Market Snapshot
  • U.S.
  • Europe
  • Asia
Ticker Volume Price Price Delta
DJIA 16,408.54 -16.31 -0.10%
S&P 500 1,864.85 2.54 0.14%
NASDAQ 4,095.52 9.29 0.23%
Ticker Volume Price Price Delta
STOXX 50 3,155.81 16.55 0.53%
FTSE 100 6,625.25 41.08 0.62%
DAX 9,409.71 91.89 0.99%
Ticker Volume Price Price Delta
NIKKEI 14,516.27 98.74 0.68%
TOPIX 1,173.37 6.78 0.58%
HANG SENG 22,760.24 64.23 0.28%

OJSC MAGNIT: BoD Results


Press-release

Krasnodar

December 29, 2012

OJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, December 29, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on December 28, 2012.

Please be informed that the BOD meeting was held on December 28, 2012 (minutes of the BOD meeting of OJSC "Magnit" are w/o No. of December 28, 2012).

The meeting agenda:

1. To approve the additional agreement to the contract with the sole executive


    body of OJSC "Magnit".
     2. To determine the position of the OJSC "Magnit" representative at the
    exercise of the voting right on the JSC "Tander" shares owned by the
    Company.
     3. To approve the related party transaction.

The following BOD members were present: A. Arutyunyan, S. Galitskiy, V. Butenko, K. Pombukhchan and A. Shkhachemukov.

A. Zayonts and A. Makhnev provided their written opinions on the items of the agenda of the BOD meeting of OJSC "Magnit".

The number of the BOD members participated in the meeting, including written opinions of A. Zayonts and A. Makhnev, 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 decisionsand voting results:

On the item 1 of the agenda:

"To approve the additional agreement to the contract with the sole executive body of the Company that is "Agreement of the parties #13 on the changes of the terms and conditions of the employment agreement determined by the parties as of April 13, 2006, to instruct Khachatur Pombukhchan, chairman of the Board of directors of OJSC "Magnit", to sign the specified agreement on behalf of the Company".

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 2.1 of the agenda:

"To recommend the sole executive body of OJSC "Magnit" who is the sole shareholder of JSC "Tander" to make the following decision at the exercise of the voting right on the shares of JSC "Tander" owned by the Company:

"Due to implementation of the employee incentive program of JSC "Tander" in accordance with the Regulation on the Incentive Program and Human Resources and Compensation Committee of the Chief Executive Officer of JSC "Tander" and in accordance with the Additional agreement of the parties #17 as of December 27, 2011 on the addition of the terms and conditions of the employment agreement determined by the parties as of June 28, 2006, with amendments due to the implementation of the employee incentive program of the Company between JSC "Tander" and Vladimir Gordeychuk, the Chief Executive Officer of JSC "Tander":

- To pay the bonus to Vladimir Gordeychuk based on the results of 2012 in the amount recommended by the Human Resources and Compensation Committee of the Board of Directors of OJSC "Magnit"".

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 2.2 of the agenda:

"To recommend the sole executive body of OJSC "Magnit" who is the sole shareholder of JSC "Tander" to make the following decision at the exercise of the voting right on the shares of JSC "Tander" owned by the Company:

"To approve additional agreement to the contract with the sole executive body of JSC "Tander" that is "Additional agreement #21 to the employment agreement as of June 28, 2006, to instruct Sergey Galitskiy, Chief Executive Officer of OJSC "Magnit" to sign the specified agreement on behalf of the Company".

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 2.3 of the agenda:

"To recommend the sole executive body of OJSC "Magnit" who is the sole shareholder of JSC "Tander" to make the following decisions at the exercise of the voting right on the shares of JSC "Tander" owned by the Company:

"1. To change the name of the JSC "Tander" branch in Moscow to the following name: North Branch in Moscow.

2. To create the JSC "Tander" branch in Moscow with the name: South Branch in Moscow.

3. To ratify the Charter of JSC "Tander" in the new edition."

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 3 of the agenda:

"To approve the execution of the Additional agreement which the Company plans to execute in future with JSC "Tander" to the real property lease agreement № ScF/322/12 as of May 28, 2012 executed between OJSC "Magnit" and JSC "Tander" (which is the related party transaction).

The real property lease agreement № ScF/322/12 as of May 28, 2012 between OJSC "Magnit" and JSC "Tander" (as amended by the Additional agreement which the Company plans to execute in future) was executed with the following essentials:

Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";

Subject of the transaction: The Lessor shall provide the following to the Lessee for a fee for temporary possession and use:

- real property: non-residential single-storeyed building with the total space of 790.9 seven hundred and ninety point nine) sq. m., registration number: 21523-00 located at the following address: 12a Golubye Dali street, Adler district, Sochi, Krasnodar region, cadastral (or identification number): 23:49: 0402012:1688

- power receivers: two cable lines 0.4 kv made of the AVVG cable with a section of 3х70+1x35 and a length of 120m each laid from the I and II sections of bus-bars of the distribution device 0.4 kv of the transforming substation A382 to the input distribution device of the non-residential premises at 13a Golubye Dali street, input distribution device of the premises, internal electrical equipment.

Lease fee: 632,720 (six hundred and thirty-two thousand seven hundred and twenty) rubles 00 kopecks per month including VAT;

Lease period: 10 (ten) years.

The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period".

Votes cast is as follows:

A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov - "for".

The decision is made.

For further information, please contact:

Oleg Goncharov Director, Investor Relations

e-mail: Goncharov@gw.tander.ru

Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100

Mob.: +7 (903) 411-40-35

Direct line for investors only: +7 (861) 277-45-62

Dina Svishcheva Manager, Investor Relations

e-mail: Chistyak@gw.tander.ru

Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101

Mob.: +7-961-511-02-02

Direct line for investors only: +7 (861) 277-45-62

Company description:

Headquartered in the southern Russia city of Krasnodar, Magnit (LSE and MICEX: MGNT) is the holding company for a group of entities that operate in the retail trade under the "Magnit" brand. The chain of "Magnit" stores is one of the leading food retail networks in Russia. As of September 30, 2012 the chain consisted of 5,523 convenience stores, 105 hypermarkets, 11 "Magnit Family" stores and 480 cosmetics stores (drogerie) in 1,504 cities and towns throughout the Russian Federation.

Approximately two-thirds of the Magnit's stores are located in cities with a population of less than 500,000 inhabitants. Most of its stores are located in the Southern, North-Caucasian, Central and Volga regions. The Company also operates stores in the North-Western, Urals and Siberian regions.

As of September 30, 2012 Magnit operated an in-house logistics system consisting of 17 distribution centers, employing automated stock replenishment systems and a fleet of 4,082 vehicles.

In accordance with the reviewed IFRS consolidated financial statements for 1H 2012, the Magnit recorded consolidated revenues of approximately $6.7 billion USD and a consolidated EBITDA of $671 million USD.

END

-0- Dec/31/2012 07:00 GMT

Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement