Magnit

AGM Information • Dec 23, 2014

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PJSC MAGNIT - Correction : EGM Results

PR Newswire

London, December 23

The date of the minutes of the EGM of PJSC "Magnit" has been changed fromDecember 22, 2014 to December 23, 2014.The relevant change has been made in the last paragraph of the corespondingannouncement. The correct text of the last paragraph is "The minutes w/o No.are executed as of December 23, 2014". This is a technical correction due tothe requirements of the Russian law on the information disclosure.Press-releaseKrasnodarDecember 22, 2014PJSC "Magnit" Announces EGM ResultsKrasnodar, December 22, 2014: PJSC "Magnit", Russia's largest food retailer(the "Company"; MICEX and LSE: MGNT), announces the results of theExtraordinary General Shareholders Meeting.Type of the general meeting (annual, extraordinary) - extraordinary generalshareholders meeting;Form of the general meeting - absentee voting.Voting ballots acceptance deadline: December 18, 2014.Address to which the completed voting ballots were delivered: 15/5 Solnechnayastreet, Krasnodar, 350072, Russia.Quorum of EGM:Number of votes of shareholdersincluded into the list of persons entitled toparticipate in the general meeting:on the agenda item № 1 "Payment of dividends on PJSC "Magnit" shares followingthe 9 months of 2014 financial year results" - 94,561,355 votes;Number of votes of shareholdersincluded into the list of persons entitled toparticipate in the general meeting and notinterested in execution oftransactionsby the company:on the agenda item № 2.1 "Approval of the major related party transactions" -92,411,404 votes;on the agenda item № 2.2 "Approval of the major related party transactions" -92,411,404 votes;Number of votesof shareholders participated in general meeting:on the agenda item № 1 "Payment of dividends on PJSC "Magnit" shares followingthe 9 months of 2014 financial year results" - 73,192,609 votes;Number of votes of shareholders participated in general meeting and notinterestedin execution of transactions by the company:on the agenda item № 2.1 "Approval of the major related party transactions" -71,062,820 votes;on the agenda item № 2.2 "Approval of the major related party transactions" -71,062,820 votes;Quorum is present to adopt the decisions on all the agenda items of theextraordinary general shareholders meeting of PJSC "Magnit".Agenda:1. "Payment of dividends on PJSC "Magnit" shares following the 9 months 2014financial year results".2. "Approval of the major related party transactions".Voting results:On the 1stagenda item"Payment of dividends on PJSC "Magnit" shares followingthe 9months of 2014 financial year results":«for» - 72,785,622 votes, which amounts to 99.44% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 0 votes, which amounts to 0.00% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 298,188 votes, which amounts to 0.41% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:To pay dividends on PJSC "Magnit" ordinary registered shares following the 9months 2014 financial year results in the amount of 14,379,945,254.85 rubles(fourteen billion three hundred and seventy nine million nine hundred and fortyfive thousand two hundred and fifty four rubles eighty five kopecks), whichamounts to 152.07 rubles (one hundred and fifty two rubles seven kopecks) pershare. The payment of dividends shall be effected in monetary funds. To appointthe following date as of which the shareholders entitled to receive dividendsare determined: December 30, 2014. The dividend payment shall be effected inaccordance with the procedure and within the time limit established by thelegislation of the Russian Federation.On the 2.1agenda item "Approval of the major related party transactions":«for» - 68,870,042 votes, which amounts to 74.53% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 21,716 votes, which amounts to 0.02% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 2,168,866 votes, which amounts to 2.35% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreement, which Public joint-stock company "Magnit"(hereafter - "the Guarantor") plans to execute in future with Joint-stockcommercial bank "Bank of Moscow" (open joint-stock company) - (hereafter - "theCredit agreement"), as security for obligations of Joint-stock company "Tander"(beneficiary) (hereafter - "the Borrower") to Joint-stock commercial bank "Bankof Moscow" (open joint-stock company) (hereafter - "the Creditor") under theCredit agreement №29-261/15/2651-10-KR as of September 30, 2010, inconsideration of all additional agreements to it (hereafter - "the Creditagreement"), and which is a major related party transaction with the followingessentials: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.7. Maximum price (amount) of the Guarantee agreement: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligations by the Borrower under the Credit agreement, including the principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreement. The Guarantorshall be liable jointly with the Borrower at the request of the Creditor forrepayment of the received credit (for reimbursement of the received monetaryamount) under the Credit agreement in case of declaration of its invalidity orrepayment of unreasonable gains upon the declaration of the Credit agreementnot concluded in accordance with the procedure established by law.The price (money value) of the Company's property, which can be directly orindirectly disposed by the Company under the Guarantee agreement, can amount to25 and more percent of the Company's balance sheet assets, determined inaccordance with the data of its financial statements as of the last reportingdate, but not more than 50 percent of the Company's balance sheet assets,determined in accordance with the data of its financial statements as of thelast reporting date.Hereby to authorize the Chief Executive Officer of PJSC "Magnit" to signadditional agreements on amendments of the Guarantee agreement related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof."On the 2.2 agenda item "Approval of the major related party transactions":«for» - 68,761,244 votes, which amounts to 74.41% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 1,827,644 votes, which amounts to 1.98% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 362,938 votes, which amounts to 0.39% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve three related guarantee agreements, which Public joint-stockcompany "Magnit" (hereafter - "the Guarantor") plans to execute in future assecurity 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 opening of the revolvingcredit line in Russian rubles, which taken together are a major related partytransaction with the following essentials of the corresponding creditagreements: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.The price (money value) of the Company's property, which can be directly orindirectly disposed by the Company under the guarantee agreements, can amountto 25 and more percent of the Company's balance sheet assets, determined inaccordance with the data of its financial statements as of the last reportingdate, but not more than 50 percent of the Company's balance sheet assets,determined in accordance with the data of its financial statements as of thelast reporting date.Hereby to authorize the Chief Executive Officer of PJSC "Magnit" to signadditional agreements on amendments of the guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit) within the meanings hereof."The minutes w/o No. are executed as of December 23, 2014.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.