23 Nov 2020 16:40
Lenta Announces Results of EGM
St. Petersburg, Russia, 23 November 2020: Lenta PLC (MOEX & LSE: LNTA), one of the largest retail chains in Russia, today announces that the Company held its Extraordinary General Meeting of shareholders ("EGM") on 23 November 2020 under the chairmanship of Mr. Rud Pedersen, Chief Financial Officer, member of the Board of Directors. The Chairman of the Board designated him as the Chairman of this EGM in accordance with regulation 61 of the Company's Articles of Association.
The EGM was held at Lenta offices, located at 112B Savushkina street, St. Petersburg, Russia.
All of the resolutions proposed at the EGM were passed by the shareholders by the requisite majority in the manner indicated in the table below:
FOR | % | AGAINST | % | WITHHELD | |
1. Ordinary resolution to approve that, with effect from the registration of the Company as an international public joint stock company in the Unified State Register of Legal Entities of the Russian Federation, and only to take effect from the date of such registration (the "Redomiciliation Date"), (a) the par value of the Company's shares shall be denominated in RUB; (b) the charter capital of the Company shall be denominated in RUB; and (c) the par value of the Company's shares in RUB shall be equivalent to the par value of the shares of Lenta PLC in Euro at the official exchange rate set by the Bank of Russia as of 29 October 2020. | 81,398,045 | 99.996% | 0 | - | 3,042 |
2. Ordinary resolution to approve that, with effect from the Re-domiciliation Date, the authorised share capital of the Company be converted from Euro 200,000 divided into 200,000,000 ordinary shares of nominal value Euro 0.001 to Russian Roubles 18,252,640 divided into 200,000,000 ordinary shares of nominal value Russian Roubles 0.0912632 each. | 81,398,045 | 99.996% | 0 | - | 3,042 |
3. Ordinary resolution to approve that, with effect from the Re-domiciliation Date, the issued share capital be converted from Euro 97,585.932 divided into 97,585,932 ordinary shares of nominal value Euro 0.001 each to Russian Roubles 8,906,004.4293024 divided into 97,585,932 ordinary shares of nominal value 0.0912632 each. | 81,398,045 | 99.996% | 0 | - | 3,042 |
4. Special resolution to approve that, with effect from the Re-domiciliation Date, the personal law (lex societatis) of the Company shall be changed from Cypriot law to Russian Law. | 81,398,045 | 99.996% | 0 | - | 3,042 |
5. Special resolution to approve that, with effect from the Re-domiciliation Date, the current Company's Memorandum and Articles of Association shall be superseded by the charter in the form attached in Schedule 1 to the Notice of the Meeting. | 76,110,591 | 93,501% | 5,152,593 | 6,330% | 137,903 |
6. Ordinary resolution to approve that, with effect from the Re-domiciliation Date, the decision of issuance of shares a copy of which is attached in Schedule 2 to the Notice of the Meeting be approved. | 81,398,045 | 99.996% | 0 | - | 3,042 |
7. Special resolution to approve that, with effect from the Re-domiciliation Date, the place of residence of the Company be changed to Solnechniy Boulevard, 25, office В/66, 236006, Kaliningrad, Kaliningradskaya oblast, Russian Federation. | 81,398,045 | 99.996% | 0 | - | 3,042 |
8. Ordinary resolution to approve that, with effect from the Re-domiciliation Date, Limited Liability Company "Partner" (INN 3528218586) be appointed as the registrar that will maintain the shareholders' register of the Company in Russia. | 81,398,045 | 99.996% | 0 | - | 3,042 |
9. Ordinary resolution to approve that, with effect from the Re-domiciliation Date, Mr. Rud Trabjerg Pedersen, holding a Danish passport with number 211138178, be appointed as chief executive officer of the Company. | 81,398,045 | 99.996% | 0 | - | 3,042 |
10. Ordinary resolution to approve that Messrs. Rud Trabjerg Pedersen (holding a Danish passport with number 211138178) and Vladimir Leonidovich Sorokin (holding Russian passport with number 4516 582284) are each hereby authorised (without issuing Power of Attorney), acting singly, to fully represent the Company in the Russian Federation and make any decisions on any matters related to the Redomiciliation of the Company and state registration of the Company shares, including but not limited to sign, submit, amend and negotiate any respective documents (including but not limited to the decision of issuance of shares), forms required to establish the Company as an International Company under the laws of the Russian Federation, and issue any powers of attorneys to third parties in connection herewith, as well as to submit any required statements, applications and declarations. | 81,398,045 | 99.996% | 0 | - | 3,042 |
11. Ordinary resolution to authorise any one of the directors and/or the secretary of the Company to take all necessary actions on behalf of the Company to give effect to the above resolutions including, inter alia, to complete and file the relevant documents and applications with any competent authority and make all necessary assurances, affidavits, declarations and publications for the proper completion of the Company's transfer of its registered office out of the Republic of Cyprus and to the Russian Federation. | 81,398,045 | 99.996% | 0 | - | 3,042 |
The results of voting at the EGM can also be viewed on the Company's website at www.lentainvestor.com. In accordance with Listing Rule 14.3.6, an electronic copy of this announcement has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Withheld votes are not counted in the calculation of votes for or against any resolution.
The total number of ordinary shares in the Company eligible to be voted at the EGM was 96,675,386.
For further information please visit www.lentainvestor.com or contact:
LentaMariya FilippovaHead of Public Relations and Government Affairsmaria.filippova@lenta.com | Lenta Timothy PostInvestor Relations Officertimothy.post@lenta.com |
EM (International Media Inquiries)Lenta@em-comms.com |
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About Lenta
Lenta is the largest hypermarket chain in the Russian Federation and the fourth largest food retailer. The Company was founded in 1993 in St. Petersburg and currently operates 250 hypermarkets and 136 supermarkets in 88 cities across Russia with almost 1.5 million square meters of selling space. The average Lenta hypermarket has approximately 5,500 square meters of selling space, while the Lenta supermarket averages 800 square meters. The company operates 12 distribution centers throughout Russia. Lenta is listed on both the London Stock Exchange and Moscow Exchange, trading under the ticker: 'LNTA'