AGM Information • Dec 21, 2017
AGM Information
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21-Dec-2017 / 07:51 CET/CEST
Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Press Release Krasnodar December 21, 2017
Krasnodar, December 21, 2017: Magnit PJSC, one of Russia's leading retailers (the"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announcetheresults ofthe BODmeeting held onDecember 20, 2017.
Please be informed that onDecember 20, 2017 the BOD meeting was held (minutes of the BODmeeting of PJSC "Magnit" are w/o No. of December 20, 2017).
The meeting agenda:
ThefollowingBODmembers were present:S. Galitskiy, V. Gordeychuk, A. Shkhachemukov.
A.Aleksandrov, D. Chenikov, A. Pshenichniy and K. Pombukhchan provided their written opinions on theitems of the agenda of the BODmeeting ofPJSC "Magnit".
The number ofthe BODmembers participating in the meeting, includingwritten opinions of A. Aleksandrov, D. Chenikov, A. Pshenichniy and K. Pombukhchan amounts to not less than half of the number of the BOD members determined by the Charter ofthe Company.
Quorumto hold the BODmeetingwith thisagendais present.
V. Gordeychuk - "for", A. Aleksandrov - "for", S. Galitskiy - "for", D. Chenikov - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decisions were made.
"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of JSC "Tander", to make the following decision at the exercise ofthe voting right on shares in thechartercapital ofJSC "Tander"owned by the Company:
"According to thearticle 14.2. of the Charter of JSC "Tander"to approvetheexecution by JSC "Tander"(hereinafter - the Borrower) of the loan agreement (severalrelated loan agreements), which the Borrower plans to executein future with Public Joint-Stock Company "Magnit"(hereinafter - the Lender), related to acquisition, disposaland possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more percent ofthe balancesheet value ofassets ofthecompany, its subsidiaries, the principalcompany (in relation to which thecompany isa subsidiary), as well as other subsidiaries of the principal company (the "Group"), determined on the basis of the latest available consolidated statements ofthe Group, prepared in compliance with theInternationalFinancialReporting Standards with thefollowing essentials:
Parties oftransaction (transactions):the Lender - PublicJoint-Stock Company "Magnit", the Borrower - JSC "Tander";
Subject oftransaction:loan ofmonetary funds;
Limit price(amount) oftransaction (transactions): notmorethan 55,000,000,000 (Fifty five billion) rubles;
Loan interest rate(perannum): not more than 125 (One hundred and twenty five) per cent of the key rate of the Bank of Russia ( published on the officialwebsite ofthe Bank ofRussia(www.cbr.ru)as oftheloan issue date);
Time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years fromthe time of its execution (the time of repayment oftheloan amountand interest by the Borrower).
Hereby to providethe ChiefExecutive Officer ofJSC "Tander"with theright to sign theadditionalagreements to theloan agreement (severalrelated loan agreements) changing the loan terms, including but not limited to the change of the interest rates, the loan amount and the term of the loan provisionwithin thelimits hereof".
"To approvetheexecution of the major transaction - theloan agreement (severalrelated loan agreements), which the Company plans to execute in future with Joint-Stock Company "Tander"with thefollowing essentials:
Parties oftransaction (transactions):the Lender - PJSC "Magnit", the Borrower - JSC "Tander";
Subject oftransaction (transactions):loan ofmonetary funds;
Limit price(amount) oftransaction (transactions): notmorethan 55,000,000,000 (Fifty five billion) rubles;
Loan interest rate(perannum): not less than 75 (Seventy five) per cent of the key rate of the Bank of Russia (published on the official website ofthe Bank ofRussia(www.cbr.ru)as oftheloan issue date);
Time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years fromthe time of its execution (the time of repayment oftheloan amountand interest by the Borrower).
The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under theloan agreement (several related loan agreements), may amount to 25 and more per cent of the book value of the Company's assets , determined fromthe data of itsaccounting (financial) statements as of the last reporting date, but not more than 50 per cent of the book value of the Company's assets , determined fromthe data ofits accounting (financial) statementsas ofthelast reporting date.
Hereby to provide the Chief Executive Officer of PJSC "Magnit"with the right to sign the additional agreements to the loan agreement (several related loan agreements)changing theloan terms, including but not limited to the change of the interest rates, the loan amount and the termof the loan provisionwithin thelimits hereof".
"To ratify the business plan of PJSC "Magnit"InternalAudit Department for the year 2018".
"To approve the Programof the exchange-traded bonds of 003P series - non-convertible interest-bearing certified exchange-traded bonds to the bearer with the obligatory centralized custody of the total nominal value ofall issues of the exchange-traded bonds to be placed under the program of the exchange-traded bonds of up to 50,000,000,000 (Fifty billion) Russian rubles inclusive or the equivalent of that amount in the foreign currency with the repayment period on the date not later than 1,820 (One thousand eight hundred and twentieth) day fromthe commencing date of theexchange-traded bonds issue under the programoftheexchange-traded bonds to be placed bymeans of open subscription".
"To approve the Prospectus of securities - non-convertible interest-bearing certified exchange-traded bonds to the bearer with the obligatory centralized custody of the total nominal value of all issues of the exchange-traded bonds to be placed under the Programof the exchange-traded bonds of 003P series of up to 50,000,000,000 (Fifty billion) Russian rubles inclusive or theequivalent ofthatamount in theforeign currencywith the repayment period on the date not later than 1,820 (One thousand eight hundred and twentieth) day from the commencing date of the exchangetraded bonds issue under the Programoftheexchange-traded bonds of 003P series to be placed bymeans of open subscription".
The Prospectus shall besubmitted to the Exchangetogether with the Programof the exchange-traded bonds of 003Р series by the first part of the decision to issue securities with the information on the general rights of the exchange-traded bonds holders and other general terms and conditions for each or several issues ofexchange-traded bonds. TheIssuer undertakes obligations to disclose information on each stage of securities issuance procedure.
Timothy Post Head ofInvestor Relations Email: [email protected] Office:+7-861-277-4554 x 17600
Dina Svishcheva DeputyDirector, Investor Relations Email:[email protected] Office:+7-861-277-4554 x 15101
MediaInquiries Media Relations Department [email protected]
Public Joint Stock Company "Magnit"is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city ofKrasnodar. As of September 30, 2017, Magnit operated 36 distribution centers and 15,697 stores (11,743 convenience, 432 hypermarkets and 3,522 drogeriestores) in 2,664 citiesand towns throughout 7 federalregions ofthe Russian Federation.
In accordance with the reviewed IFRS consolidated financialstatements for 1H 2017, Magnit had revenues of RUB 555 billion and an EBITDAof RUB 49 billion. Magnit's localshares are traded on the Moscow Exchange (MOEX:MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT)and it hasacredit rating fromStandard &Poor's ofBB. Measured bymarketcapitalization, Magnit is one ofthelargest retailers inEurope.
ISIN: US55953Q2021 Category Code: MSCU TIDM: MGNT LEICode: 2534009KKPTVL99W2Y12 OAM Categories:3.1.Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 5041
End ofAnnouncementEQS News Service
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