Magnit

AGM Information • Jun 4, 2014

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OJSC MAGNIT - BoD Meeting Results

PR Newswire

London, June 4

Press-releaseKrasnodarJune 4, 2014OJSC "Magnit" Announces the Results of the BOD MeetingKrasnodar, June 4, 2014: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE:MGNT) is pleased to announce the results of the BOD meeting held on June 3,2014.Please be informed that on June 3, 2014 the BOD meeting was held (minutes ofthe BOD meeting of OJSC "Magnit" are w/o No. of June 3, 2014).The meeting agenda: 1. Election of the Chairman of the Board of Directors of OJSC "Magnit". 2. Election of the Deputy Chairman of the Board of Directors of OJSC "Magnit". 3. Election of the Secretary of the Board of Directors of OJSC "Magnit". 4. Formation of the audit committee of the Board of Directors of OJSC "Magnit". 5. Election of the Chairman of the audit committee of the Board of Directors of OJSC "Magnit". 6. Formation of the HR and remuneration committee of the Board of Directors of OJSC "Magnit". 7. Election of the Chairman of the HR and remuneration committee of the Board of Directors of OJSC "Magnit". 8. Election of the Management Board of OJSC "Magnit". 9. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on shares of JSC "Tander" owned by the Company.10. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the Retail Import LLC shares in the charter capital owned by the Company.The following BOD members were present: A. Arutyunyan, S. Galitskiy, K.Pombukhchan andA. ShkhachemukovA. Zayonts, A. Makhnev and A. Pshenichniy and provided their written opinionson the items of the agenda of the BOD meeting of OJSC "Magnit".The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts, A. Makhnev and A. Pshenichniy and amounts to not lessthan half of the number of the BOD members determined by the Charter of theCompany.Quorum to hold the BOD meeting with this agenda is present.Content of the decisionsand voting results:Item 1 on the agenda:"To elect Khachatur Pombukhchan as a Chairman of the Board of Directors of OJSC"Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 2 on the agenda:"To elect Aslan Shkhachemukov as a Deputy Chairman of the Board of Directors ofOJSC "Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 3 on the agenda:"To elect Andrey Arutyunyan as a Secretary of the Board of Directors of OJSC"Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 4 on the agenda:"To form the audit committee of the Board of Directors of OJSC "Magnit"consisting of the following 3 (three) members: Alexander Zayonts, AlexeyMakhnev and Alexey Pshenichniy".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 5 on the agenda:"To elect Alexander Zayonts as a Chairman of the audit committee of the Boardof Directors of OJSC "Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 6 on the agenda:"To form the HR and remuneration committee of the Board of Directors of OJSC"Magnit" consisting of the following 3 (three) members: Alexey Makhnev,Alexander Zayonts and Alexey Pshenichniy".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 7 on the agenda:"To elect Alexey Makhnev as a Chairman of the HR and remuneration committee ofthe Board of Directors of OJSC "Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 8.1 on the agenda:"To form the collective executive body (Management Board) of OJSC "Magnit"consisting of the following 4 (four) members:- Alexander Barsukov;- Sergey Galitskiy;- Marina Ivanova;- Ilya Sattarov".Shares of the above mentioned members in the charter capital of the Issuer andordinary shares stake owned by these members:Alexander Barsukov - 0.0033%;Sergey Galitskiy - 38.67%;Marina Ivanova - 0.00379%;Ilya Sattarov - no share.Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 8.2 on the agenda:"To appoint Alexander Barsukov as a Deputy Chairman of the Management Board ofOJSC "Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 8.3 on the agenda:"To conclude the employment agreement with the members of the Management Board.To approve the terms and conditions of the employment agreement with the memberof the collective executive body (Management Board) of OJSC "Magnit".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 9.1 on the agenda:"To recommend the sole executive body of OJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decisions at the exercise ofthe voting right on the JSC "Tander" shares owned by the Company:1. To approve the annual report, the annual accounting reports of JSC "Tander"for 2013 and Profit and loss allocation of JSC "Tander" following 2013financial year results:1.1. To pay dividends on ordinary registered shares of JSC "Tander" in theamount of 6,300,000,000 rubles (six billion three hundred million rubles),which amounts to 0.63 rubles per one ordinary share:- Payment of dividends shall be made in monetary funds in accordance with theprocedure and within the time limit established by the legislation of theRussian Federation.- To determine the following date as of which the shareholders are entitled toreceive dividends: June 14, 2014.1.2. Not to pay remuneration to the members of the Revision Commission of JSC"Tander".1.3. To direct the unallocated net profit at the development of the Company.2. To elect the following candidates to the Revision commission of JSC"Tander":Roman Efimenko;Angela Udovichenko;Denis Fedotov.3. To approve the Limited Liability Company Audit firm "Faber Lex" (TaxpayerId. Number 2308052975) as the auditor of JSC "Tander" in accordance with theRussian accounting standards.Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 9.2 on the agenda:"To recommend the sole executive body of OJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decisions at the exercise ofthe voting right on the JSC "Tander" shares owned by the Company:1. To establish the branch of JSC "Tander" in Kemerovo, Kemerovo region:- name: Branch in Kemerovo, Kemerovo region,- location: 80a Kuznetskiy prospect, Kemerovo, Kemerovo region, 650025, RussianFederation.2. To establish the branch of JSC "Tander" in Novokuznetsk, Kemerovo region:- name: Branch in Novokuznetsk, Kemerovo region,- location: premises 135, 42 Toreza street, Novokuznetsk, Kemerovo region,654059, Russian Federation.3. To change the location address of the JSC "Tander" branch in Novosibirsk,Novosibirsk region to the following: 23 Novouralskaya street, Novosibirsk,Novosibirsk region, 630900, Russian Federation.4. Due to establishment of the new branches of JSC "Tander", change of thelocation address of the branch to approve the restated Charter of JSC Tander".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 10.1 on the agenda:"To recommend the sole executive body of OJSC "Magnit", which is theshareholder of LLC "Retail Import", to make the following decision at theexercise of the voting right on shares in the charter capital of LLC "RetailImport" owned by the Company:"To approve the general bank guarantee agreement, which the Company plans toexecute in future with VTB Bank (open joint-stock company) (hereinafter - the"General agreement") and which is the major transaction with the followingessentials:The General agreement regulates legal relations between LLC "Retail Import"(hereinafter - the "Principal") and OJSC VTB Bank (hereinafter - the"Guarantor") in the issue/change of terms of Bank guarantees issued by theGuarantor on the basis of the Offer, forwarded to the Guarantor by thePrincipal and accepted by the Guarantor under the procedure established by theGeneral agreement, and in the reimbursement of the amounts paid by theGuarantor under the Bank guarantees, arising in case of acceptance of thePrincipal's Offers by the Guarantor, and the fulfillment of obligations relatedto the issue of the Bank guarantees under the general agreement and the Currentlegislation of the Russian Federation. The Guarantor shall consider the Offersforwarded by the Principal and issue the bank guarantees/change the terms ofthe issued bank guarantees pursuant to the terms and procedures specified inthe General agreement, and the Principal shall reimburse by way of recourse theamounts paid to the Beneficiary under the Bank guarantees, shall pay fees forthe Bank guarantees issue and perform other obligations under the Generalagreement.The Beneficiary of the Bank guarantees under the Agreement is the Customsauthorities of the Russian Federation.2. The maximum aggregate amount of the Bank guarantees, automatically decreasedby the amount of the issued bank guarantees and the amount of the increase ofthe issued Bank guarantees and automatically resumed by the amount of theterminated Bank guarantees and the amount of the decrease of the issued Bankguarantees (the Limit of Guarantees provision), shall account for 500,000,000(Five hundred million) Russian rubles.3. The period of time during which the Bank guarantees may be issued under theGeneral agreement (the Period of Guarantees issue) shall not exceed 6 (six)months from the date of the General agreement conclusion.4. Each Bank guarantee period specified in the form of a calendar date or aperiod of time calculated in years, months, weeks, days from the Date of theGuarantee issue (the Guarantee Period) shall not exceed 271 (two hundred andseventy one) calendar days from the date of the Bank guarantee issue (takinginto consideration the Bank guarantee prolongation).5. As security for obligations of LLC "Retail Import" to OJSC VTB Bank underthe General agreement, including obligations for the reimbursement of theamounts paid by the Bank under the Bank guarantees to the Bank, the guaranteeagreement shall be concluded between OJSC VTB Bank and JSC "Tander".6. The General agreement shall come into effect from the date on which it issigned and remain in effect until all obligations under the General agreementare performed by the Parties properly and in full".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"for".The decision was made.Item 10.2 on the agenda:"To recommend the sole executive body of OJSC "Magnit", which is theshareholder of LLC "Retail Import", to make the following decision at theexercise of the voting right on shares in the charter capital of LLC "RetailImport" owned by the Company:"To approve the bank guarantee agreement, which the Company plans to execute infuture with joint-stock commercial bank "ROSBANK" (open joint-stock company)(hereinafter - the "Agreement") and which is the major transaction with thefollowing essentials:1. OJSC JSCB "ROSBANK" (the "Guarantor") at the request of LLC "Retail Import"(the "Principal") shall issue the bank guarantees under the terms and inaccordance with the procedure established by the Agreement and the Principalshall pay remuneration, fees to the Bank and perform other obligations underthe Agreement in full.The Beneficiary of the Bank guarantees under the Agreement is the Customsauthorities of the Russian Federation.2. The maximum possible total amount of all concurrent Bank guarantees (on anydate of issue of each Bank guarantee in accordance with the terms of theAgreement) including the issued (the "Limit") shall account for 500,000,000Russian rubles (five hundred million rubles)3. The validity period of each Bank guarantee issued under the Agreement shallnot exceed 12 (twelve) months from the date of issue and shall be later thanMarch 24, 2016.4. The time period when the Guarantor issues Bank guarantees at the request ofthe Principal (availability period) shall not exceed 12 (twelve) months fromthe date of the Agreement conclusion.5. As security for obligations of LLC "Retail Import" to OJSC JSCB "ROSBANK"under the Agreement, including obligations for the reimbursement of the amountspaid by the Bank under the Bank guarantees to the Bank, the guarantee agreementshall be concluded between OJSC JSCB "ROSBANK" and JSC "Tander".6. The Agreement shall come into effect from the date on which it is signed andremain in effect until all obligations under the Agreement are performed by theParties in full".Votes were cast as follows:A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov -"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: +7-861-277-4562Dina Svishcheva Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-02-02 Direct line: +7 (861) 277-45-62Company description:Magnit is Russia's largest food retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of March 31, 2014,Magnit operated 23 distribution centers and over 8,200 stores (7,341convenience, 215 hypermarkets, and 700 cosmetics) in more than 1,905 cities andtowns throughout 7 federal regions of the Russian Federation.In accordance with the audited IFRS consolidated financial statements for 2013,Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 million USD.Magnit's local shares are traded on the Moscow Stock Exchange (MICEX: MGNT) andits GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit ratingfrom Standard & Poor's of BB. Measured by market capitalization, Magnit is oneof the largest retailers in Europe.