Magnit

Board/Management Information • Feb 4, 2015

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PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, February 4

Press-releaseKrasnodarFebruary 4, 2015PJSC "Magnit" Announces the Results of the BOD MeetingKrasnodar, February 4, 2015: PJSC "Magnit", Russia's largest retailer (the"Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the resultsof the BOD meeting held on February 4, 2015.Please be informed that on February 4, 2014 the BOD meeting was held (minutesof the BOD meeting of PJSC "Magnit" are w/o No. of February 4, 2015).The meeting agenda: 1. Consideration of proposals for the nomination of candidates to stand for election to the board of directors of PJSC "Magnit" at the annual general shareholders meeting of PJSC "Magnit". 2. Consideration of proposals for the nomination of candidates to stand for election as the auditor of PJSC "Magnit" at the annual general shareholders meeting of PJSC "Magnit". 3. Determination of PJSC "Magnit" business priorities. 4. 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. 5. 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, K. Pombukhchan, S.Galitskiy,A. 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 ofA. Zayonts, A. Makhnev and A. Pshenichniy 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:Items 1.1-1.3 on the agenda:"To include the following candidates on the list of candidates for voting atthe election of the Board of directors of PJSC "Magnit" at the annual generalshareholders meeting of PJSC "Magnit" held following the close of the 2014financial year:Names of candidates Nationality Date of birth Passport details Aleksandr Russian Federation 22.11.1975 Information is Aleksandrov disclosed according to the Federal law "On Personal Data" Alexander Zayonts Russian Federation 10.01.1967 Information is disclosed according to the Federal law "On Personal Data"Alexey Pshenichniy Russian Federation 23.02.1967 Information is disclosed according to the Federal law "On Personal Data"Aslan Shkhachemukov Russian Federation 22.08.1962 Information is disclosed according to the Federal law "On Personal Data" Khachatur Russian Federation 16.03.1974 Information is Pombukhchan disclosed according to the Federal law "On Personal Data" Andrey Arutyunyan Russian Federation 12.01.1969 Information is disclosed according to the Federal law "On Personal Data" Sergey Galitskiy Russian Federation 14.08.1967 Information is disclosed according to the Federal law "On Personal Data"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 2.1 on the agenda:"To include the following candidate on the list of candidates for voting at theelection of the auditor of PJSC "Magnit" in accordance with the Russianaccounting standards at the annual general shareholders meeting convenedfollowing the close of the 2014 financial year:Full company name of the candidate: "Faber Lex" Audit Limited LiabilityCompany;State registration data: Principal State Registration Number 1022301213197,Taxpayer Id. Number 2308052975;Location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region;Contact numbers: (861) 220-03-20, 226-41-41;Information on membership in the self-regulatory organization of auditors:certificate as of 15.02.2010 of membership in the Non-commercial partnership"The Moscow Audit Chamber" (Order of the Ministry of Finance of the RussianFederation № 578 as of 26.11.2009 on entering data on the Non-commercialpartnership "The Moscow Audit Chamber" into the state register of theself-regulatory organization of auditors), Principal Number of RegistrationEntry 10203002910."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 2.2 on the agenda:"To include the following candidate on the list of candidates for voting at theelection of the auditor of PJSC "Magnit" in accordance with IFRS at the annualgeneral shareholders meeting convened following the close of the 2014 financialyear:Full company name of the candidate: "Ernst & Young" Limited Liability Company;State registration data: Principal State Registration Number of the issuer1027739707203, Taxpayer Id. Number 7709383532;Location: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035;Contact numbers: 7 495 755 9700, 7 495 755 9701;Information on membership in the self-regulatory organization of auditors:certificate № 3028 of membership in the Self-regulatory organization ofauditors Non-commercial partnership "Audit Chamber of Russia" (Order of theMinistry of Finance of the Russian Federation № 455 as of 01.10.2009 onentering data on the Non-commercial partnership "Audit Chamber of Russia" intothe state register of the self-regulatory organization of auditors), PrincipalNumber of Registration Entry 10201017420."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 on the agenda:"To determine PJSC "Magnit" business priorities by means of ratification of thePlans of financial and economic activity of the Company for the year 2015 andthe first quarter of 2015."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 4.1 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decision at the realizationof the voting right on shares owned by the Company":"Under the clause 14.2 of the Charter of JSC "Tander" to approve conclusion ofthe Additional agreement by JSC "Tander" (hereinafter - the Borrower) which theBorrower plans to execute in future to the previously concluded Agreement onthe procedure of conclusion of the Credit transactions with the use of remotebanking systems №КС714000/2010/00098 of 17.12.2010 (hereinafter - the Creditagreement) with VTB Bank (open joint-stock company) (hereinafter - Lender),related to acquisition, disposal and an opportunity of the company to disposeproperty, directly or indirectly, the cost of which amounts to 5 and morepercent of the balance sheet value of assets of the company, its subsidiaries,principal company (of which the company is a subsidiary), as well as othersubsidiaries of the principal company ("Group"), determined on the basis of thelatest available IFRS consolidated report of the Group based on the followingessentials of the Credit agreement (including changes introduced by theadditional 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. Interest rate for each individual Credit provided under the Credit transaction shall amount to: * not more than 35% (Thirty five) percent per annum for the Credits provided at a fixed interest rate; * not more than the key interest rate of the Central Bank of the Russian Federation (key interest rate of the Bank of the Russia published at the official website of the Bank of Russia in the Internet (www.cbr.ru)) plus 20% (Twenty percent) per annum for Credits provided at a floating interest rate. 6. The term of the Credit agreement - until December 25, 2015. 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. 7. 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", withthe right to sign the Additional agreements determining the credit terms andchanging the terms and conditions of the Credit agreement, including but notlimited to the change of the interest rates, the change of the term of thecredit 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.Item 4.2 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decision at the realizationof the voting right on JSC "Tander" shares owned by the Company:"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Agreements on the opening of the revolving and non-revolving creditlines (hereinafter - the Credit agreements) by JSC "Tander" (hereinafter - theBorrower) with Open joint-stock company "Sberbank of Russia" represented by theSouth-Western bank (the Creditor), which the Borrower plans to execute infuture, related to acquisition, disposal and possible direct or indirectcompany's disposal of the property, the cost of which amounts to 5 and more percent of the 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:1. total credit limit for Credit agreements shall amount to not more than30,000,000,000 (Thirty billion) rubles;2. the credit under each Credit agreement shall be provided for the period ofnot more than 3 (Three) years;3. interest rate for the credit use under each Credit agreement shall amount tonot more than 35% (Thirty five percent) per annum;4. terms, procedure of granting and repayment of the credit amounts, interest,commission charges and other payments shall be determined by the Creditagreements.Hereby to provide the Chief Executive Officer of JSC "Tander" and other JSC"Tander" representatives, authorized by the CEO, with the right to sign theadditional agreements to the Credit agreements, which change the terms andconditions of the Credit Agreements, including but not limited to the change ofthe interest rates, the change of the credit amount and 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 4.3 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decision at the realizationof the voting right on 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 (hereinafter - the Additional Agreement) to theCredit agreement №29-261/15/2651-10-KP as of September 30, 2010 (hereinafter -the Credit agreement) by JSC "Tander" (hereinafter - the Borrower) withJoint-stock commercial bank "Bank of Moscow" (open joint-stock company)(hereafter - "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: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 365 (Three hundred sixty five) 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 than35% (Thirty five percent) per annum;6. Terms, procedure of granting and repayment of the credit amounts, interestand other payments, procedure of determination of the credit interest rateshall be specified in the relevant credit transactions executed within theterms of the Credit agreement.Hereby to provide the Chief Executive Officer of JSC "Tander" VladimirGordeychuk with the right to sign the Additional agreements which determinethe credit terms and change the conditions of the Credit Agreement, includingbut not limited to the change of the interest rates, the change of the creditamount and the period of the credit 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 5.1 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of Retail Import LLC, to make the following decision at therealization of the voting right on the Retail Import LLC shares in the chartercapital owned by the Company:"1. To terminate in advance the authorities of Vladimir Antonov, CEO of RetailImport LLC, to consider February 4, 2015 as the date of termination of hisauthorities.2. To elect Vitaliy Tsyplenkov as the CEO of Retail Import LLC for the term of5 (five) years (passport details: information shall be disclosed in accordancewith the Federal Law "On personal data"), to consider February 5, 2015 as thedate of assumption of the office.3. To execute the Employment agreement with Vitaliy Tsyplenkov, to authorizeSergey Galitskiy, the representative of PJSC "Magnit", which is the soleshareholder of Retail Import LLC, to sign the Employment agreement with thesole executive body (CEO) of Retail Import LLC on behalf of Retail Import LLC.4. To authorize the CEO of Retail Import LLC to execute necessary operationsrelated to the state registration of amendments to the Unified State Registerof Legal EntitiesVotes 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 5.2 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of Retail Import LLC, to make the following decision at therealization of the voting right on the Retail Import LLC shares in the chartercapital owned by the Company:"To approve the Agreement №10 on fulfillment of obligations of January 30, 2015(hereinafter - the Agreement) which Retail Import LLC (hereinafter - theParty-1) executed with Open joint-stock company "Rosspirtprom" (Taxpayer Id.Number 7730605160; Location: bld. 21, 34 Kutuzovsky prospect, Moscow, 121170(hereinafter - the Party-2) and which is a major transaction with the followingessentials: 1. The Party-2 intends to conclude the following two Guarantee agreements with the customs authorities of the Russian Federation (hereinafter - the Creditor) upon fulfillment by the Party-1 of the Agreement terms: 1.1 The Guarantee Agreement 1 for a period of 2 (two) years according to which the Party-2 shall be liable to the Creditor for fulfillment of obligations of the Party-1 on the use of the acquirable excise stamps for the purpose intended which includes: * execution of the Rules on marking of alcoholic products with excise stamps approved by the Resolution of the Government of the Russian Federation as of December 31, 2005 №866 "On marking of alcoholic products with excise stamps"; * fulfillment of obligations of the Party-1 on the provision of the report on the use of the previously issued stamps within the specified period. 1.2 The Guarantee Agreement 2 for a period of 2 (two) years in accordance to which the Party-2 shall be liable to the Creditor for fulfillment of obligations of the Party-1 to the Creditor which may occur in the future on customs clearance charge, payment of taxes and fees in accordance with article 79, article 80 clause 1, article 91 clause 4, article 227 of the Customs Code of the Customs Union, article 151, article 154 clause 1 of the Federal law as of November 27, 2010 №311-FZ "On customs regulation in the Russian Federation". 2 In case if the Party-2 fulfills the obligations of the Party-1 under the Guarantee agreement 1 and/ or the Guarantee agreement 2, the Party-2 shall obtain the Creditor's rights under this obligation to the extent to which the Party-2 as the Guarantor of the Party-1 will meet the requirements of the Creditor. 3 The Party-1 shall accrue and pay remuneration to the Party-2 for provision of the guarantee services to the Creditor for the Party-1 under the Agreement: 4 Within the 3 (three) days period from the date of signing the Agreement the Party-1 and the insurance company approved by the parties of the Agreement shall conclude an agreement of the excise stamps insurance as cargo against loss, shortage or damage as well as other risks indicated in the insurance company's rules on cargo insurance. 5 The Party-1 shall be liable for the breach of obligations under the Agreement pursuant to the procedure and in the amount specified in the Agreement. 6 Other rights and obligations of the Parties shall be determined by the Agreement".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 (MICEX: 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.