Press-release
Krasnodar
February 17, 2015
PJSC "Magnit" Announces the Results of the BOD Meeting
Krasnodar, February 17, 2015: PJSC "Magnit", Russia's largest retailer (the
"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of
the BOD meeting held on February 17, 2015.
Please be informed that on February 17, 2015 the BOD meeting was held (minutes
of the BOD meeting of PJSC "Magnit" are w/o No. of February 17, 2015).
The meeting agenda:
1. 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.
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 tems 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 decisions and voting results:
Item 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 - the 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. The Credit interest rate shall be determined by the Parties of the Credit
agreement upon approval of the Credit transaction essentials.
6. The interest rate for the use of Credits provided for more than 180 (One
hundred and eighty) days may be determined as a fixed and/or floating rate.
The floating Credit interest rate shall be calculated by the Bank as a Key rate
increased by the markup in percent per annum established in the Borrower's
application for the credit (offer) and approved (accepted) by the Bank. In this
case the Key rate means the Key rate of the Bank of Russia published at the
official website of the Bank of Russia in the Internet (www.cbr.ru). The
floating Credit interest rate shall be determined by the Bank on the date of
the Credit provision on the basis of the Key rate effective as of the date of
the Credit provision. Revision of the floating interest rate shall be executed
unilaterally by the Bank when the Key rate is changed by the Bank of Russia on
the date from which the new Key rate published at the Bank of Russia website is
effective.
7. The term of the Credit agreement - until December 25, 2016. 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.
8. 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.
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 (MOEX: 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.