TIDMLNTR TIDMLNTA
RNS Number : 2288G
Lenta PLC
23 November 2020
Lenta Announces Results of EGM
St. Petersburg, Russia, 23 November 2020: Lenta PLC (MOEX &
LSE: LNTA), one of the largest retail chains in Russia, today
announces that the Company held its Extraordinary General Meeting
of shareholders ("EGM") on 23 November 2020 under the chairmanship
of Mr. Rud Pedersen, Chief Financial Officer, member of the Board
of Directors. The Chairman of the Board designated him as the
Chairman of this EGM in accordance with regulation 61 of the
Company's Articles of Association.
The EGM was held at Lenta offices, located at 112B Savushkina
street, St. Petersburg, Russia.
All of the resolutions proposed at the EGM were passed by the
shareholders by the requisite majority in the manner indicated in
the table below:
FOR % AGAINST % WITHHELD
1. Ordinary resolution
to approve that, with
effect from the registration
of the Company as an
international public
joint stock company
in the Unified State
Register of Legal Entities
of the Russian Federation,
and only to take effect
from the date of such
registration (the "Redomiciliation
Date"), (a) the par
value of the Company's
shares shall be denominated
in RUB; (b) the charter
capital of the Company
shall be denominated
in RUB; and (c) the
par value of the Company's
shares in RUB shall
be equivalent to the
par value of the shares
of Lenta PLC in Euro
at the official exchange
rate set by the Bank
of Russia as of 29
October 2020. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
2. Ordinary resolution
to approve that, with
effect from the Re-domiciliation
Date, the authorised
share capital of the
Company be converted
from Euro 200,000 divided
into 200,000,000 ordinary
shares of nominal value
Euro 0.001 to Russian
Roubles 18,252,640
divided into 200,000,000
ordinary shares of
nominal value Russian
Roubles 0.0912632 each. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
3. Ordinary resolution
to approve that, with
effect from the Re-domiciliation
Date, the issued share
capital be converted
from Euro 97,585.932
divided into 97,585,932
ordinary shares of
nominal value Euro
0.001 each to Russian
Roubles 8,906,004.4293024
divided into 97,585,932
ordinary shares of
nominal value 0.0912632
each. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
4. Special resolution
to approve that, with
effect from the Re-domiciliation
Date, the personal
law (lex societatis)
of the Company shall
be changed from Cypriot
law to Russian Law. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
5. Special resolution
to approve that, with
effect from the Re-domiciliation
Date, the current Company's
Memorandum and Articles
of Association shall
be superseded by the
charter in the form
attached in Schedule
1 to the Notice of
the Meeting. 76,110,591 93,501% 5,152,593 6,330% 137,903
----------- -------- ---------- ------- ---------
6. Ordinary resolution
to approve that, with
effect from the Re-domiciliation
Date, the decision
of issuance of shares
a copy of which is
attached in Schedule
2 to the Notice of
the Meeting be approved. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
7. Special resolution
to approve that, with
effect from the Re-domiciliation
Date, the place of
residence of the Company
be changed to Solnechniy
Boulevard, 25, office
/66, 236006, Kaliningrad,
Kaliningradskaya oblast,
Russian Federation. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
8. Ordinary resolution
to approve that, with
effect from the Re-domiciliation
Date, Limited Liability
Company "Partner" (INN
3528218586) be appointed
as the registrar that
will maintain the shareholders'
register of the Company
in Russia. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
9. Ordinary resolution
to approve that, with
effect from the Re-domiciliation
Date, Mr. Rud Trabjerg
Pedersen, holding a
Danish passport with
number 211138178, be
appointed as chief
executive officer of
the Company. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
10. Ordinary resolution
to approve that Messrs.
Rud Trabjerg Pedersen
(holding a Danish passport
with number 211138178)
and Vladimir Leonidovich
Sorokin (holding Russian
passport with number
4516 582284) are each
hereby authorised (without
issuing Power of Attorney),
acting singly, to fully
represent the Company
in the Russian Federation
and make any decisions
on any matters related
to the Redomiciliation
of the Company and
state registration
of the Company shares,
including but not limited
to sign, submit, amend
and negotiate any respective
documents (including
but not limited to
the decision of issuance
of shares), forms required
to establish the Company
as an International
Company under the laws
of the Russian Federation,
and issue any powers
of attorneys to third
parties in connection
herewith, as well as
to submit any required
statements, applications
and declarations. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
11. Ordinary resolution
to authorise any one
of the directors and/or
the secretary of the
Company to take all
necessary actions on
behalf of the Company
to give effect to the
above resolutions including,
inter alia, to complete
and file the relevant
documents and applications
with any competent
authority and make
all necessary assurances,
affidavits, declarations
and publications for
the proper completion
of the Company's transfer
of its registered office
out of the Republic
of Cyprus and to the
Russian Federation. 81,398,045 99.996% 0 - 3,042
----------- -------- ---------- ------- ---------
The results of voting at the EGM can also be viewed on the
Company's website at www.lentainvestor.com . In accordance with
Listing Rule 14.3.6, an electronic copy of this announcement has
been submitted to the National Storage Mechanism and will shortly
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Withheld votes are not counted in the calculation of votes for
or against any resolution.
The total number of ordinary shares in the Company eligible to
be voted at the EGM was 96,675,386.
For further information please visit www.lentainvestor.com or
contact:
Lenta Lenta
Mariya Filippova Timothy Post
Head of Public Relations and Government Investor Relations Officer
Affairs timothy.post@lenta.com
maria.filippova@lenta.com
EM (International Media Inquiries)
Lenta@em-comms.com
About Lenta
Lenta is the largest hypermarket chain in the Russian Federation
and the fourth largest food retailer. The Company was founded in
1993 in St. Petersburg and currently operates 250 hypermarkets and
136 supermarkets in 88 cities across Russia with almost 1.5 million
square meters of selling space. The average Lenta hypermarket has
approximately 5,500 square meters of selling space, while the Lenta
supermarket averages 800 square meters. The company operates 12
distribution centers throughout Russia. Lenta is listed on both the
London Stock Exchange and Moscow Exchange, trading under the
ticker: 'LNTA'
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END
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