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Share Name | Share Symbol | Market | Type |
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Magnit PJSC (CE) | USOTC:MGJCL | OTCMarkets | Common Stock |
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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 votes of 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 1st agenda 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 2.1 agenda 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 22, 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.
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