Russia’s largest retailer OJSC “Magnit” announced Extraordinary General Shareholders Meeting results and dividend payment

Krasnodar, 30-9-2013 — /EuropaWire/ — 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 not interested in execution of transactions by 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 interested in 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).
7) 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).
8) OJSC “Magnit” shall cover the costs of the dividend transfer by all means.
9) 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 2nd agenda 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.