Magnit Announces Results of BOD Meeting and Decision to Call EGM
OREANDA-NEWS. July 24, 2012. . OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on July 19, 2012.
Dear Ladies and Gentlemen!
We would like to inform you that today the BOD meeting was held (minutes of BOD of OJSC "Magnit" are w/o No. of July 19, 2012).
The meeting agenda:
1. Approval of recommendations to the general shareholders' meeting on the dividend amount on OJSC "Magnit" shares and the procedure of its payment following 6 months of 2012 financial year results.
2. Calling of the extraordinary general shareholders' meeting of OJSC "Magnit".
3. Adoption of the agenda of the extraordinary general shareholders' meeting of OJSC "Magnit".
4. Approval of the form of OJSC "Magnit" AGM holding.
5. Determination of the date, time and venue of the extraordinary general shareholders' meeting of OJSC "Magnit".
6. Determination of the date of the list of shareholders entitled to participate in the extraordinary general shareholders' meeting of OJSC "Magnit".
7. Approval of the form and the text of the voting ballots on the items to be considered at the extraordinary shareholders' meeting of OJSC "Magnit".
8. Notification of shareholders of the holding of the extraordinary general shareholders' meeting of OJSC "Magnit".
9. Provision of the opportunity to shareholders to review the materials related to the holding of the extraordinary general shareholders' meeting of OJSC "Magnit".
10. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company.
11. Approval of related party transaction.
The following BOD members were present: A. Arutyunyan, S. Galitskiy, K. Pombukhchan and A. Shkhachemukov.
V. Butenko, 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 V. Butenko, 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 decisions and voting results:
On the item 1 of the agenda:
"To approve recommendations to the general shareholders' meeting of the Company on the dividend amount on OJSC "Magnit" shares and the procedure of its payment following 6 months of 2012 financial year results".
To determine the dividend amount according to recommendations of the OJSC "Magnit" BOD on dividend amount on the Company's shares following 6 months of 2012 financial year results as follows:
- total amount of funds for the dividend payment - 1,999,972,658.25 rubles;
- total amount of funds for the dividend payment per share - 21.15 rubles.
It was recommended to the OJSC "Magnit" extraordinary general shareholders' meeting to ratify the following dividend payment procedure:
To determine the dividend payment term - within 60 days from the date of the corresponding decision by the general shareholders' meeting. To fulfill the dividend payment with funds via the Registrar of the Company - OJSC "Objedinennaya registratsionnaya kompaniya" as the body providing services on the dividend payment (19, Leninskaya Sloboda str.,
In case of return of the transferred dividends to OJSC "Magnit" as a result of incorrect bank details in the register of OJSC "Magnit" shareholders or as a result of a shareholder's death, the dividend repayment shall be made after the submission to OJSC "Objedinennaya registratsionnaya kompaniya" of the information on change of payment details and other details and inclusion of the corresponding changes to the register of OJSC "Magnit" shareholders.
In case of return of dividends sent by postal transfer, the dividend repayment shall be made by means of transfer to the bank account after the submission of bank details to OJSC "Objedinennaya registratsionnaya kompaniya" by a shareholder and their inclusion to the register of OJSC "Magnit" shareholders.
The dividend transfer by any means shall be fulfilled at the expense of OJSC "Magnit".
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" - July 27, 2012".
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 of the agenda:
"To call the extraordinary general shareholders' meeting 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 3 of the agenda:
"To ratify the following agenda of the extraordinary general shareholders' meeting of OJSC "Magnit":
1. "Payment of dividends on the shares of OJSC "Magnit" following 6 months of 2012 financial year
results".
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 4 of the agenda:
"To hold the extraordinary general shareholders' meeting in the form of joint presence of shareholders to discuss the agenda items and make decisions on the voting items with preliminary submission (delivery) of voting ballots prior to the holding of the general shareholders' meeting". 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 5 of the agenda:
"To appoint the extraordinary general shareholders' meeting on September 14, 2012 at 11:00 AM, to appoint the registration of the meeting participants on September 14, 2012 at 10:00 AM. Venue: 3-rd floor, conference hall,
To determine the address to which the completed voting ballots may be delivered:
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 6 of the agenda:
"To authorize the registrar of the Company - OJSC "Objedinennaya registratsionnaya kompaniya" - to make the list of shareholders entitled to participate in the extraordinary general shareholders' meeting according to the register as of July 27, 2012". 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 7 of the agenda:
"To approve the form and the text of the voting ballot on agenda items to be considered at the extraordinary general shareholders' meeting". 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 8 of the agenda:
"To approve the text of the announcement of the extraordinary general shareholders' meeting and deliver it by registered mail or to submit against signature to each shareholder of the company prior to August 14, 2012 inclusive".
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 9 of the agenda:
"To approve the following list of information materials to be presented to the shareholders within the period of preparation for the EGM:
- recommendations of the Board of directors of the Company on the dividend amount on OJSC "Magnit" shares for 6 months of 2012 financial year results and for the payment procedure;
- draft decisions on the agenda items of the extraordinary general shareholders' meeting.
To authorize the sole executive body to provide access to the above mentioned information materials starting from August 14, 2012 from 10:00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) at the following address:
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 10 of the agenda:
"To recommend the sole executive body of OJSC "Magnit", which is the sole shareholder of JSC "Tander", to make the following decision at the realization of the voting right on shares owned by the Company":
"To ratify the additional agreement to the contract with a person exercising the powers of the sole executive body of JSC "Tander", namely "Additional agreement №19 to the Labor Contract of June 28, 2006", to authorize Sergey Galitskiy, the Chief executive officer of OJSC "Magnit", to sign the above mentioned 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 11 of the agenda:
"To approve the conclusion of the Additional agreement to the Contract of the real property lease №VrF/166/12 of April 12, 2012 between Open joint-stock company "Magnit" (hereinafter - the Lessor) and joint-stock company "Tander (hereinafter - the Lessee) and which is the related party transaction (hereinafter
- "Contract") due to amendments to the Unified State Register of Rights to Real Estate and Transactions Therewith with the following essentials:
Subject of the transaction: the Lessor shall provide the Lessee with the following property for the temporary possession and use:
- real property: non-residential building, purpose: non-residential, single-storeyed, total space 288.4 sq.m., registration number II-126, letter 1A, cadastral (or conditional) number 36-36-04/005/2012-320, address: 24 Karla Marxa street, Boguchar, Boguchar district, Voronezh region (hereinafter - the Object);
- power receivers: aerial line of 0.4 kv made of the self-supporting insulated wire with a section of 4x35, laid from the distributing device of 0.4 kv of the transforming sub-station №605/400 to the input distribution device of the Object located at the address: 24 Karla Marxa street, Boguchar, Boguchar district, Voronezh region, internal electrical facilities;
Lease payment: 99,200 (ninety nine thousand and two hundred) rubles per months, including VAT;
Other conditions: set under the Additional agreement to the Contract of the real property lease №VrF/166/12
of April 12, 2012.
The price of the property to the possible disposal of which the transaction is related shall amount to not less than 2 per cent of the balance sheet assets of the Company determined on the basis of the accounting report for the latest reporting 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.
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