Magnit

AGM Information • Dec 16, 2014

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PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, December 16

Press-releaseKrasnodarDecember 16, 2014PJSC "Magnit" Announces the Results of the BOD MeetingKrasnodar, December 16, 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 15, 2014.Please be informed that on December 15, 2014 the BOD meeting was held (minutesof the BOD meeting of PJSC "Magnit" are w/o No. of December 15, 2014).The meeting agenda: 1. Approval of the related party transaction. 2. Approval of the additional agreement to the agreement with the person exercising the power of the sole executive body of PJSC "Magnit". 3. Making of the decision to pay the bonus to the person exercising the power of the sole executive body of PJSC "Magnit" based on the results of 2014. 4. Introduction (approval) of amendments to the Resolution authorizing issuance of non-convertible interest-bearing certified bonds of the 02 series to the bearer with the obligatory centralized custody. 5. Introduction (approval) of amendments to the Resolution authorizing issuance of non-convertible interest-bearing certified bonds of the 03 series to the bearer with the obligatory centralized custody. 6. Introduction (approval) of amendments to the Prospectus of non-convertible interest-bearing certified bonds of the 01, 02, 03 series to the bearer with the obligatory centralized custody in respect of non-convertible interest-bearing certified bonds of the 02, 03 series to the bearer with the obligatory centralized custody. 7. 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 and A. Shkhachemukov.S. Galitskiy, K. Pombukhchan, A. Zayonts, A. Makhnev and A. Pshenichniyprovided their written opinions on the items of the agenda of the BOD meetingof PJSC "Magnit".The number of the BOD members participated in the meeting, including writtenopinions of S. Galitskiy,K. 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 on the agenda:"To approve the additional agreement to the guarantee agreement №KRD/PR/039/14of May 19, 2014, which the Company (hereinafter - Guarantee) executed withJoint-stock commercial bank "ROSBANK" (open joint-stock company) as securityfor obligation of Joint-stock company "Tander" (beneficiary) (hereinafter -Borrower) to Joint-stock commercial bank "ROSBANK" (open joint-stock company)(hereinafter - Creditor) under the Bank account agreement №0249018/RUB ofOctober 25, 2007 (together with the additional agreements) (hereinafter -Agreement) which is the related party transaction based on the following termsand conditions of the guarantee agreement including changes introduced by theadditional agreement: 1. According to terms and conditions of the Agreement, the Creditor shall have the right but no obligation to extend credit of the Borrower's account within the maximum credit amount (Credit limit) set by the Agreement at any time during the period of validity of the Agreement. The credit extending shall be effected by means of the Creditor's execution of billing documents on transfer of sums from the Borrower's Account at insufficiency or lack of funds on it. 2. Credit limit: 350,000,000 (Three hundred and fifty million) Russian rubles. 3. Deadline of indebtedness continuity (payment period of each overdraft credit): 30 (Thirty) calendar days. 4. The term of the Agreement shall be not more than (One) year. 5. The Borrower shall pay interest to the Creditor in the amount of MosPrime OverNight rate increased by the Bank Margin (1.8% (One point eight) percent per annum). Interest rate (including the Bank margin) cannot exceed 25 (Twenty five) percent per annum ("Maximum interest rate"). 6. Credit terms, procedure of credit providing and redemption of credit amounts, interest and other payments shall be determined by the Agreement. 7. Limit price (amount) of the guarantee agreement: total amount of the Guarantee obligations under the Agreement cannot exceed 350,000,000 (Three hundred and fifty million) rubles.The price of the property to the possible disposal of which the transaction isrelated shall not exceed 2% of the balance sheet assets value of the companydetermined on the basis of the accounting statement for the last reportingdate".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 approve the additional agreement to the agreement with the sole executivebody of PJSC "Magnit" that is "Agreement of the parties №14 on the changes ofthe terms and conditions of the Employment agreement determined by the partiesas of April 13, 2006", to authorize Khachatur Pombukhchan, chairman of the PJSC"Magnit" Board of Directors to sign the specified agreement on behalf of theCompany".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 pay the bonus to the person exercising the power of the sole executive bodyof the PJSC "Magnit" based on the results of 2014 in the amount recommended bythe Human Resources and Compensation Committee of the Board of Directors ofPJSC "Magnit" by December 25, 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 4 on the agenda:"To make amendments to (approve) the Resolution authorizing issuance ofsecurities - non-convertible interest-bearing certified bonds of the 02 seriesto the bearer with the obligatory centralized custody in the amount of5,000,000 (Five million) bonds of the nominal value of 1,000 (One thousand)rubles each with the total nominal value of 5,000,000,000 (Five billion) rubleswith the repayment period on the 1,092th (One thousand and ninety second) dayfrom the commencement date of placement of bonds in the form of publicsubscription eligible for anticipated repayment at the request of holders andat the discretion of the Issuer ratified by the Board of Directors of OJSC"Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2012)".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 on the agenda:"To make amendments to (approve) the Resolution authorizing issuance ofsecurities - non-convertible interest-bearing certified bonds of the 03 seriesto the bearer with the obligatory centralized custody in the amount of5,000,000 (Five million) bonds of the nominal value of 1,000 (One thousand)rubles each with the total nominal value of 5,000,000,000 (Five billion) rubleswith the repayment period on the 1,092th (One thousand and ninety second) dayfrom the commencement date of placement of bonds in the form of publicsubscription eligible for anticipated repayment at the request of holders andat the discretion of the Issuer ratified by the Board of Directors of OJSC"Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2012)".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 6 on the agenda:"To make amendments to (approve) the Prospectus ratified by the Board ofDirectors of OJSC "Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2012):- non-convertible interest-bearing certified bonds of the 01 series to thebearer with the obligatory centralized custody in the amount of 5,000,000 (fivemillion) bonds of the nominal value of 1,000 (one thousand) rubles each withthe total nominal value of 5,000,000,000 (five billion) rubles with therepayment period on the 1,092th (One thousand and ninety second) day from thecommencement date of placement of bonds in the form of public subscriptioneligible for anticipated repayment at the request of holders and at thediscretion of the Issuer;- non-convertible interest-bearing certified bonds of the 02 series to thebearer with the obligatory centralized custody in the amount of 5,000,000 (fivemillion) bonds of the nominal value of 1,000 (one thousand) rubles each withthe total nominal value of 5,000,000,000 (five billion) rubles with therepayment period on the 1,092th (One thousand and ninety second) day from thecommencement date of placement of bonds in the form of public subscriptioneligible for anticipated repayment at the request of holders and at thediscretion of the Issuer;- non-convertible interest-bearing certified bonds of the 03 series to thebearer with the obligatory centralized custody in the amount of 5,000,000 (fivemillion) bonds of the nominal value of 1,000 (one thousand) rubles each withthe total nominal value of 5,000,000,000 (five billion) rubles with therepayment period on the 1,092th (One thousand and ninety second) day from thecommencement date of placement of bonds in the form of public subscriptioneligible for anticipated repayment at the request of holders and at thediscretion of the Issuer;in respect of non-convertible interest-bearing certified bonds of the 02, 03series to the bearer with the obligatory centralized custody".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 7.1 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 JSC "Tander" shares owned by the Company:"To determine that Vladimir Gordeychuk will be the member of the employeeincentive program of JSC "Tander" in 2014 in accordance with the Regulation onthe Incentive Program and Human Resources and Compensation Committee of theChief Executive Officer of JSC "Tander".To approve the additional agreement to the agreement with the sole executivebody of JSC "Tander" that is "Additional agreement of the parties №23 on thechanges of the terms and conditions of the Employment agreement determined bythe parties as of June 28, 2006", to authorize Sergey Galitskiy, ChiefExecutive Officer of PJSC "Magnit", to sign the specified agreement on behalfof the Company".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 7.2 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:"To approve the additional agreement to the agreement with the sole executivebody of JSC "Tander" that is "Additional agreement of the parties №24 to theEmployment agreement as of June 28, 2006", to authorize Sergey Galitskiy, ChiefExecutive Officer of PJSC "Magnit", to sign the specified agreement on behalfof the Company".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 7.3 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:"Due to implementation of the employee incentive program of JSC "Tander" inaccordance with the Regulation on the Incentive Program and Human Resources andCompensation Committee of the Chief Executive Officer of JSC "Tander" and inaccordance with the Additional agreement of the parties №22 as of December 12,2013 on the addition of the terms and conditions of the employment agreementdetermined by the parties as of June 28, 2006, with amendments due to theimplementation of the Employee incentive program of the Company between JSC"Tander" and Vladimir Gordeychuk, Chief Executive Officer of JSC "Tander":- To pay the bonus to Vladimir Gordeychuk based on the results of 2014 in theamount recommended by the Human Resources and Compensation Committee of theBoard of Directors of PJSC "Magnit"".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 7.4 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:"To allocate part of the net profit of JSC "Tander" for the 9 months of 2014financial year for dividend payment. To pay dividends on ordinary registeredshares of JSC "Tander" in the amount of 12,300,000,000 (twelve billion threehundred million) rubles, which amounts to 1.23 rubles per one ordinary share.To pay the dividends as follows.- payment of dividends shall be executed in monetary funds pursuant to theprocedure and within the time limit established by the legislation of theRussian Federation;- to appoint the following date as of which the shareholders entitled toreceive dividends are determined: December 26, 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 7.5 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 credit line(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 than24,000,000,000 (twenty four 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 25% (Twenty 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 7.6 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 credit line (hereinafter -the Credit agreement) by JSC "Tander" (hereinafter - the Borrower) with Openjoint-stock company "Russian Agricultural Bank" (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:1. total credit limit for Credit agreements shall amount to not more than10,000,000,000 (Ten billion) rubles;2. the credit shall be provided for the period of not more than 3 (Three)years;3. interest rate for the credit use including charges shall amount to not morethan 25% (Twenty five percent) per annum;4. terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the Credit agreements.Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander", withthe right to sign the Credit agreements and additional agreements thereto,which change the terms and conditions of the Credit Agreements, including butnot 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.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.