Press-release
Krasnodar
February 4, 2015
PJSC "Magnit" Announces the Results of the BOD Meeting
Krasnodar, February 4, 2015: PJSC "Magnit", Russia's largest retailer (the
"Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the results
of the BOD meeting held on February 4, 2015.
Please be informed that on February 4, 2014 the BOD meeting was held (minutes
of the BOD meeting of PJSC "Magnit" are w/o No. of February 4, 2015).
The meeting agenda:
1. Consideration of proposals for the nomination of candidates to stand for
election to the board of directors of PJSC "Magnit" at the annual general
shareholders meeting of PJSC "Magnit".
2. Consideration of proposals for the nomination of candidates to stand for
election as the auditor of PJSC "Magnit" at the annual general shareholders
meeting of PJSC "Magnit".
3. Determination of PJSC "Magnit" business priorities.
4. Determination of the position of the PJSC "Magnit" representative at the
exercise of the voting right on the JSC "Tander" shares owned by the
Company.
5. Determination of the position of the PJSC "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: A. Arutyunyan, K. Pombukhchan, S.
Galitskiy,
A. Shkhachemukov.
A. Zayonts, A. Makhnev and A. Pshenichniy provided their written opinions on
the items of the agenda of the BOD meeting of PJSC "Magnit".
The number of the BOD members participated in the meeting, including written
opinions of
A. Zayonts, A. Makhnev and A. Pshenichniy 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 decisionsand voting results:
Items 1.1-1.3 on the agenda:
"To include the following candidates on the list of candidates for voting at
the election of the Board of directors of PJSC "Magnit" at the annual general
shareholders meeting of PJSC "Magnit" held following the close of the 2014
financial year:
Names of candidates Nationality Date of birth Passport details
Aleksandr Russian Federation 22.11.1975 Information is
Aleksandrov disclosed according
to the Federal law
"On Personal Data"
Alexander Zayonts Russian Federation 10.01.1967 Information is
disclosed according
to the Federal law
"On Personal Data"
Alexey Pshenichniy Russian Federation 23.02.1967 Information is
disclosed according
to the Federal law
"On Personal Data"
Aslan Shkhachemukov Russian Federation 22.08.1962 Information is
disclosed according
to the Federal law
"On Personal Data"
Khachatur Russian Federation 16.03.1974 Information is
Pombukhchan disclosed according
to the Federal law
"On Personal Data"
Andrey Arutyunyan Russian Federation 12.01.1969 Information is
disclosed according
to the Federal law
"On Personal Data"
Sergey Galitskiy Russian Federation 14.08.1967 Information is
disclosed according
to the Federal law
"On Personal Data"
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 2.1 on the agenda:
"To include the following candidate on the list of candidates for voting at the
election of the auditor of PJSC "Magnit" in accordance with the Russian
accounting standards at the annual general shareholders meeting convened
following the close of the 2014 financial year:
Full company name of the candidate: "Faber Lex" Audit Limited Liability
Company;
State registration data: Principal State Registration Number 1022301213197,
Taxpayer Id. Number 2308052975;
Location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region;
Contact numbers: (861) 220-03-20, 226-41-41;
Information on membership in the self-regulatory organization of auditors:
certificate as of 15.02.2010 of membership in the Non-commercial partnership
"The Moscow Audit Chamber" (Order of the Ministry of Finance of the Russian
Federation № 578 as of 26.11.2009 on entering data on the Non-commercial
partnership "The Moscow Audit Chamber" into the state register of the
self-regulatory organization of auditors), Principal Number of Registration
Entry 10203002910."
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 2.2 on the agenda:
"To include the following candidate on the list of candidates for voting at the
election of the auditor of PJSC "Magnit" in accordance with IFRS at the annual
general shareholders meeting convened following the close of the 2014 financial
year:
Full company name of the candidate: "Ernst & Young" Limited Liability Company;
State registration data: Principal State Registration Number of the issuer
1027739707203, Taxpayer Id. Number 7709383532;
Location: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035;
Contact numbers: 7 495 755 9700, 7 495 755 9701;
Information on membership in the self-regulatory organization of auditors:
certificate № 3028 of membership in the Self-regulatory organization of
auditors Non-commercial partnership "Audit Chamber of Russia" (Order of the
Ministry of Finance of the Russian Federation № 455 as of 01.10.2009 on
entering data on the Non-commercial partnership "Audit Chamber of Russia" into
the state register of the self-regulatory organization of auditors), Principal
Number of Registration Entry 10201017420."
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 3 on the agenda:
"To determine PJSC "Magnit" business priorities by means of ratification of the
Plans of financial and economic activity of the Company for the year 2015 and
the first quarter of 2015."
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 4.1 on the agenda:
"To recommend the sole executive body of PJSC "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":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve conclusion of
the Additional agreement by JSC "Tander" (hereinafter - the Borrower) which the
Borrower plans to execute in future to the previously concluded Agreement on
the procedure of conclusion of the Credit transactions with the use of remote
banking systems №КС714000/2010/00098 of 17.12.2010 (hereinafter - the Credit
agreement) with VTB Bank (open joint-stock company) (hereinafter - Lender),
related to acquisition, disposal and an opportunity of the company to dispose
property, directly or indirectly, the cost of which amounts to 5 and more
percent of the balance sheet value of assets of the company, its subsidiaries,
principal company (of which the company is a subsidiary), as well as other
subsidiaries of the principal company ("Group"), determined on the basis of the
latest available IFRS consolidated report of the Group based on the following
essentials of the Credit agreement (including changes introduced by the
additional agreement):
1. The Credit agreement shall regulate the general terms and conditions and
the procedure of conclusion of the Credit transactions on the Credit
provision by the Lender to the Borrower using of remote banking systems,
the procedure of payments under the Credit transactions by the parties and
responsibility of the parties for failure to perform obligations under the
concluded Credit transactions.
2. According to the Credit agreement, the parties shall conclude the Credit
transactions in Russian rubles.
3. The maximum term of the individual Credit provide under the Credit
transaction shall not exceed 365 (three hundred and sixty five) days from
the date of the Credit provision.
4. The total amount of Credits that may be provided by the Creditor under the
Credit agreement on any date shall not exceed 20,000,000,000 (Twenty
billion) rubles.
5. Interest rate for each individual Credit provided under the Credit
transaction shall amount to:
* not more than 35% (Thirty five) percent per annum for the Credits provided
at a fixed interest rate;
* not more than the key interest rate of the Central Bank of the Russian
Federation (key interest rate of the Bank of the Russia published at the
official website of the Bank of Russia in the Internet (www.cbr.ru)) plus
20% (Twenty percent) per annum for Credits provided at a floating interest
rate.
6. The term of the Credit agreement - until December 25, 2015. Unless one of
the Credit agreement Parties expresses its intention in the written form to
terminate it 5 (five) Business days before the expiry term, this Credit
agreement shall be automatically extended for every subsequent year.
7. The terms of Credit transaction execution, the procedure of credit
provision and redemption, including the procedure of determination of the
Credit interest rate, shall be determined by the Credit agreement.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with
the right to sign the Additional agreements determining the credit terms and
changing the terms and conditions of the Credit agreement, including but not
limited to the change of the interest rates, the change of the term of the
credit provision within the meaning hereof".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 4.2 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of JSC "Tander", to make the following decision at the realization
of the voting right on JSC "Tander" shares owned by the Company:
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Agreements on the opening of the revolving and non-revolving credit
lines (hereinafter - the Credit agreements) by JSC "Tander" (hereinafter - the
Borrower) with Open joint-stock company "Sberbank of Russia" represented by the
South-Western bank (the Creditor), which the Borrower plans to execute in
future, related to acquisition, disposal and possible direct or indirect
company's disposal of the property, the cost of which amounts to 5 and more per
cent of the balance sheet value of assets of the company, its subsidiaries, the
principal company (in relation to which the company is a subsidiary), as well
as other subsidiaries of the principal company (the "Group"), determined on the
basis of the latest available IFRS consolidated report of the Group, prepared
in compliance with the International Financial Reporting Standards with the
following essentials:
1. total credit limit for Credit agreements shall amount to not more than
30,000,000,000 (Thirty billion) rubles;
2. the credit under each Credit agreement shall be provided for the period of
not more than 3 (Three) years;
3. interest rate for the credit use under each Credit agreement shall amount to
not more than 35% (Thirty five percent) per annum;
4. terms, procedure of granting and repayment of the credit amounts, interest,
commission charges and other payments shall be determined by the Credit
agreements.
Hereby to provide the Chief Executive Officer of JSC "Tander" and other JSC
"Tander" representatives, authorized by the CEO, with the right to sign the
additional agreements to the Credit agreements, which change the terms and
conditions of the Credit Agreements, including but not limited to the change of
the interest rates, the change of the credit amount and the period of the
credit provision within the limits hereof".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 4.3 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of JSC "Tander", to make the following decision at the realization
of the voting right on JSC "Tander" shares owned by the Company:
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Additional Agreement (hereinafter - the Additional Agreement) to the
Credit agreement №29-261/15/2651-10-KP as of September 30, 2010 (hereinafter -
the Credit agreement) by JSC "Tander" (hereinafter - the Borrower) with
Joint-stock commercial bank "Bank of Moscow" (open joint-stock company)
(hereafter - "the Creditor"), which the Borrower plans to execute in future,
related to acquisition, disposal and possible direct or indirect company's
disposal of the property, the cost of which amounts to 5 and more per cent of
the balance sheet value of assets of the company, its subsidiaries, the
principal company (in relation to which the company is a subsidiary), as well
as other subsidiaries of the principal company (the "Group"), determined on the
basis of the latest available IFRS consolidated report of the Group, prepared
in compliance with the International Financial Reporting Standards with the
following essentials:
1. The Credit agreement shall reflect intentions of the Creditor and the
Borrower to execute credit transactions and regulate the approval procedure of
terms and conditions of the credit transactions;
2. Maximum indebtedness of the Borrower under one-time credits provided within
the terms of the Credit agreement, shall amount to not more than 16,000,000,000
(sixteen billion) rubles;
3. Credits within the terms of the Credit agreement shall be provided for the
maximum of 365 (Three hundred sixty five) days;
4. Upon determination of the deadline of repayment of each credit, the whole
indebtedness under credits, provided within the terms of the Credit agreement,
shall be repaid in full not later than April 30, 2016;
5. Interest rate for the credit use including charges amounts to not more than
35% (Thirty five percent) per annum;
6. Terms, procedure of granting and repayment of the credit amounts, interest
and other payments, procedure of determination of the credit interest rate
shall be specified in the relevant credit transactions executed within the
terms of the Credit agreement.
Hereby to provide the Chief Executive Officer of JSC "Tander" Vladimir
Gordeychuk with the right to sign the Additional agreements which determine
the credit terms and change the conditions of the Credit Agreement, including
but not limited to the change of the interest rates, the change of the credit
amount and the period of the credit provision within the limits hereof".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 5.1 on the agenda:
"To recommend the sole executive body of PJSC "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 Vladimir Antonov, CEO of Retail
Import LLC, to consider February 4, 2015 as the date of termination of his
authorities.
2. To elect Vitaliy Tsyplenkov as the CEO of Retail Import LLC for the term of
5 (five) years (passport details: information shall be disclosed in accordance
with the Federal Law "On personal data"), to consider February 5, 2015 as the
date of assumption of the office.
3. To execute the Employment agreement with Vitaliy Tsyplenkov, to authorize
Sergey Galitskiy, the representative of PJSC "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", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 5.2 on the agenda:
"To recommend the sole executive body of PJSC "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:
"To approve the Agreement №10 on fulfillment of obligations of January 30, 2015
(hereinafter - the Agreement) which Retail Import LLC (hereinafter - the
Party-1) executed with Open joint-stock company "Rosspirtprom" (Taxpayer Id.
Number 7730605160; Location: bld. 21, 34 Kutuzovsky prospect, Moscow, 121170
(hereinafter - the Party-2) and which is a major transaction with the following
essentials:
1. The Party-2 intends to conclude the following two Guarantee agreements with
the customs authorities of the Russian Federation (hereinafter - the
Creditor) upon fulfillment by the Party-1 of the Agreement terms:
1.1 The Guarantee Agreement 1 for a period of 2 (two) years according to
which the Party-2 shall be liable to the Creditor for fulfillment of
obligations of the Party-1 on the use of the acquirable excise stamps
for the purpose intended which includes:
* execution of the Rules on marking of alcoholic products with excise stamps
approved by the Resolution of the Government of the Russian Federation as
of December 31, 2005 №866 "On marking of alcoholic products with excise
stamps";
* fulfillment of obligations of the Party-1 on the provision of the report on
the use of the previously issued stamps within the specified period.
1.2 The Guarantee Agreement 2 for a period of 2 (two) years in accordance
to which the Party-2 shall be liable to the Creditor for fulfillment of
obligations of the Party-1 to the Creditor which may occur in the
future on customs clearance charge, payment of taxes and fees in
accordance with article 79, article 80 clause 1, article 91 clause 4,
article 227 of the Customs Code of the Customs Union, article 151,
article 154 clause 1 of the Federal law as of November 27, 2010 №311-FZ
"On customs regulation in the Russian Federation".
2 In case if the Party-2 fulfills the obligations of the Party-1 under the
Guarantee agreement 1 and/ or the Guarantee agreement 2, the Party-2 shall
obtain the Creditor's rights under this obligation to the extent to which
the Party-2 as the Guarantor of the Party-1 will meet the requirements of
the Creditor.
3 The Party-1 shall accrue and pay remuneration to the Party-2 for provision
of the guarantee services to the Creditor for the Party-1 under the
Agreement:
4 Within the 3 (three) days period from the date of signing the Agreement the
Party-1 and the insurance company approved by the parties of the Agreement
shall conclude an agreement of the excise stamps insurance as cargo against
loss, shortage or damage as well as other risks indicated in the insurance
company's rules on cargo insurance.
5 The Party-1 shall be liable for the breach of obligations under the
Agreement pursuant to the procedure and in the amount specified in the
Agreement.
6 Other rights and obligations of the Parties shall be determined by the
Agreement".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev
- "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
For further information, please contact:
Timothy Post Director, Investor Relations
Email: post@magnit.ru
Office: +7-861-277-4554 x 17600
Mobile: +7-961-511-7678
Direct Line: +7-861-277-4562
Dina Svishcheva Deputy Director, Investor Relations
Email: Chistyak@magnit.ru
Office: +7-861-277-45-54 x 15101
Mobile: +7-961-511-0202
Direct Line: +7-861-277-4562
Company description:
Magnit is Russia's largest food retailer. Founded in 1994, the company is
headquartered in the southern Russian city of Krasnodar. As of December 31,
2014, Magnit operated 27 distribution centers and over 9,700 stores (8,344
convenience, 287 hypermarkets, and 1,080 drogerie stores) in approximately
2,100 cities and towns throughout 7 federal regions of the Russian
Federation.
In accordance with the unaudited IFRS management accounts for 2014, Magnit
had revenues of RUB 764 billion and an EBITDA of RUB 86 billion. 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
one of the largest retailers in Europe.