Officer of PJSC "Magnit" to sign
additional agreements on amendments of the Guarantee agreement related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
On the 2.2 agenda item "Approval of the major related party transactions":
«for» - 68,761,244 votes, which amounts to 74.41% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«against» - 1,827,644 votes, which amounts to 1.98% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;
«abstained» - 362,938 votes, which amounts to 0.39% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item.
Adopted decision:
"To approve three related guarantee agreements, which Public joint-stock
company "Magnit" (hereafter - "the Guarantor") plans to execute in future as
security for obligations of Joint-stock company "Tander" (beneficiary)
(hereafter - "the Borrower") to Open joint-stock company "ALFA-BANK" (hereafter
- "the Creditor") under the credit agreements on opening of the revolving
credit line in Russian rubles, which taken together are a major related party
transaction with the following essentials of the corresponding credit
agreements:
The Credit agreement №013P3L on opening of the revolving credit line in Russian
rubles of 29.04.2014 (hereafter - the Credit agreement-1):
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower under the Credit agreement-1 with the following essentials:
1. the Creditor shall provide the Borrower with monetary funds in Russian
rubles (hereafter - "the Credits") in the form of the revolving credit line
(hereafter - "the Credit line"), and the Borrower shall repay the Credits and
pay the interest for the Credits use, and make other payments under the Credit
agreement-1 for the benefit of the Creditor pursuant to the procedure and
within the time limit established by the Credit agreement-1;
2. within the Credit line the Borrower shall be entitled to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 9,500,000,000 (Nine billion five hundred
million) rubles ("the Credit limit");
3. the term of the Credit line is set from 29.04.2014 to 24.04.2017. After the
expiration of the term of the Credit line the Credits shall not be provided to
the Borrower;
4. the Credits shall be provided under the concluded additional agreements to
the Credit agreement-1. The Credit currency shall be Russian rubles. The
Borrower shall repay all received Credits no later than the date of expiration
of the term of the Credit line (inclusive);
5. the Credits within the term of the Credit line shall be provided for not
more than 36 (Thirty six) months;
6. the Borrower shall pay to the Creditor the interest for the use of each
Credit at the rate established by the corresponding additional agreement but
not exceeding 25 (Twenty five) percent per annum;
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) shall be determined by the Credit agreement-1;
8. the Credit agreement-1 shall remain in force until the parties fully fulfill
their obligations under the Credit agreement-1;
9. The Borrower shall incur the following liability under the Credit
agreement-1:
- in case of the late repayment of the Credits the Creditor shall be entitled
to charge the Borrower a penalty in the amount of 0.10 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;
- in case of the late payment of interest the Creditor shall be entitled to
charge the Borrower a penalty in the amount of 0.10 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;
- in case of breach by the Borrower of obligations for maintenance of the
credit turnover under the terms and conditions of the Credit agreement-1, the
Creditor shall be entitled to demand from the Borrower to pay a penalty in the
amount of 0.20 % of the amount of outstanding obligations for maintenance of
the credit turnover, determined by the Creditor as the difference between the
amount of the credit turnover for the corresponding accounting period and the
actual amount of the credit turnover for the same accounting period;
- if the Borrower is not entitled for the advanced repayment of the Credit
(Credits) upon the advanced repayment of the Credit (in full or in part) at the
initiative of the Borrower, the Creditor shall be entitled to demand from the
Borrower to pay a penalty the amount of which shall be calculated on the basis
of the interest rate, applicable to the corresponding Credit as of the date of
the advanced repayment at the initiative of the Borrower, accrued on the amount
of the Credit repaid, for the period from the date of the advanced repayment to
the date, specified in the corresponding agreement, on which the Credit shall
have been repaid, and/or to the date, on which the Borrower shall be entitled
for the advanced repayment of the Credit, including this date;
10. in case if nonfulfillment by the Guarantor of any of the secured
obligations within 5 (Five) business days from the moment of receiving the
demand from the Creditor to the Guarantor, the Creditor shall be entitled to
charge the Guarantor a penalty in the amount of 0.20 % of the amount of
outstanding obligations 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;
11. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for the non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement-1, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit agreement;
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity of the Credit agreement-1, fixed by the valid
judgment, on repayment of monetary funds received by the Borrower for the
benefit of the Creditor, and on payment of interest for the use of another's
monetary funds charged on the amount of unreasonable gains of the Borrower.
The Credit agreement on opening of the revolving credit line in Russian rubles
which the Borrower plans to execute after 17.11.2014 (hereafter - the Credit
agreement-2):
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower under the Credit agreement-2 with the following essentials:
1. the Creditor shall provide the Borrower with monetary funds in Russian
rubles (hereafter - "the Credits") in the form of the revolving credit line
(hereafter - "the Credit line");
2. within the Credit line the Borrower shall be entitled to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 4,000,000,000 (Four billion) rubles ("the
Credit limit");
3. the term of the Credit line shall not exceed 51 (Fifty one) months, the
Borrower shall repay all received Credits no later than the date of expiration
of the term of the corresponding Credit line;
4. the Credits within the term of the Credit line shall be provided for not
more than 36 (Thirty six) months;
5. the interest rate: not more than 25 (Twenty five) percent per annum;
6. 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) shall be determined by the Credit agreement-2;
7. the Credit agreement-2 shall become effective from the date on which it is
signed and shall remain in force until the parties fully fulfill their
obligations under the Credit agreement-2;
8. The Borrower shall incur the following liability under the Credit
agreement-2:
- in case of the late repayment of the Credits the Creditor shall be entitled
to charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;
- in case of the late payment of interest the Creditor shall be entitled to
charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;
- in case of breach by the Borrower of obligations for maintenance of the
credit turnover under the terms and conditions of the Credit agreement-2, the
Creditor shall be entitled to demand from the Borrower to pay a penalty in the
amount of 0.30 % of the amount of outstanding obligations for maintenance of
the credit turnover, determined by the Creditor as the difference between the
amount of the credit turnover for the corresponding accounting period and the
actual amount of the credit turnover for the same accounting period;
- if the Borrower is not entitled for the advanced repayment of the Credit
(Credits) upon the advanced repayment of the Credit (in full or in part) at the
initiative of the Borrower, the Creditor shall be entitled to demand from the
Borrower to pay a penalty the amount of which shall be calculated on the basis
of the interest rate, applicable to the corresponding Credit as of the date of
the advanced repayment at the initiative of the Borrower, accrued on the amount
of the Credit repaid, for the period from the date of the advanced repayment to
the date, specified in the corresponding agreement, on which the Credit shall
have been repaid, and/or to the date, on which the Borrower shall be entitled
for the advanced repayment of the Credit, including this date;
9. in case if nonfulfillment by the Guarantor of any of the secured obligations
within 5 (Five) business days from the moment of receiving the demand from the
Creditor to the Guarantor, the Creditor shall be entitled to charge the
Guarantor a penalty in the amount of 0.30 % of the amount of outstanding
obligations 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;
10. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for the non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement-2, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit agreement-2;
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity of the Credit agreement-2, fixed by the valid
judgment, on repayment of monetary funds received by the Borrower for the
benefit of the Creditor, and on payment of interest for the use of another's
monetary funds charged on the amount of unreasonable gains of the Borrower.
The Credit agreement on opening of the revolving credit line in Russian rubles
which the Borrower plans to execute after 17.11.2014 (hereafter - the Credit
agreement-3):
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower under the Credit agreement-3 with the following essentials:
1. the Creditor shall provide the Borrower with monetary funds in Russian
rubles (hereafter - "the Credits") in the form of the revolving credit line
(hereafter - "the Credit line");
2. within the Credit line the Borrower shall be entitled to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 7,000,000,000 (Seven billion) rubles ("the
Credit limit");
3. the term of the Credit line shall not exceed 51 (Fifty one) months, the
Borrower shall repay all received Credits no later than the date of expiration
of the term of the corresponding Credit line;
4. the Credits within the term of the Credit line shall be provided for not
more than 36 (Thirty six) months;
5. the interest rate: not more than 25 (Twenty five) percent per annum;
6. 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) shall be determined by the Credit agreement-3;
7. the Credit agreement shall become effective from the date on which it is
signed and shall remain in force until the parties fully fulfill their
obligations under the Credit agreement-3;
8. The Borrower shall incur the following liability under the Credit
agreement-3:
- in case of the late repayment of the Credits the Creditor shall be entitled
to charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;
- in case of the late payment of interest the Creditor shall be entitled to
charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;
- in case of breach by the Borrower of obligations for maintenance of the
credit turnover under the terms and conditions of the Credit agreement-3, the
Creditor shall be entitled to demand from the Borrower to pay a penalty in the
amount of 0.30 % of the amount of outstanding obligations for maintenance of
the credit turnover, determined by the Creditor as the difference between the
amount of the credit turnover for the corresponding accounting period and the
actual amount of the credit turnover for the same accounting period;
- if the Borrower is not entitled for the advanced repayment of the Credit
(Credits) upon the advanced repayment of the Credit (in full or in part) at the
initiative of the Borrower, the Creditor shall be entitled to demand from the
Borrower to pay a penalty the amount of which shall be calculated on the basis
of the interest rate, applicable to the corresponding Credit as of the date of
the advanced repayment at the initiative of the Borrower, accrued on the amount
of the Credit repaid, for the period from the date of the advanced repayment to
the date, specified in the corresponding agreement, on which the Credit shall
have been repaid, and/or to the date, on which the Borrower shall be entitled
for the advanced repayment of the Credit, including this date;
9. in case if nonfulfillment by the Guarantor of any of the secured obligations
within 5 (Five) business days from the moment of receiving the demand from the
Creditor to the Guarantor, the Creditor shall be entitled to charge the
Guarantor a penalty in the amount of 0.30 % of the amount of outstanding
obligations 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;
10. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for the non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement-3, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit agreement-3;
- the guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity of the Credit agreement-3, fixed by the valid
judgment, on repayment of monetary funds received by the Borrower for the
benefit of the Creditor, and on payment of interest for the use of another's
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 and more percent of the Company's balance sheet assets, determined in
accordance with the data of its financial statements as of the last reporting
date, but not more than 50 percent of the Company's balance sheet assets,
determined in accordance with the data of its financial statements as of the
last reporting date.
Hereby to authorize the Chief Executive Officer of PJSC "Magnit" to sign
additional agreements on amendments of the guarantee agreements related to
changes of Credit Agreement terms (including but not limited to change of
interest rates, credit currency, term of credit) within the meanings hereof."
The minutes w/o No. are executed as of December 23, 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 September 30,
2014, Magnit operated 25 distribution centers and over 9,020 stores (7,891
convenience, 243 hypermarkets, and 886 drogerie stores) in approximately 2,000
cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H
2014, Magnit had revenues of $9,979 million USD and an EBITDA of $1,045 million
USD. Magnit's local shares are traded on the Moscow Stock Exchange (MICEX:
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.