Magnit

Board/Management Information • Feb 26, 2014

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OJSC MAGNIT - BoD Results

PR Newswire

London, February 26

Press-releaseKrasnodarFebruary 26, 2014OJSC "Magnit" Announces the Results of the BOD MeetingKrasnodar, February 26, 2014: OJSC "Magnit", Russia's largest retailer (the"Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the resultsof the BOD meeting held on February 25, 2014.Please be informed that on February 25, 2014 the BOD meeting was held (minutesof the BOD meeting of OJSC "Magnit" are w/o No. of February 25, 2014).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 LLC "Tandem" shares in the charter capital owned by the Company. 3. Ratification of the Anti-Bribery and Corruption Policy of Open Joint-Stock Company "Magnit"The following BOD members were present: A. Arutyunyan, V. Butenko, S.Galitskiy, K. Pombukhchan and A. Shkhachemukov.A. Zayonts and A. Makhnev provided their written opinions on the items of theagenda of the BOD meeting of OJSC "Magnit".The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts and A. Makhnev amounts to not less than half of thenumber 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:Item 1.1 on the agenda:"To recommend the chief executive officer of OJSC "Magnit" which is the soleshareholder of JSC "Tander", to make the following decisions at the exercise ofthe voting right on the JSC "Tander" shares owned by the Company:1. To establish the branch of JSC "Tander" in Tomsk, Tomsk region:- name: Branch in Tomsk, Tomsk region,- location: premises Ц093-Ц113, Ц1000, 8/2 Internatsionalistov street, Tomsk,Tomsk region, 634057, the Russian Federation.2. To establish the branch of JSC "Tander" in Novosibirsk, Novosibirsk region:- name: Branch in Novosibirsk, Novosibirsk region,- location: 23 Novouralskaya street, Novosibirsk, Novosibirsk region, 630090,the Russian Federation.3. To change the location address of the JSC "Tander" branch in Prokhladny,Kabardino-Balkaria region to the following: 15 Stepana Razina street,Prokhladny, Kabardino-Balkaria region, 361045, the Russian Federation4. To extend main types of activities of JSC "Tander" with the following newactivities:- catering services;- services on production and (or) sale of cookery products and confectionaryinter alia per customers' order as well as specially cooked and extra presentedat the catering facilities;- arrangement of catering services;- sale of cookery products and confectionary in and out of stores and cookerysections;- other catering services;- medical practice, nursing.5. To file the information on the new types of activity to the Unified StateRegister of Legal Entities.6. Due to establishment of the new branches of JSC "Tander", change of thelocation address of the branch, change of the information on the types ofactivities to approve the restated Charter of JSC Tander".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 chief executive officer of OJSC "Magnit" which is the soleshareholder of JSC "Tander", to make the following decisions at the exercise ofthe voting right on the JSC "Tander" shares owned by the Company:"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Additional agreement to the Credit agreement №29-261/15/2651-10-KP ofSeptember 30, 2010 (hereinafter -the "Agreement") by JSC "Tander" (hereinafter- the "Borrower") with the Joint-stock commercial bank "Bank of Moscow" (openjoint-stock company), which the Borrower plans to execute in future, related toacquisition, disposal and possible direct or indirect company's disposal of theproperty, the cost of which amounts to 5 and more per cent of the balance sheetvalue of assets of the company, its subsidiaries, the principal company (inrelation to which the company is a subsidiary), as well as other subsidiariesof the principal company (the "Group"), determined on the basis of the latestavailable IFRS consolidated report of the Group, prepared in compliance withthe International Financial Reporting Standards based on the following terms ofthe Agreement including changes introduced by the additional agreement: 1. Loan limit of 16,000,000,000 (sixteen billion) rubles; 2. Validity of the Agreement - till April 30, 2016; 3. Interest rate on loans comprises not more than 12% (twelve per cent) per annum; 4. Terms, issue procedure and repayment of the loan, interest and other payments shall be determined by the relevant credit transactions".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 chief executive officer of OJSC "Magnit" which is the soleshareholder of LLC "Tandem" to make the following decisions at the exercise ofthe voting right on the LLC "Tandem" shares in the charter capital owned by thecompany:"1. In order to ensure the shareholders' right to information on theperformance of the company, in order to make the decision by shareholders onthe quarterly (every six months) distribution of net profit of the Company orto waive quarterly (every six months) distribution of net profit toshareholders of the company, to provide the shareholders of the company withinterim reports as of March 31, June 30 and September 30 through introductionof the following changes to the charter of LLC "Tandem":To add clause 14.6. of the Charter as follows:"The Company shall prepare interim accounting (financial) reports as of March31, June 30 and September 30».To add article 14 of the Charter as follows:"The Company shall provide shareholders of the company with access to theinterim accounting (financial) reports as of March 31, June 30 and September30".2. In view of the above mentioned changes to approve the restated Charter ofLLC "Tandem".3. According to article 27 of the Federal Law «On limited liability companies»in order to increase net assets of the company to contribute the amount of261,000,000 (two hundred and sixty million) rubles to the estate of LLC"Tandem" by March 31, 2014".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 3 on the agenda:In order to ensure compliance with the UK Bribery Act 2010 requirements toratify the Anti-Bribery and Corruption Policy of Open Joint-Stock Company"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.For further information, please contact:Timothy Post Director, Investor Relations Email: post@gw.tander.ru Office: +7-861-277-4554 x7600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562Dina Svishcheva Deputy Director, Investor Relations Email: Chistyak@gw.tander.ru Office: +7-861-277-4554 x5101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562Company description:Magnit is Russia's largest retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of December 31,2013, Magnit operated 22 distribution centers and over 8,000 stores (7,200convenience, 207 hypermarkets, and 686 cosmetics) in more than 1,868 cities andtowns throughout 7 federal regions of the Russian Federation.In accordance with the unaudited IFRS management accounts for 2013, Magnit hadrevenues of $18,202 million USD and an EBITDA of $2,032 million USD. Magnit'slocal shares are traded on the Moscow Stock Exchange (MICEX: MGNT) and its GDRson the London Stock Exchange (LSE: MGNT) and it has a credit rating fromStandard & Poor's of BB. Measured by market capitalization, Magnit is nowEurope's 2nd largest retailer.