Magnit Announces Results of BOD Meeting
OREANDA-NEWS. OJSC “Magnit”, Russia's largest retailer (the “Company”, “Issuer”; MICEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on December 26, 2013.
Please be informed that on December 26, 2013 the BOD meeting was held (minutes of the BOD meeting of OJSC “Magnit” are w/o No. of December 26, 2013).
The meeting agenda:
1. 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.
2. Determination of the position of the OJSC “Magnit” representative at the exercise of the voting right on the Retail Import LLC shares in the charter capital owned by the Company.
The following BOD members were present: V. Butenko, S. Galitskiy, K. Pombukhchan and A. Shkhachemukov.
A. Arutyunyan, 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. Arutyunyan, 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:
Item 1.1 on 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:
“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 N°20 as of December 25, 2012 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 2013 in the amount recommended by the Human Resources and Compensation Committee of the Board of Directors of OJSC “Magnit”.
Votes were cast 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 was made.
Item 1.2 on the agenda:
“To recommend the sole executive body of OJSC “Magnit”, which is the sole shareholder of JSC “Tander”, to make the following decisions at the realization of the voting right on shares owned by the Company:
“1. To create the JSC “Tander” branch in Barnaul, Altai Territory:
• name: Branch in Barnaul, Altai Territory,
• location: 76 Emilii Alekseevoy street, Barnaul, Altai Territory, 656023, Russian Federation.
2. To change the name of the JSC “Tander” branch in St. Petersburg, Leningrad region to the following name: Branch in St. Petersburg (location of the branch: 19 Kuznetsovskaya street, St. Petersburg, 196128, Russian Federation),
3. To create the JSC “Tander” branch in St. Petersburg:
• name: Region Branch in St. Petersburg,
• location: premises 3N, letter B, 127, Leninskiy prospect, St. Petersburg, 198207, Russian Federation.
4. To change the location address of the JSC “Tander” branch in Smolensk, Smolensk region to the following: 72 Rylenkova street, Smolensk, Smolensk region, 214036, Russian Federation),
5. Due to creation of the JSC “Tander” branches, change of the name and addresses of the branches, to ratify the Charter of JSC “Tander” in the new edition.”
Votes were cast 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 was made.
Item 2 on the agenda:
“To recommend the sole executive body of OJSC “Magnit”, which is the sole shareholder of Retail Import LLC, to make the following decision at the realization of the voting right on the Retail Import LLC shares in the charter capital owned by the Company:
“1. To terminate in advance the authorities of Dmitriy Komissarov, CEO of Retail Import LLC, to consider January 8, 2014 as the date of termination of his authorities.
2. To elect Vladimir Antonov as the CEO of Retail Import LLC for the term of 5 (five) years (information shall be disclosed in accordance with the Federal Law “On personal data”), to consider January 9, 2014 as the date of assumption of the office.
3. To execute the Employment agreement with Vladimir Antonov, to authorize Sergey Galitskiy, the representative of OJSC “Magnit”, which is the sole shareholder of Retail Import LLC, to sign the Employment agreement with the sole executive body (CEO) of Retail Import LLC on behalf of Retail Import LLC.
4. To authorize the CEO of Retail Import LLC to execute necessary operations related to the state registration of amendments to the Unified State Register of Legal Entities.”
Votes were cast 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 was made.
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