Magnit

AGM Information • Dec 23, 2014

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PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, December 23

Press-releaseKrasnodarDecember 23, 2014PJSC "Magnit" Announces the Results of the BOD MeetingKrasnodar, December 23, 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 December 22, 2014.Please be informed that on December 22, 2014 the BOD meeting was held (minutesof the BOD meeting of PJSC "Magnit" are w/o No. of December 22, 2014).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. 2. 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 S. Galitskiy,A. Shkhachemukov.K. Pombukhchan, A. Zayonts, A. Makhnev and A. Pshenichniy provided theirwritten 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 writtenopinions ofK. Pombukhchan, A. Zayonts, A. Makhnev and A. Pshenichniy amounts to not lessthan half of the number of the BOD members determined by the Charter of theCompany.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 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 35% (Thirty fivepercent) per annum.Hereby to provide Chief Executive Officer of JSC "Tander" or other JSC "Tander"representatives authorized by the CEO with the right to sign the additionalagreements to the Credit agreement which change the terms and conditions of theCredit agreement, including but not limited to the change of the interestrates, credit amount and period of the credit provision within the limitshereof".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 1.2 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 35% (Thirty 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 Credit 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 1.3 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 than35 % (Thirty 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 1.4 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 35%(Thirty 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 1.5 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 Russian rubles (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 35 (Thirty 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 Russian rubles (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 35 (Thirty 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.Item 2 on the agenda:"To approve the future execution of the major transaction - bank guaranteeagreement (hereinafter - the Agreement) between the Company and Openjoint-stock company "Sberbank of Russia" represented by the South-Western bank(hereinafter - the Guarantor) with the following essentials:1. The Guarantor shall undertake the obligation to provide the guarantees ofthe Principal's (LLC "Retail Import") performance of obligations to theBeneficiary (customs authorities) on the use of excise stamps in accordancewith their designated purpose in the form enclosed to the Agreement accordingto the Federal law № 311-FZ "On Customs Regulation in the Russian Federation"of November 27, 2010.2. Throughout the term of the Agreement the total amount of the concurrentguarantees (hereinafter - the Limit) shall not exceed 300,000,000 (Threehundred million) rubles.3. The validity period of the Limit shall not exceed 36 (Thirty six) months.4. The Principal shall pay the fee per each guarantee in the amount of not morethan 4.5 (Four point five) percent per annum of the amount of each guaranteefor the effective guarantee period.5. The Principal shall pay the Guarantor the fee for the enforced diversion ofthe funds by the Guarantor towards obligations of the Principal to theBeneficiary in the amount of not more than 35 (Thirty five) percent per annumof the payment effected for the corresponding guarantee.6. In case of the Principal's late performance of the payment obligations underthe Agreement, the Principal shall pay the fee in the amount not exceeding 70(Seventy) percent per annum of the overdue amount for each day of delay".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.