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OJSC MAGNIT: EGM Results and Dividend Payment

Press-release 
Krasnodar 
September 27, 2013 
OJSC "Magnit" Announces EGM Results and the Dividend Payment 
Krasnodar, September 27, 2013: OJSC "Magnit", Russia's largest retailer (the
"Company"; MICEX and LSE: MGNT), announces the results of the Extraordinary
General Shareholders Meeting and the dividend payment. 
Type of the general meeting (annual, extraordinary) - extraordinary general
shareholders meeting; 
Form of the general meeting - joint presence. 
Date and venue of the general meeting: 
Date of EGM: September 26, 2013. 
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia. 
Time: registration - 10:00 am, AGM - 11:00 Moscow time 
Quorum of EGM: 
Number of votes of shareholders included into the list of persons entitled to
participate in the general meeting: 
on the agenda item № 1 "Payment of dividends on OJSC "Magnit" shares 
according
to the results of the 6 months of 2013 financial year" - 94,561,355 votes; 
Number of votes of shareholders included 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 "Approval of the related party transaction" - 
91,977,438
votes; 
Number of votes of shareholders participated in the general meeting: 
on the agenda item № 1 "Payment of dividends on OJSC "Magnit" shares 
according
to the results of the 6 months of 2013 financial year"- 75,997,296 votes; 
Number of votes of shareholders participated in the general meeting and not
interestedin execution of transactions by the company: 
on the agenda item № 2 «Approval of the related party transaction» - 
73,546,702
votes. 
Quorum is present to adopt the decisions on all the agenda items of the
extraordinary general shareholders meeting of OJSC "Magnit". 
Agenda: 
 1. "Payment of dividends on OJSC "Magnit" shares according to the results of 


    the 6 months of 2013 financial year".
     2. "Approval of the related party transaction".
    Voting results:

On the 1st agenda item "Payment of dividends on OJSC "Magnit" shares according 
to
the results of the 6 months of 2013 financial year":

«for» - 74,293,217 votes, which amounts to 97.7577% 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 0.0000% of the total votes of the
shareholders participated in the general meeting and entitled to vote on this
item;

«abstained» - 172,630 votes, which amounts to 0.2272% of the total votes of 
the
shareholders participated in the general meeting and entitled to vote on this
item.

Adopted decision:

"To distribute part of net profit of the Company received in the 6 months of
2013 financial year on dividend payment:

To pay the dividends on ordinary registered shares of OJSC "Magnit" in the
amount of 4,355,496,011.30 (four billion three hundred and fifty five million
four hundred and ninety six thousand eleven rubles thirty kopeks) which amounts
to 46.06 rubles (forty six rubles six kopeks) per one ordinary share;

To pay the dividends as follows:

 1. To pay the dividends according to the 6 months of 2013 financial year
    results in the amount of 46.06 rubles per share.
     2. The dividends shall be paid according to the list of shareholders entitled
    to receive dividends of OJSC "Magnit". In order to make the list of
    shareholders entitled to receive dividends, the nominee shareholder
    provides information on shareholders on behalf of which they hold shares.
     3. To determine the dividend payment period - within sixty days from the date
    of the decision to pay dividends made by the general shareholders meeting.
     4. Payment of dividends shall be executed by money resources with the
    involvement of the Registrar of the Company - Open joint-stock company
    "Obiedinennaya registratsionnaya kompaniya" (Taxpayer Id. Number
    7705108630, Principal State Registration Number 1027700036540) (hereafter -
    the Registrar) as the entity rendering services in dividend payment".
     5. To secure the receipt of dividends the shareholders of OJSC "Magnit" are
    required to update personal details and other information relevant for the
    dividend payment in the register of shareholders of OJSC "Magnit" or in the
    relevant depositary.
     6. If the transferred dividends are returned to OJSC "Magnit" in the exercise
    of dividend payment by means of transfer to the bank account:
      * due to incorrect (including irrelevant) information contained in the
    register of shareholders of OJSC "Magnit", - subsequent dividend payment
    shall be executed upon the shareholder's submission of the updated personal
    information and other information relevant for the dividend payment to the
    Registrar and after the corresponding changes are made to the register of
    shareholders of OJSC "Magnit" and to the list of shareholders entitled to
    receive dividends of OJSC "Magnit" (if applicable);
      * due to incorrect (including irrelevant) information contained in the
    information submitted by the corresponding nominee shareholder to the
    Registrar to pay the dividends - subsequent dividend payment shall be
    executed upon the submission by the corresponding nominee shareholder of
    the updated personal information and other information relevant for the
    dividend payment to the Registrar and after the corresponding changes are
    made to the register of shareholders of OJSC "Magnit" and to the list of
    shareholders entitled to receive dividends of OJSC "Magnit" (if
    applicable).
      * If the transferred dividends are returned to OJSC "Magnit" in the exercise
    of dividend payment by means of postal order:
      * 
      + due to incorrect (including irrelevant) information contained in the
        register of shareholders of OJSC "Magnit", - subsequent dividend
        payment shall be executed by means of transfer to the bank account of
        the shareholder upon the shareholder's submission of their bank
        details, updated personal information and other information relevant
        for dividend payment and after the corresponding changes are made to
        the register of shareholders of OJSC "Magnit" and to the list of
        shareholders entitled to receive dividends of OJSC "Magnit" (if
        applicable);
       
      + due to incorrect (including irrelevant) information contained in the
        information submitted by the corresponding nominee shareholder to the
        Registrar to pay the dividends - dividend payment shall be executed by
        means of transfer to the bank account of the shareholder upon the
        submission by the corresponding nominee shareholder of the
        shareholder's bank details, the updated personal information and other
        information relevant for the dividend payment to the Registrar and
        after the corresponding changes are made to the register of
        shareholders of OJSC "Magnit" and to the list of shareholders entitled
        to receive dividends of OJSC "Magnit" (if applicable).
       
      + OJSC "Magnit" shall cover the costs of the dividend transfer by all
        means.
       
      + The list of shareholders entitled to receive dividends shall be made as
        of the date of the list of shareholders entitled to participate in the
        extraordinary general shareholders meeting of OJSC "Magnit", i.e.
        August 9, 2013.
       
      + Expiration date of the fulfillment of obligation on dividend payment:
        November 25, 2013.
       
        On the 2ndagenda item "Approval of the related party transaction":
       


    «for» - 70,154,704 votes, which amounts to 76.2738% of the total 
votes 


        of the shareholders not interested in execution of the transaction by
        the company;
       


    «against» - 576,888 votes, which amounts to 0.6272% of the total 
votes 


        of the shareholders not interested in execution of the transaction by
        the company;
       
        «abstained» - 1,279,106 votes, which amounts to 1.3907% of the total
        votes of the shareholders not interested in execution of the
        transaction by the company.
       
        Adopted decision:
       
        "To approve the loan agreement (several associated loan agreements)
        which the Company plans to execute in future with JSC "Tander" and
        which is the related party transaction with the following essentials:
       
        1. parties of the transaction (transactions): the Lender - OJSC
        "Magnit", the Borrower - JSC "Tander";
       
        2. subject of the transaction (transactions): loan of funds;
       
        3. maximum price (amount) of the transaction (transactions): up to
        15,000,000,000 (fifteen billion) rubles;
       
        4. loan interest rate: shall not exceed 12% (twelve percent) per annum;
       
        5. deadline to fulfill the obligations under the transaction
        (transactions): up to 5 (five) years from the date of the transaction
        execution (term for repayment of the loan amount and accrued interest
        amount hereof by the Borrower).
       
        The price of the property, to the possible disposal of which the
        transactions of loans are related, comprises more than 2%, but not more
        than 25% of the book value of the Company's assets, determined from the
        data of its financial statements as of the last reporting date".
       
        The minutes are executed as of September 26, 2013.
       
        For further information, please contact:
       
        Timothy Post                        Director, Investor Relations       
                                                                               
                                            Email: post@gw.tander.ru           
                                                                               
                                            Office: +7-861-277-4554 x7600      
                                                                               
                                            Mobile: +7-961-511-7678            
                                                                               
                                            Direct Line: +7-861-277-4562       
                                                                               
        Dina Svishcheva                     Deputy Director, Investor Relations
                                                                               
                                            Email: Chistyak@gw.tander.ru       
                                                                               
                                            Office: +7-861-277-45-54 x5101     
                                                                               
                                            Mobile: +7-961-511-0202            
                                                                               
                                            Direct Line: +7-861-277-4562       
       
        Company description:
       
        Magnit is Russia's largest retailer. Founded in 1994 by Sergey
        Galitskiy, the company is headquartered in the southern Russian city of
        Krasnodar. As of June 30, 2013, Magnit operates 18 distribution centers
        and over 7,000 stores (6,552 convenience, 164 hypermarkets, and 700
        cosmetics) in more than 1,700 cities and towns throughout 7 federal
        regions of the Russian Federation.
       
        In accordance with the reviewed IFRS consolidated financial statements
        for 1H 2013, Magnit had revenues of $8,796 million USD and an EBITDA of
        $890 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 now Europe's 2nd largest retailer.
       


END

-0- Sep/27/2013 06:00 GMT


 
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