Magnit

AGM Information • Nov 17, 2014

National Storage Mechanism | Additional information

You don't have Javascript enabled. For full functionality this page requires javascript to be enabled.

PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, November 17

Press-releaseKrasnodarNovember 17, 2014PJSC "Magnit" Announces the Results of the BOD MeetingKrasnodar, November 17, 2014: PJSC "Magnit", Russia's largest food retailer(the "Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce theresults of the BOD meeting held on November 17, 2014.Please be informed that on November 17, 2014 the BOD meeting was held (minutesof the BOD meeting of PJSC "Magnit" are w/o No. of November 17, 2014).The meeting agenda: 1. Determination of the recommended price for major related party transactions to be approved by the EGM of PJSC "Magnit". 2. Determination of the form and the text of the voting ballots on the items to be considered at the EGM of PJSC "Magnit". 3. 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, S. Galitskiy, K.Pombukhchan andA. Shkhachemukov.A. Zayonts, A. Makhnev and A. Pshenichniy provided their written opinions onthe items of the agenda of the BOD meeting of PJSC "Magnit".The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts, A. Makhnev and A. Pshenichniy amounts to not less thanhalf 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:Item 1.1 on the agenda:"Due to the fact that the three related guarantee agreements, which the Companyplans to execute in future as security for obligations of Joint-stock company"Tander" (beneficiary) (hereafter - the Borrower) to Open joint-stock company"ALFA-BANK" (hereafter - the Creditor) under the credit agreements on openingof the revolving credit line in Russian rubles, taken together are a majorrelated party transaction, the price of the property, to the possible disposalof which the granting of the guarantees is related, is to be determined by theCompany's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligations ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the followingessentials of the corresponding credit agreements:The Credit agreement №013P3L on opening of the revolving credit line in Russianrubles of 29.04.2014 (hereafter - the Credit agreement-1):- the guarantee agreement shall secure the fulfillment of obligations by theBorrower under the Credit agreement-1 with the following essentials:1. the Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - "the Credits") in the form of the revolving credit line(hereafter - "the Credit line"), and the Borrower shall repay the Credits andpay the interest for the Credits use, and make other payments under the Creditagreement-1 for the benefit of the Creditor pursuant to the procedure andwithin the time limit established by the Credit agreement-1;2. within the Credit line the Borrower shall be entitled to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line comprises not more than 9,500,000,000 (Nine billion five hundredmillion) rubles ("the Credit limit");3. the term of the Credit line is set from 29.04.2014 to 24.04.2017. After theexpiration of the term of the Credit line the Credits shall not be provided tothe Borrower;4. the Credits shall be provided under the concluded additional agreements tothe Credit agreement-1. The Credit currency shall be Russian rubles. TheBorrower shall repay all received Credits no later than the date of expirationof the term of the Credit line (inclusive);5. the Credits within the term of the Credit line shall be provided for notmore than 36 (Thirty six) months;6. the Borrower shall pay to the Creditor the interest for the use of eachCredit at the rate established by the corresponding additional agreement butnot exceeding 25 (Twenty five) percent per annum;7. the terms and procedure of granting and repayment of the Credit amounts(including the amount of any type of remuneration paid by the Borrower to theCreditor) shall be determined by the Credit agreement-1;8. the Credit agreement-1 shall remain in force until the parties fully fulfilltheir obligations under the Credit agreement-1;9. The Borrower shall incur the following liability under the Creditagreement-1:- in case of the late repayment of the Credits the Creditor shall be entitledto charge the Borrower a penalty in the amount of 0.10 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate effective on the day for which the penalty is charged;- in case of the late payment of interest the Creditor shall be entitled tocharge the Borrower a penalty in the amount of 0.10 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate effective on the day for which the penalty is charged;- in case of breach by the Borrower of obligations for maintenance of thecredit turnover under the terms and conditions of the Credit agreement-1, theCreditor shall be entitled to demand from the Borrower to pay a penalty in theamount of 0.20 % of the amount of outstanding obligations for maintenance ofthe credit turnover, determined by the Creditor as the difference between theamount of the credit turnover for the corresponding accounting period and theactual amount of the credit turnover for the same accounting period;- if the Borrower is not entitled for the advanced repayment of the Credit(Credits) upon the advanced repayment of the Credit (in full or in part) at theinitiative of the Borrower, the Creditor shall be entitled to demand from theBorrower to pay a penalty the amount of which shall be calculated on the basisof the interest rate, applicable to the corresponding Credit as of the date ofthe advanced repayment at the initiative of the Borrower, accrued on the amountof the Credit repaid, for the period from the date of the advanced repayment tothe date, specified in the corresponding agreement, on which the Credit shallhave been repaid, and/or to the date, on which the Borrower shall be entitledfor the advanced repayment of the Credit, including this date;10. in case if nonfulfillment by the Guarantor of any of the securedobligations within 5 (Five) business days from the moment of receiving thedemand from the Creditor to the Guarantor, the Creditor shall be entitled tocharge the Guarantor a penalty in the amount of 0.20 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate of the Bank of Russia effective on the day for which thepenalty is charged;11. maximum price (amount) of the guarantee agreement: The Guarantor shall befully liable to the Creditor for the non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement-1, including theprincipal amount of debt, interest, penalties, losses caused to the Creditor bythe non-fulfillment or improper fulfillment of the Credit agreement;- the guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity of the Credit agreement-1, fixed by the validjudgment, on repayment of monetary funds received by the Borrower for thebenefit of the Creditor, and on payment of interest for the use of another'smonetary funds charged on the amount of unreasonable gains of the Borrower.The Credit agreement on opening of the revolving credit line in Russian rubleswhich the Borrower plans to execute after 17.11.2014 (hereafter - the Creditagreement-2):- the guarantee agreement shall secure the fulfillment of obligations by theBorrower under the Credit agreement-2 with the following essentials:1. the Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - "the Credits") in the form of the revolving credit line(hereafter - "the Credit line");2. within the Credit line the Borrower shall be entitled to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line comprises not more than 4,000,000,000 (Four billion) rubles ("theCredit limit");3. the term of the Credit line shall not exceed 51 (Fifty one) months, theBorrower shall repay all received Credits no later than the date of expirationof the term of the corresponding Credit line;4. the Credits within the term of the Credit line shall be provided for notmore than 36 (Thirty six) months;5. the interest rate: not more than 25 (Twenty five) percent per annum;6. the terms and procedure of granting and repayment of the Credit amounts(including the amount of any type of remuneration paid by the Borrower to theCreditor) shall be determined by the Credit agreement-2;7. the Credit agreement-2 shall become effective from the date on which it issigned and shall remain in force until the parties fully fulfill theirobligations under the Credit agreement-2;8. The Borrower shall incur the following liability under the Creditagreement-2:- in case of the late repayment of the Credits the Creditor shall be entitledto charge the Borrower a penalty in the amount of 0.20 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate effective on the day for which the penalty is charged;- in case of the late payment of interest the Creditor shall be entitled tocharge the Borrower a penalty in the amount of 0.20 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate effective on the day for which the penalty is charged;- in case of breach by the Borrower of obligations for maintenance of thecredit turnover under the terms and conditions of the Credit agreement-2, theCreditor shall be entitled to demand from the Borrower to pay a penalty in theamount of 0.30 % of the amount of outstanding obligations for maintenance ofthe credit turnover, determined by the Creditor as the difference between theamount of the credit turnover for the corresponding accounting period and theactual amount of the credit turnover for the same accounting period;- if the Borrower is not entitled for the advanced repayment of the Credit(Credits) upon the advanced repayment of the Credit (in full or in part) at theinitiative of the Borrower, the Creditor shall be entitled to demand from theBorrower to pay a penalty the amount of which shall be calculated on the basisof the interest rate, applicable to the corresponding Credit as of the date ofthe advanced repayment at the initiative of the Borrower, accrued on the amountof the Credit repaid, for the period from the date of the advanced repayment tothe date, specified in the corresponding agreement, on which the Credit shallhave been repaid, and/or to the date, on which the Borrower shall be entitledfor the advanced repayment of the Credit, including this date;9. in case if nonfulfillment by the Guarantor of any of the secured obligationswithin 5 (Five) business days from the moment of receiving the demand from theCreditor to the Guarantor, the Creditor shall be entitled to charge theGuarantor a penalty in the amount of 0.30 % of the amount of outstandingobligations per each overdue day, but not lower than the dual refinancing rateof the Bank of Russia effective on the day for which the penalty is charged;10. maximum price (amount) of the guarantee agreement: The Guarantor shall befully liable to the Creditor for the non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement-2, including theprincipal amount of debt, interest, penalties, losses caused to the Creditor bythe non-fulfillment or improper fulfillment of the Credit agreement-2;- the guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity of the Credit agreement-2, fixed by the validjudgment, on repayment of monetary funds received by the Borrower for thebenefit of the Creditor, and on payment of interest for the use of another'smonetary funds charged on the amount of unreasonable gains of the Borrower.The Credit agreement on opening of the revolving credit line in Russian rubleswhich the Borrower plans to execute after 17.11.2014 (hereafter - the Creditagreement-3):- the guarantee agreement shall secure the fulfillment of obligations by theBorrower under the Credit agreement-3 with the following essentials:1. the Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - "the Credits") in the form of the revolving credit line(hereafter - "the Credit line");2. within the Credit line the Borrower shall be entitled to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line comprises not more than 7,000,000,000 (Seven billion) rubles ("theCredit limit");3. the term of the Credit line shall not exceed 51 (Fifty one) months, theBorrower shall repay all received Credits no later than the date of expirationof the term of the corresponding Credit line;4. the Credits within the term of the Credit line shall be provided for notmore than 36 (Thirty six) months;5. the interest rate: not more than 25 (Twenty five) percent per annum;6. the terms and procedure of granting and repayment of the Credit amounts(including the amount of any type of remuneration paid by the Borrower to theCreditor) shall be determined by the Credit agreement-3;7. the Credit agreement shall become effective from the date on which it issigned and shall remain in force until the parties fully fulfill theirobligations under the Credit agreement-3;8. The Borrower shall incur the following liability under the Creditagreement-3:- in case of the late repayment of the Credits the Creditor shall be entitledto charge the Borrower a penalty in the amount of 0.20 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate effective on the day for which the penalty is charged;- in case of the late payment of interest the Creditor shall be entitled tocharge the Borrower a penalty in the amount of 0.20 % of the amount ofoutstanding obligations per each overdue day, but not lower than the dualrefinancing rate effective on the day for which the penalty is charged;- in case of breach by the Borrower of obligations for maintenance of thecredit turnover under the terms and conditions of the Credit agreement-3, theCreditor shall be entitled to demand from the Borrower to pay a penalty in theamount of 0.30 % of the amount of outstanding obligations for maintenance ofthe credit turnover, determined by the Creditor as the difference between theamount of the credit turnover for the corresponding accounting period and theactual amount of the credit turnover for the same accounting period;- if the Borrower is not entitled for the advanced repayment of the Credit(Credits) upon the advanced repayment of the Credit (in full or in part) at theinitiative of the Borrower, the Creditor shall be entitled to demand from theBorrower to pay a penalty the amount of which shall be calculated on the basisof the interest rate, applicable to the corresponding Credit as of the date ofthe advanced repayment at the initiative of the Borrower, accrued on the amountof the Credit repaid, for the period from the date of the advanced repayment tothe date, specified in the corresponding agreement, on which the Credit shallhave been repaid, and/or to the date, on which the Borrower shall be entitledfor the advanced repayment of the Credit, including this date;9. in case if nonfulfillment by the Guarantor of any of the secured obligationswithin 5 (Five) business days from the moment of receiving the demand from theCreditor to the Guarantor, the Creditor shall be entitled to charge theGuarantor a penalty in the amount of 0.30 % of the amount of outstandingobligations per each overdue day, but not lower than the dual refinancing rateof the Bank of Russia effective on the day for which the penalty is charged;10. maximum price (amount) of the guarantee agreement: The Guarantor shall befully liable to the Creditor for the non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement-3, including theprincipal amount of debt, interest, penalties, losses caused to the Creditor bythe non-fulfillment or improper fulfillment of the Credit agreement-3;- the guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity of the Credit agreement-3, fixed by the validjudgment, on repayment of monetary funds received by the Borrower for thebenefit of the Creditor, and on payment of interest for the use of another'smonetary funds charged on the amount of unreasonable gains of the Borrower.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can amount to 25 and more percent of the Company's balance sheet assets,determined in accordance with the data of its financial statements as of thelast reporting date, but not more than 50 percent of the Company's balancesheet assets, determined in accordance with the data of its financialstatements as of the last reporting date".Votes were cast as follows:A. Arutyunyan - "did not participate in voting", S. Galitskiy - "did notparticipate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan- "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".The decision was made.Item 1.2 on the agenda:"Due to the fact that the guarantee agreement, which Public joint-stock company"Magnit" (hereafter - "the Guarantor") plans to execute in future withJoint-stock commercial bank "Bank of Moscow" (open joint-stock company) -(hereafter - "the Credit agreement"), as security for obligations ofJoint-stock company "Tander" (beneficiary) (hereafter - "the Borrower") toJoint-stock commercial bank "Bank of Moscow" (open joint-stock company)(hereafter - "the Creditor") under the Credit agreement №29-261/15/2651-10-KRas of September 30, 2010, in consideration of all additional agreements to it(hereafter - "the Credit agreement"), is a major related party transaction, theprice (money value) of the property, to the possible disposal of which thegranting of the guarantee is related, is to be determined by the Company'sBoard of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligations ofthe Guarantor and, subsequently, the price (money value) of the Guarantor'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreement:1. The Credit agreement shall reflect intentions of the Creditor and theBorrower to execute credit transactions and regulate the approval procedure ofterms and conditions of the credit transactions;2. Maximum indebtedness of the Borrower under one-time credits provided withinthe 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 themaximum of 90 (Ninety) days;4. Upon determination of the deadline of repayment of each credit, the wholeindebtedness 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 than25% (Twenty five percent) per annum;6. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant credit transactionsexecuted on the basis of and within the terms of the Credit agreement.Maximum price (amount) of the guarantee agreement: The Guarantor shall be fullyliable to the Creditor for non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreement.The Guarantor shall be liable jointly with the Borrower at the request of theCreditor for repayment of the received credit (for reimbursement of thereceived monetary amount) under the Credit agreement in case of declaration ofits invalidity or repayment of unreasonable gains upon the declaration of theCredit agreement not concluded in accordance with the procedure established bylaw.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can amount to 25 and more percent of the Company's balance sheet assets,determined in accordance with the data of its financial statements as of thelast reporting date, but not more than 50 percent of the Company's balancesheet assets, determined in accordance with the data of its financialstatements as of the last reporting date".Votes were cast as follows:A. Arutyunyan - "did not participate in voting", S. Galitskiy - "did notparticipate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan- "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".The decision was made.Item 2 on the agenda:"To determine the form and the text of the voting ballots at the EGM previouslyscheduled for December 18, 2014".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 3.1 on the agenda:"To recommend the Chief Executive Officer of PJSC "Magnit" who is the soleshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company:"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the additional agreement on the change of the terms of the General agreement№29-15/1/358 of November 27, 2013 on the opening of the revolving frameworkfacility with the graduated interest rate by JSC "Tander" (hereinafter - the"Borrower") with Open joint-stock company "Sberbank of Russia" represented bythe branch - the South-Western bank of OJSC "Sberbank of Russia" (hereinafter -the "Creditor"), 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 with the following essentials:- interest rate for the credit use amounts to not more than 25% (Twenty fivepercent) per annum.Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander" withthe right to sign the additional agreements which determine the creditconditions and change the terms and conditions of the General agreement,including but not limited to the change of the interest rates, the change ofthe period of the credit provision".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 3.2 on the agenda:"To recommend the Chief Executive Officer of PJSC "Magnit" who is the soleshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company:"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the additional agreement on the change of the terms of the Credit agreement№0714-016 of March 24, 2014 on the opening of the credit line by JSC "Tander"(hereinafter - the "Borrower") with "Gazprombank" (open joint-stock company)(hereinafter - the "Creditor"), which the Borrower plans to execute in future,related to acquisition, disposal and possible direct or indirect company'sdisposal of the property, the cost of which amounts to 5 and more per cent ofthe balance sheet value of assets of the company, its subsidiaries, theprincipal company (in relation to which the company is a subsidiary), as wellas other subsidiaries of the principal company (the "Group"), determined on thebasis of the latest available IFRS consolidated report of the Group, preparedin compliance with the International Financial Reporting Standards with thefollowing essentials:- interest rate for the credit use amounts to not more than 25% (Twenty fivepercent) per annum.Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander" withthe right to sign the additional agreements which determine the creditconditions and change the terms and conditions of the General agreement,including but not limited to the change of the interest rates, the change ofthe period of the credit provision".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 3.3 on the agenda:"To recommend the Chief Executive Officer of PJSC "Magnit", who is the soleshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company:«Under the Clause 14.2. of the Charter of JSC "Tander" to approve theconclusion of the Additional Agreement to the Credit Agreement №29-261/15/2651-10-КР of 30.09.2010 (hereinafter - Credit Agreement) by JSC "Tander"(hereinafter - the Borrower) with "The Bank of Moscow" Joint-Stock CommercialBank (open joint-stock company) (hereinafter - the Creditor), which theBorrower plans to execute in future, related to acquisition, disposal andpossible direct or indirect company's disposal of the property, the cost ofwhich amounts to 5 and more per cent of the balance sheet value of assets ofthe company, its subsidiaries, the principal company (in relation to which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany ("the Group"), determined on the basis of the latest available IFRSconsolidated report of the Group, prepared in compliance with the InternationalFinancial Reporting Standards with the following essentials of the CreditAgreement (including changes, introduced by the additional agreement):1. The Credit Agreement shall reflect the intentions of the Creditor and theBorrower to execute credit transactions and regulate the approval procedure ofterms and conditions of the credit transactions;2. Maximum indebtedness of the Borrower under one-time credits provided withinthe 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 themaximum of 90 (Ninety) days;4. Upon determination of the deadline of repayment of each credit, the entireindebtedness 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 than25 % (Twenty five per cent) per annum;6. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant credit transactions,executed on the basis of and within the terms of the Credit Agreement.Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander", withthe right to sign the Additional agreements, which determine the credit termsand change the terms and conditions of the Credit Agreement, including but notlimited to the change of the interest rates, the change of the period of thecredit 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 3.4 on the agenda:"To recommend the Chief Executive Officer of PJSC "Magnit" who is the soleshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company:"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the additional agreement on the change of the terms of the Credit agreement№013P3L of April 29, 2014 on the opening of the revolving credit line inRussian rubles by JSC "Tander" (hereinafter - the "Borrower") with Openjoint-stock company "ALFA BANK" (hereinafter - the "Creditor"), which theBorrower plans to execute in future, related to acquisition, disposal andpossible direct or indirect company's disposal of the property, the cost ofwhich amounts to 5 and more per cent of the balance sheet value of assets ofthe company, its subsidiaries, the principal company (in relation to which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany (the "Group"), determined on the basis of the latest available IFRSconsolidated report of the Group, prepared in compliance with the InternationalFinancial Reporting Standards with the following essentials:- for each Credit use the Borrower pays the Creditor the interest ratedetermined by the corresponding additional agreement but not more than 25%(Twenty five percent) per annum.Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander" withthe right to sign the additional agreements which determine the creditconditions and change the terms and conditions of the General agreement,including but not limited to the change of the interest rates, the change ofthe period of the credit provision".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 3.5 on the agenda:"To recommend the Chief Executive Officer of PJSC "Magnit", who is the soleshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on shares of JSC "Tander" owned by the Company:«Under the Clause 14.2. of the Charter of JSC "Tander" to approve theconclusion of two interrelated Credit Agreements on the opening of therevolving credit line by JSC "Tander" (hereinafter - the Borrower) with "ALFABANK" open joint-stock company (hereinafter - the Creditor), which the Borrowerplans to execute in future, related to acquisition, disposal and possibledirect or indirect company's disposal of the property, the cost of whichamounts to 5 and more per cent of the balance sheet value of assets of thecompany, its subsidiaries, the principal company (in relation to which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany ("the Group"), determined on the basis of the latest available IFRSconsolidated report of the Group, prepared in compliance with the InternationalFinancial Reporting Standards with the following essentials:The Credit Agreement on the opening of the revolving credit line in Russianrubles (hereinafter - the Credit Agreement-1):1. The Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - "the Credits") in the form of the revolving credit line(hereafter - "the Credit line");2. Within the Credit line the Borrower shall be entitled to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line amounts to not more than 4,000,000,000 (Four billion) rubles ("theCredit limit");3. The term of the Credit line shall not exceed 51 (Fifty one) months. TheBorrower shall repay all Credits not later than expiration date of thecorresponding Credit Line;4. The Credits within the term of the Credit Line shall be provided for notmore than 36 (Thirty six) months;5. Interest rate: not more than 25 (Twenty five) per cent per annum;6. The terms and procedure of granting and repayment of the Credit amounts(including the amount of any type of remuneration paid by the Borrower to theCreditor) shall be determined by the Credit agreement-1;7. The Credit agreement-1 shall become effective from the day on which it issigned and shall remain in force until the parties fully fulfill theirobligations under the Credit agreement-1;The Credit Agreement on the opening of the revolving credit line in Russianrubles (hereinafter - the Credit Agreement-2):1. The Creditor shall provide the Borrower with monetary funds in Russianrubles (hereafter - "the Credits") in the form of the revolving credit line(hereafter - "the Credit line");2. Within the Credit line the Borrower shall be entitled to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line amounts to not more than 7,000,000,000 (Seven billion) rubles ("theCredit limit");3. The term of the Credit line shall not exceed 51 (Fifty one) months. TheBorrower shall repay all Credits not later than expiration date of thecorresponding Credit Line;4. The Credits within the term of the Credit Line shall be provided for notmore than 36 (Thirty six) months;5. Interest rate: not more than 25 (Twenty five) per cent per annum;6. The terms and procedure of granting and repayment of the Credit amounts(including the amount of any type of remuneration paid by the Borrower to theCreditor) shall be determined by the Credit agreement-2;7. The Credit agreement-2 shall become effective from the day on which it issigned and shall remain in force until the parties fully fulfill theirobligations under the Credit agreement-2;Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander", withthe right to sign the Additional agreements, which determine the credit termsand change the terms and conditions of the Credit Agreements, including but notlimited to the change of the interest rates, the change of the period of thecredit provision".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: +7-861-277-4562Dina Svishcheva Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562Company description:Magnit is Russia's largest food retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of September 30,2014, Magnit operated 25 distribution centers and over 9,020 stores (7,891convenience, 243 hypermarkets, and 886 drogerie stores) in approximately 2,000cities and towns throughout 7 federal regions of the Russian Federation.In accordance with the reviewed IFRS consolidated financial statements for 1H2014, Magnit had revenues of $9,979 million USD and an EBITDA of $1,045 millionUSD. 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 creditrating from Standard & Poor's of BB. Measured by market capitalization, Magnitis one of the largest retailers in Europe.