Magnit Announces Results of BOD Meeting
OREANDA-NEWS. April 10, 2012. OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on April 3, 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 April 3, 2012). The meeting agenda:
Calling of the annual general shareholders' meeting of OJSC "Magnit",
Adoption of the agenda of the annual general shareholders' meeting of OJSC "Magnit",
Approval of the form of holding of the annual general shareholders' meeting of OJSC "Magnit",
Determination of the date, time and venue of the annual general shareholders' meeting of OJSC "Magnit",
Determination of the date of a list of persons entitled to participate in the annual general shareholders' meeting of OJSC "Magnit",
Approval of the form and the text of the voting ballots on the items to be considered at the annual general shareholder's meeting of OJSC
Notification of shareholders of the holding of the annual general shareholders' meeting of OJSC "Magnit",
Provision of the opportunity to shareholders to get acquainted with the materials related to the holding of the annual general shareholders
Approval of related-party transactions.
The following BOD members were present: A. Arutyunyan, V. Butenko, S. Galitskiy, A. Shkhachemukov. A. Zayonts, K. Pombukhchan 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, K. Pombukhchan 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.
On the items 1-8 of the agenda: 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 decisions are made.
On the items 9.1-9.5 of the agenda: Votes cast is as follows:
A. Arutyunyan - "abstained from voting", V. Butenko - "for", S. Galitskiy - "abstained from voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "abstained from voting", A. Shkhachemukov - "for". The decisions are made.
Content of decisions:
On the item 1 of the agenda:
"To call the annual general shareholders' meeting of OJSC "Magnit". On the item 2 of the agenda:
"To approve the following agenda of the annual general shareholders' meeting of OJSC "Magnit":
"Ratification of the annual report, annual accounting reports, including profit and loss statements (profit and loss accounts) of OJSC "Magnit".
"Profit and loss distribution of OJSC "Magnit" according to the results of 2011 financial year".
"Payment of dividends on shares of OJSC "Magnit" according to the results of the first quarter of 2012 financial year".
"Election of the board of directors OJSC "Magnit"".
"Election of the OJSC "Magnit" revision commission".
"Approval of the auditor of OJSC "Magnit"".
"Approval of the IFRS auditor of OJSC "Magnit"".
"Election of the counting board of OJSC "Magnit"".
"Ratification of the Charter of OJSC "Magnit" in the new edition".
"Approval of the major related-party transactions".
"Approval of the related-party transactions".
On the item 3 of the agenda:
"To hold the annual general shareholders' meeting in the form of joint presence of shareholders to discuss the agenda items and make decisions on the voting issues with preliminary submission (delivery) of voting ballots prior to the holding of the general shareholders' meeting".
On the item 4 of the agenda:
"To appoint the annual general shareholders' meeting on May 28, 2012 at 11 AM, to appoint the registration of the meeting participants on May 28, 2012 at 10 AM. Venue: 3-rd floor, conference hall,
To determine the address to which the completed voting ballots may be delivered:
On the item 5 of the agenda:
"To authorize the registrar of the Company - OJSC "United Registration Company" - meeting according to the register as of April 13, 2012".
to make the list of persons entitled to participate in the annual general shareholders'
On the item 6 of the agenda:
"To approve the form and text of the voting ballots for the annual general shareholders' meeting on considered items on the board of directors meeting on April 20, 2012". On the item 7 of the agenda:
"To approve the text of the announcement about the annual general shareholders' meeting (appendix №1 to the minutes of BOD) and deliver it by registered mail or to submit against signature to each shareholder of the company prior to April 27, 2012 inclusive".
On the item 8 of the agenda:
"To approve the following list of materials to be presented to the shareholders within the period of preparation for the annual general shareholders' meeting:
OJSC "Magnit" annual report for 2011 financial year;
OJSC "Magnit" annual accounting reports for 2011 financial year, including the auditor's report;
OJSC "Magnit" 2011 consolidated financial statements prepared in accordance with IFRS, including the auditor's report;
report of the OJSC "Magnit" revision commission on the results of the audit of financial and operating activity of the Company for 2011 financial year;
evaluation of the auditor's report on the accounting statements of OJSC "Magnit" over the year 2011 prepared by the Audit committee of the Board of directors of OJSC "Magnit";
evaluation of the auditor's report on the IFRS consolidated financial statements of OJSC "Magnit" over the year 2011 prepared by the Audit committee of the Board of directors of OJSC "Magnit";
recommendations of the Board of directors of the Company on distribution of profit including the dividend amount on shares of OJSC "Magnit" and payment procedure, and losses of the Company for 2011 financial year;
recommendations of the Board of directors of the Company on dividend amount on shares of OJSC "Magnit" and payment procedure for the 1st quarter of 2012 financial year;
recommendations of the Board of directors of the Company on dividend amount on shares of OJSC "Magnit" and payment procedure for 2011 financial year and the 1st quarter of 2012 financial year;
information on candidates nominated to the corresponding bodies of OJSC "Magnit" and information on their written consent to be elected;
information on candidates nominated to the auditor position of OJSC "Magnit";
draft Charter of OJSC "Magnit" in the new edition;
information on amendments to the Charter of OJSC "Magnit";
information on transactions which approval is included into the agenda of the general shareholders' meeting;
draft decisions on the agenda items of the annual general shareholders' meeting.
To instruct the sole executive body to provide access to the information materials starting May 7, 2012 from 10 AM to 5 PM (break from 12:00 PM to 1:00 PM) at the following addresses:
On the item 9.1 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction 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 at a fee for temporary possession and use:
real property - integrated-attached store premises, non-residential, space -
power receivers: cable line 0.4 kv outgoing from a cable divider 0.4 kv of the residential building at the address:
lease fee: 235,000 (two hundred and thirty five thousand) rubles, incl. VAT;
leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 9.2 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
subject of the transaction: The Lessor shall provide the real property to the Lessee at a fee for temporary possession and use:
non-residential premises, № 1-5, 9, with a total space -
lease fee: 220,000 (two hundred and twenty thousand) rubles, incl. VAT;
leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 9.3 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction 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 at a fee for temporary possession and use:
real property - building, name: store; purpose: non-residential; number of floors: 2, number of underground floors: 1; total space:
power receivers: cable line 0.4 kv made of self-supporting insulated wire with a section of 4x35 and length of
lease fee: 350,000 (three hundred and fifty thousand) rubles, incl. VAT;
leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 9.4 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction 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 at a fee for temporary possession and use:
real property - non-residential premises: floor: 1, 2; total space:
power receivers: cable line 0.4 kv made of the cable AVVG 3x50+1x25 with a length of
lease fee: 342,000 (three hundred and forty two thousand) rubles, incl. VAT;
leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
On the item 9.5 of the agenda:
"To approve the transaction which the company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
subject of the transaction: The Lessor shall provide the real property to the Lessee at a fee for temporary possession and use:
premises, purpose: non-residential; floor: 1; total space -
lease fee: 145,000 (one hundred and forty five thousand) rubles, incl. VAT;
leasing period: 10 (ten) years.
The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting period".
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