Magnit

AGM Information • Apr 7, 2015

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PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, April 7

Press-releaseKrasnodarApril 7, 2015PJSC "Magnit" Announces the Results of the BOD Meeting, Including the Decisionto Call the AGM and Determination of the Record DateKrasnodar, April 7, 2015: PJSC "Magnit", Russia's largest food retailer (the"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results ofthe BOD meeting.Please be informed that on April 6, 2015 the BOD meeting was held (minutes ofthe BOD meeting of PJSC "Magnit" are w/o No. of April 6, 2015).The meeting agenda: 1. Preliminary approval of the PJSC "Magnit" annual report. 2. Approval of recommendations to the PJSC "Magnit" General shareholders meeting on distribution of profit and losses of the Company following 2014 financial year results, including the dividend amount on shares of the Company, the procedure of its payment and on the dividend record date. 3. Calling of the annual general shareholders meeting ("the AGM") of PJSC "Magnit". 4. Determination of the form of holding of the AGM of PJSC "Magnit". 5. Determination of the date, time and venue of the AGM of PJSC "Magnit" and the postal address to which the completed voting ballots shall be delivered. 6. Determination of the PJSC "Magnit" AGM record date. 7. Determination of the agenda of the AGM of PJSC "Magnit". 8. Determination of the procedure of notification of shareholders of the holding of the AGM of PJSC "Magnit". 9. Determination of the list of information (materials) provided to shareholders to prepare to the holding of the AGM of PJSC "Magnit", and the procedure of its provision.10. Determination of the form and the text of the voting ballots on the items to be considered at the AGM of PJSC "Magnit".11. Approval of the list of candidates to be elected to the PJSC "Magnit" Board of Directors at the AGM of the Company.12. Approval of the list of candidates to be elected to the PJSC "Magnit" Audit commission at the AGM of the Company.13. Determination of the amount of remuneration for the PJSC "Magnit" auditor's services.14. Determination of the recommended price for major related party transactions to be approved by the AGM of PJSC "Magnit".15. Determination of the recommended price for related party transactions to be approved by the AGM of PJSC "Magnit".16. Extension of the powers of the Chief executive officer of PJSC "Magnit" for another term.17. Determination of PJSC "Magnit" business priorities.18. 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.19. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the LLC "Alkotrading" shares in the charter capital owned by the Company.20. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the LLC "Tandem" shares in the charter capital owned by the Company.The following BOD members were present: K. Pombukhchan, S. Galitskiy, A.Shkhachemukov.A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy provided their writtenopinions on the tems of the agenda of the BOD meeting of PJSC "Magnit".The number of the BOD members participated in the meeting, including writtenopinions of A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy amounts tonot less than half of the number of the BOD members determined by the Charterof the Company.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 PJSC "Magnit" annual report for the financial year 2014 andsubmit it for consideration of the general shareholders meeting 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 2 on the agenda:"To approve recommendations to the General shareholders meeting of the Companyon the distribution of profits and loss of the Company following 2014 financialyear results, including the dividend amount on shares of the Company, theprocedure of its payment and on the dividend record date".To determine the amount of dividend according to the recommendations of thePJSC "Magnit" BOD on the allocation of the Company's profit following 2014financial year results as follows:- total amount of funds for the dividend payment - 12,535,998,832.35 rubles;- total amount of funds for the dividend payment per share - 132.57 rubles.It was recommended to the AGM of PJSC "Magnit" to approve the followingprocedure of dividends payment:1. Payment of dividends shall be executed in monetary funds;2. The following date shall be appointed as the date as of which theshareholders are entitled to receive dividends: June 19, 2015;3. Payment of dividends shall be executed pursuant to the procedure and withinthe time limit established by the legislation of the Russian Federation.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 call the annual General shareholders meeting ("the AGM") 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 4 on the agenda:"To hold the AGM of PJSC "Magnit" in the form of a meeting (joint presence ofshareholders to discuss the agenda items and make decisions on the voting itemswith preliminary submission (delivery) of voting ballots prior to the holdingof the AGM)".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 appoint the AGM of PJSC "Magnit" on June 4, 2015 at 11:00 AM, to appointthe registration of the meeting participants on June 4, 2015 at 10:00 AM.Venue: 3-rd floor, conference hall, 15/5 Solnechnaya street, Krasnodar, Russia.To determine the address to which the completed voting ballots shall bedelivered: 15/5 Solnechnaya street, Krasnodar, 350072, Russia".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 determine the PJSC "Magnit" AGM record date - April 17, 2015. To authorizethe registrar of the Company - OJSC "Objedinennaya registratsionnaya kompaniya"- to make the list of shareholders entitled to participate in the AGM accordingto the register as of this date".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 on the agenda:"To ratify the following agenda of the AGM of PJSC "Magnit":1. Approval of the annual report of PJSC "Magnit".2. Approval of the annual accounting (financial) reports of PJSC "Magnit"(including profit and loss statements of PJSC "Magnit").3. Allocation of profit (including payment (declaration) of dividends) andlosses of PJSC "Magnit" following 2014 financial year results.4. Election of the Board of directors of PJSC "Magnit".5. Election of the Revision commission of PJSC "Magnit".6. Approval of the auditor of PJSC "Magnit" in accordance with the Russianaccounting standards.7. Approval of the auditor of PJSC "Magnit" in accordance with the IFRS.8. Ratification of the Charter of PJSC "Magnit" in the new edition.9. Ratification of the Regulations on the Board of directors of PJSC "Magnit"in the new edition.10. Approval of the major related party transactions.11. Approval of the related party transactions.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 8 on the agenda:"To approve the text of the announcement of the AGM of PJSC "Magnit" and,according to the clause 13.10 of the PJSC "Magnit" Charter, to publish thisannouncement on the official website of the Company on the information andtelecommunications network "Internet" http://www.magnit-info.ru ("Shareholdersmeeting" (http://www.magnit- info.ru/en/investors/stockholders/)) on or beforeMay 04, 2015".To publish this announcement additionally on the official website of theCompany which is used for the information disclosure since February 2, 2015 onthe information and telecommunications network "Internet", http://ir.magnit.com/en/shareholder-center/agm-egm-voting/ ("Annual" "2015") on or before May 04,2015".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 9 on the agenda:"To approve the following list of information materials to be presented to theshareholders within the period of preparation for the AGM:- annual report of PJSC "Magnit" for the financial year 2014;- annual accounting reports of PJSC "Magnit" for the financial year 2014,including the auditor's report;- consolidated financial statements of the group of PJSC "Magnit" companies forthe year 2014 prepared in accordance with IFRS including the auditor's report;- conclusion of the Revision commission of PJSC "Magnit" on the results of theaudit of the operational and financial performance of the Company for thefinancial year 2014;- evaluation of the auditor's conclusion on the accounting reports of PJSC"Magnit" for the year 2014 prepared by the audit committee of the PJSC "Magnit"Board of directors;- evaluation of the auditor's conclusion on the consolidated financialstatements of the group of PJSC "Magnit" companies for the year 2014 inaccordance with IFRS prepared by the audit committee of the PJSC "Magnit" Boardof directors;- recommendations of the Company's Board of directors on the allocation ofprofit and losses of the Company for 2014 financial year results, including theamount of dividend on PJSC "Magnit" shares, the procedure of its payment andthe date as of which the shareholders are entitled to receive dividends;- information on the candidates to be elected to the Board of directors of PJSC"Magnit" and on their written consent to election;- information on the candidates to be elected to the Revision commission ofPJSC "Magnit" and on their written consent to election;- information on the candidates to be elected as the auditor of PJSC "Magnit";- draft Charter of PJSC "Magnit" in the new edition;- information on the amendments to the Charter of PJSC "Magnit";- draft Regulations on the Board of directors of PJSC "Magnit" in the newedition;- information on the amendments to the Regulations on the Board of directors ofPJSC "Magnit" in the new edition;- information on the transactions to be approved by the AGM;- draft decisions of the AGM on the agenda items.To authorize the sole executive body to provide access to the above mentionedinformation materials starting from May 14, 2015 from 10:00 AM to 5:00 PM(break from 12:00 PM to 1:00 PM) at the following address: 15/5 Solnechnayastreet, Krasnodar, Russia; office: +7 (861) 210-98-10 ext. 14992".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 10 on the agenda:"To approve the form and the text of the voting ballots on agenda items whichshall be considered at the AGM 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 11 on the agenda:"To approve the following list of candidates to be elected to the Board ofdirectors of PJSC "Magnit" at the AGM of the Company: * Aleksandr Aleksandrov * Andrey Arutyunyan; * Sergey Galitskiy; * Alexander Zayonts; * Khachatur Pombukhchan; * Alexey Pshenichniy; * Aslan Shkhachemukov."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 12 on the agenda:"To approve the following list of candidates to be elected to the Auditcommission of PJSC "Magnit" at the AGM of the Company: * Roman Efimenko; * Anzhela Udovichenko; * Denis Fedotov."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 13 on the agenda:"To determine remuneration for the services of the auditor in accordance withthe Russian Accounting Standards for the audit of the accounting (financial)reports for the year 2015 in the amount of not more than 330,000 (three hundredand thirty thousand) rubles excl. VAT".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 14.1 on the agenda:"Due to the fact that the loan agreement (several related loan agreements),which the Company plans to execute in future with the joint-stock company"Tander", is the major related party transaction, the price of the property, tothe possible disposal of which the granting of the loan is related, is to bedetermined by the Company's Board of Directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the price (money value) of theCompany's property, which can be directly or indirectly disposed by the Companyunder the loan agreement (several related loan agreements), shall be determinedon the basis of the following terms and conditions of the loan agreement(s),which the Company plans to execute in future:1. Parties of the transaction (transactions): the lender - PJSC "Magnit", theborrower - JSC "Tander";2. Subject of the transaction (transactions): loan of funds;3. Maximum price (amount) of the transaction (transactions): up to45,000,000,000 (Forty five billion) rubles;4. Loan interest rate (per annum): not more than 180 (One hundred and eighty)percent of the key interest rate of the Bank of Russia (published on theofficial website of the Bank of Russia on the Internet (www.cbr.ru)) as of theloan issue date;5. Time limit for the fulfillment of obligations under the transaction(transactions): up to 3 (Three) years from the time of its execution (the timeof repayment of the loan amount and interest).To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can amount to 25 or more percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 50 percent of the book value of the Company's assets, determined bythe financial statements as of the last reporting date".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 14.2 on the agenda:"Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of Joint-stock company "Tander"(beneficiary) (hereinafter - the Borrower) to Public joint-stock companyROSBANK (hereinafter - the Creditor) under the agreements of revolving and (or)non-revolving lines of credit (hereinafter - the Credit agreements), are majorrelated party transactions, the price of the property, to the possible disposalof which the granting of the guarantee is related, is to be determined by theCompany's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture:1. The Creditor shall provide the Borrower with monetary funds in Russianrubles, in US dollars, in Euros;2. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, shall not exceed 28,000,000,000 (Twenty eight billionrubles) or shall be equivalent to this amount in US dollars or Euros at theexchange rate of the bank of Russia as of the date of provision of the credit;3. The credit shall be provided in the form of individual credits under theCredit agreements for the purpose of working capital financing and/or financingof current operations;4. The term of the Credit agreements shall not exceed 12 (Twelve) months(inclusive) since the signing date of each agreement;5. Each individual credit shall be provided for the period not exceeding 12(Twelve) months;6. The interest period for rates in US dollars, Euros and Russian rubles may beequal to any calendar period of up to 12 (Twelve) months (inclusive) if agreedby the parties of the Credit agreement;7. Interest rate for the credit use including charges shall not exceed 30(Thirty) percent per annum;8. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant Credit agreements;9. Maximum price (amount) of the guarantee agreements: the aggregate amount ofobligations of the Guarantor shall not exceed 37,000,000,000 (Thirty sevenbillion) rubles.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can amount to 25 or more percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 50 percent of the book value of the Company's assets, determined bythe financial statements as of the last reporting date".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 14.3 on the agenda:"Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of Joint-stock company "Tander"(beneficiary) (hereinafter - the Borrower) to Open joint-stock company"Sberbank of Russia" (hereinafter - the Creditor) under the agreements onopening of revolving and (or) non-revolving lines of credit (hereinafter - theCredit agreements), are major related party transactions, the price of theproperty, to the possible disposal of which the granting of the guarantee isrelated, is to be determined by the Company's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture:1. The Creditor shall provide the Borrower with monetary funds in Russianrubles;2. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, shall not exceed 15,000,000,000 (Fifteen billion) rubles;3. The term of credit use under each Credit agreement shall not exceed 3(Three) years;4. Interest rate for the credit use including charges shall not exceed 25(Twenty five) percent per annum;8. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant Credit agreements;9. Maximum price (amount) of the guarantee agreements: the aggregate amount ofobligations of the Guarantor shall not exceed 24,000,000,000 (Twenty fourbillion) rubles.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can amount to 25 or more percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 50 percent of the book value of the Company's assets, determined bythe financial statements as of the last reporting date".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 14.4 on the agenda:"Due to the fact that the guarantee agreement, which the Company plans toexecute in future as security for obligations of Joint-stock company "Tander"(beneficiary) (hereafter - the Borrower) to joint-stock company "ALFA-BANK"(hereafter - the Creditor) under the Credit agreement on opening of therevolving credit line (hereinafter - the Credit Agreement), is a major relatedparty transaction, the price of the property, to the possible disposal of whichthe granting of the guarantee is related, is to be determined by the Company'sBoard of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On Joint-Stock Companies" to decide that the amount of obligations ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreement, shall be determined on the basis of the followingessentials of the Credit Agreement:1. The guarantee agreement shall secure the fulfillment of obligations by theBorrower under the Credit Agreement, which the Borrower plans to execute infuture on the following terms:1.1. The Creditor shall provide the Borrower with monetary funds in the Russianrubles (hereafter - "the Credits") in the form of the revolving credit line(hereafter - "the Credit Line").1.2. Within the limits of the Credit Line the Borrower shall be entitled toreceive Credits, the maximum amount of the aggregate debt on which on any dayof the term of the Credit Line comprises not more than 14,000,000,000 (Fourteenbillion) rubles ("the Debt Limit").1.3. The term of the Credit Line shall not exceed 67 (Sixty Seven) months fromthe date of the Credit Agreement. The Borrower shall repay all received Creditsnot later than the date of expiration of the corresponding Credit Line.1.4. The Credits within the term of each Credit Line shall be provided for notmore than 36 (Thirty Six) months.1.5. The interest rate: not more than 35 (Thirty Five) percent per annum.1.6. Penalties: 0.1 (zero point one) percent of the amount of the overdueindebtedness 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.1.7. 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), as well as penalties for breaching the terms of the Credit Agreementby the Borrower shall be determined by the Credit Agreement.2. The guarantee agreement shall also secure the fulfillment of obligations bythe Borrower at the invalidity of the Credit Agreement, determined by the courtdecision which has entered into legal force, on the repayment of the monetaryfunds received by the Borrower in favor of the Creditor, as well as on therepayment of the interest on money had and received accrued on the amount ofthe unreasonable gain of the Borrower.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreement,can amount to 25 and more percent of the book value of the Company's assets,determined by the data of its financial statements as of the last reportingdate, but not more than 50 percent of the book value of the Company's assets,determined by the data of its financial statements as of 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 14.5 on the agenda:"Due to the fact that the guarantee agreement, which the Company plans toexecute in future as security for obligations of Joint-stock company "Tander"(beneficiary) (hereafter - the Borrower) to VTB Bank (open joint-stock company)(hereafter - the Creditor) under the Agreement on the procedure for theconclusion of the Credit transactions with the use of the System of Onlinebanking № КС-714000/2010/00098 of 17.12.2010 (hereinafter - the CreditAgreement), is a major related party transaction, the price of the property, tothe possible disposal of which the granting of the guarantee is related, is tobe determined by the Company's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On Joint-Stock Companies" to decide that the amount of obligations ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreement, shall be determined on the basis of the followingessentials of the Credit Agreement:1. The guarantee agreement regulates general terms and procedure for theconclusion of the Credit transactions with the use of the System of onlinebanking, the procedure for the payment settlements by the parties under theCredit transactions, as well as liability of the parties for the failure toperform obligations under the concluded Credit transactions.2. The Credits are provided on the basis of the Credit transactions concludedby the parties. The term of conclusion of the Credit transactions is until25.12.2015.3. According to the Credit Agreement the parties shall conclude the Credittransactions in the Russian rubles.4. The maximum term of the individual credit shall not exceed 365 (Threehundred and sixty five) days from the provision date of the Credit.5. The total amount of Credits, which can be provided by the Creditor under theCredit Agreement, as of any date shall not exceed 20,000,000,000 (Twentybillion) rubles.6. The interest rate on each individual Credit over 180 (One Hundred andEighty) days can be fixed and/or floating. The floating interest rate iscalculated by the Bank as the key rate (the key rate of the Bank of Russiapublished on the official website of the Bank of Russia in the Internet(www.cbr.ru)), increased by the margin in percent per annum, stipulated in theBorrower's application form and approved by the Bank.7. In case of past-due indebtedness of the Borrower to the Creditor, theBorrower shall pay the penalty in the amount of not more than 2/365(366) of theinterest rate of the amount of the past-due indebtedness until the date of itsfinal redemption.If the Borrower breaches the obligations of the Borrower for maintenance of themonthly credit turnover under the terms and conditions of the Credit Agreement,the Borrower shall pay the penalty in the amount of 1 (One) percent per annumof the turnover of the outstanding obligations for maintenance of the creditturnover for the calendar month, when the obligation was not fulfilled.8. The Credit agreement is valid until December 25, 2016. Should neither partyof the Credit Agreement express a written intention to terminate the CreditAgreement within 5 (Five) working days until the expiry of this term, it shallbe considered as automatically prolonged for every year thereafter.9. The maximum price (amount) of the guarantee agreement: the aggregate amountof the Guarantor's obligations for the Borrower's obligations under the CreditAgreement and for the Borrower's obligations at the invalidity of the CreditAgreement cannot exceed 26 000 000 000 (Twenty Six billion) rubles.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreement,can amount to 25 and more percent of the book value of the Company's assets,determined by the data of its financial statements as of the last reportingdate, but not more than 50 percent of the book value of the Company's assets,determined by the data of its financial statements as of 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 14.6 on the agenda:"Due to the fact that two related guarantee agreements, which the Company plansto execute in future as security for obligation of Joint-stock company "Tander"(beneficiary) (hereinafter -"the Borrower") to Open joint-stock company"Russian Agricultural Bank" (hereinafter - "the Creditor") under the creditagreements, taken together are a major related party transaction, the price ofthe property, to the possible disposal of which the granting of the guaranteesis related, is to be determined by the Company's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligations ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the followingessentials of the corresponding credit agreements, which the Borrower plans toexecute in future: * The General agreement on the procedure of the credit agreements conclusion (hereinafter - "the Credit agreement-1):1.1. The Creditor shall provide the Borrower with the monetary funds in Russianrubles;1.2. The total credit limit under the Credit agreement-1 (the credit amountwhich may be granted under the Credit agreement-1) shall not exceed10,000,000,000 (Ten billion) rubles;1.3. The maximum term of the individual credit granted under the Creditagreement-1 shall not exceed 60 (Sixty) calendar days;1.4. Interest rate for the use of the credits granted under the Creditagreement-1 including charges - not more than 30% (Thirty percent) per annum;1.5. The term of the Credit agreement-1 shall not exceed 12 (Twelve) months;1.6. Conditions, procedure of granting and repayment of the credit, interestand other payments are determined by the Credit agreement-1;1.7. The Guarantor is fully liable to the Creditor for non-fulfillment orimproper fulfillment of obligation by the Borrower under the Creditagreement-1, including principal amount of debt, interest, penalties, lossescaused to the Creditor by the non-fulfillment or improper fulfillment of theCredit agreement-1;2. The guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity or loss of the Credit agreement-1 fixed by thevalid judgment on repayment of monetary funds under the Credit agreement-1received by the Borrower for the benefit of the Creditor and on the payment ofinterest for the use of other monetary funds charged on the amount ofunreasonable gains of the Borrower. * The agreement on the opening of the credit lines (hereinafter - "the Credit agreement-2"):1.1. The Creditor shall provide the Borrower with the monetary funds in Russianrubles;1.2. The total credit limit under the Credit agreement-2 (the credit amountwhich may be granted under the Credit agreement) shall not exceed15,000,000,000 (Fifteen billion) rubles;1.3. The maximum term of the individual credit granted under the Creditagreement-2 shall not exceed 3 (Three) years;1.4. Interest rate for the use of the credits granted under the Creditagreement-2 including charges - not more than 30% (Thirty percent) per annum;1.5. The intended use of credits under the Credit agreement-2 - to finance theworking capital;1.6. Conditions, procedure of granting and repayment of the credit, interestand other payments are determined by the Credit agreement-2;1.7. The Guarantor is fully liable to the Creditor for non-fulfillment orimproper fulfillment of obligation by the Borrower under the Creditagreement-2, including principal amount of debt, interest, penalties, lossescaused to the Creditor by the non-fulfillment or improper fulfillment of theCredit agreement-2;2. The guarantee agreement shall secure the fulfillment of obligations by theBorrower in case of invalidity or loss of the Credit agreement-2 fixed by thevalid judgment on repayment of monetary funds under the Credit agreement-2received by the Borrower for the benefit of the Creditor and on the payment ofinterest for the use of other monetary funds charged on the amount ofunreasonable gains of the Borrower.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can amount to 25 or more percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 50 percent of the book value of the Company's assets, determined bythe financial statements as of the last reporting date".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 15.1 on the agenda:"Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereinafter - "the Borrower") to Open joint-stockcommercial bank "Absolut Bank" (open joint-stock company) (hereinafter - "theCreditor") under the agreements on revolving and non-revolving credit lines("the Credit agreements") are related party transactions, the price of theproperty, to the possible disposal of which the granting of the guarantee isrelated, is to be determined by the Company's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture:1. The Creditor shall provide the Borrower with the monetary funds in Russianrubles;2. The total credit limit under all Credit agreements which the Borrower plansto execute in future shall not exceed 3,200,000,000 (Three billion two hundredmillion) rubles;3. The credit under each credit agreement shall be provided for the maximum of2 (Two) years;4. Interest rate for the credit use including charges amounts to not more than30% (Thirty percent) per annum;5. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the relevant Credit agreements;6. The price limit (the sum) of the guarantee agreement: the aggregate amountof obligations of the Guarantor shall not exceed 4,000,000,000 (Four billion)rubles.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,amounts to more than 2 (Two) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 25 (Twenty five) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date."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 15.2 on the agenda:"Due to the fact that the additional agreement to the guarantee agreement №29-15/1/496n1 of 15.08.2014 (hereinafter - "the Guarantee agreement") concludedby the Company (hereinafter - "the Guarantor") with Open joint-stock company"Sberbank of Russia" (OJSC "Sberbank of Russia") (hereafter - "the Bank") ,which the Company plans to execute in future is the related party transaction,the price of the property, to the possible disposal of which the granting ofthe guarantee is related, is to be determined by the Company's Board ofdirectors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture:1. In accordance with the Guarantee agreement the Guarantor shall be liable tothe Bank for fulfillment by the Borrower of all the obligations under theAgreement on the opening of the revolving credit line №29-15/1/496 of15.08.2014 (hereinafter - "the Credit agreement") concluded between the Bankand The Borrower.2. The terms and conditions of the Credit agreement:2.1. The limit amount of the credit line: 15,000,000,000 (Fifteen billion)rubles; 2. The credit shall be provided for the maximum of 3 (three) years;2.2. The credit maturity date: August 13, 2017;2.3. The interest rate for the credit use is determined in accordance with theCredit agreement and amounts to not more than 15 (Fifteen) percent per annum;3. The Guarantee agreement is valid until August 13, 2020 (inclusive).To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,amounts to more than 2 (Two) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 25 (Twenty five) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date."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 15.3 on the agenda:"Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereinafter - "the Borrower") to "VTB Bank" (openjoint-stock company) (hereinafter - "the Creditor") under the agreements onrevolving and non-revolving credit lines (hereinafter - "the Creditagreements") are related party transactions, the price of the property, to thepossible disposal of which the granting of the guarantee is related, is to bedetermined by the Company's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture:1. The Creditor shall provide the Borrower with the monetary funds in Russianrubles;2. The total credit limit under all Credit agreements which the Borrower plansto execute in future shall not exceed 10,000,000,000 (Ten billion) rubles;3. The credit under each credit agreement shall be provided for the maximum of5 (Five) years;4. Interest rate for the credit use including charges amounts to not more than25% (Twenty five percent) per annum;5. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the relevant Credit agreements;6. The price limit (the sum) of the guarantee agreement: the aggregate amountof obligations of the Guarantor shall not exceed 20,000,000,000 (Twentybillion) rubles.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,amounts to more than 2 (Two) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 25 (Twenty five) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date."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 15.4 on the agenda:"Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereinafter - "the Borrower") to Public joint-stockcompany "Otkritie Financial Corporation Bank" (hereinafter - "the Creditor")under the agreements on revolving and non-revolving credit lines (hereinafter -"the Credit agreements") are related party transactions, the price of theproperty, to the possible disposal of which the granting of the guarantee isrelated, is to be determined by the Company's Board of directors.According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture:1. The Creditor shall provide the Borrower with the monetary funds in Russianrubles;2. The total credit limit under all Credit agreements which the Borrower plansto execute in future shall not exceed 10,000,000,000 (Ten billion) rubles;3. The credit under each credit agreement shall be provided for the maximum of1 (One) year;4. Interest rate for the credit use including charges amounts to not more than30% (Thirty percent) per annum;5. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the relevant Credit agreements;6. The price limit (the sum) of the guarantee agreement: the Guarantor is fullyliable to the Creditor for non-fulfillment or improper fulfillment ofobligation by the Borrower under the Credit agreements, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreements.To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,amounts to more than 2 (Two) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date, but notmore than 25 (Twenty five) percent of the book value of the Company's assets,determined by the financial statements as of the last reporting date."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 16 on the agenda:"To extend the term of office of the PJSC "Magnit" chief executive officerSergey Galitskiy for another 3 (Three) year term from 13.04.2015 and approvethe additional agreement to the contract with the person in the role of thePJSC "Magnit" sole executive body, i.e. - "Agreement of the parties №15 on thechanges to the terms of the employment contract of April 13, 2006 determined bythe parties", to authorise Khachatur Pombukhchan, the chairman of the PJSC"Magnit" Board of directors, to sign the indicated agreement on behalf of theCompany."As of the date of the minutes of the BOD meeting the share of Sergey Galitskiyin the charter capital is 36.4927%.His ordinary shares stake is 36.4927%.Votes were cast as follows:A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A.Shkhachemukov - "for".The decision was made.Item 17 on the agenda:"To determine PJSC "Magnit" business priorities by means of ratification of theCompany's Plans of financial and economic activity for the second quarter of2015".Votes were cast as follows:A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".The decision was made.Item 18 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of LLC "Retail Import" to make the following decisions at theexercise of the voting right on shares in the charter capital of LLC "RetailImport" owned by the Company:"1. To approve the annual financial statements of LLC "Retail Import" for theyear 2014.2. To approve the Limited Liability Company Audit firm "Faber Leks" (PrincipalState Registration Number 1022301213197, Taxpayer Id. Number 2308052975,address: 144/2 Krasnykh Partizan, Krasnodar, 350049) as the auditor of LLC"Retail Import" for 2015 under the Russian accounting standards.3. To determine the amount of payment for the services of the audit offinancial statements of LLC "Retail Import" for 2015 by the auditor under theRussian accounting standards LLC AF "Faber Lex" in the amount of not more than265,000 (Two hundred and sixty five thousand) rubles excluding VAT".Votes were cast as follows:A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".The decision was made.Item 19 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of LLC "Alkotrading" to make the following decision at the exerciseof the voting right on shares in the charter capital of LLC "Alkotrading" ownedby the Company:"To approve the annual financial statements of LLC "Alkotrading" for the year2014".Votes were cast as follows:A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".The decision was made.Item 20 on the agenda:"To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of LLC "Tandem" to make the following decisions at the exercise ofthe voting right on shares in the charter capital of LLC "Tandem" owned by theCompany:"1. To approve the annual financial statements of LLC "Tandem" for the year2014.2. To approve the Limited Liability Company Audit firm "Faber Leks" (PrincipalState Registration Number 1022301213197, Taxpayer Id. Number 2308052975,address: 144/2 Krasnykh Partizan, Krasnodar, 350049) as the auditor of LLC"Tandem" for 2015 under the Russian accounting standards.3. To determine the amount of payment for the services of the audit offinancial statements of LLC "Tandem" for 2015 by the auditor under the Russianaccounting standards LLC AF "Faber Lex" in the amount of not more than 170,000(One hundred and seventy thousand) rubles excluding VAT".Votes were cast as follows:A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "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 December 31,2014, Magnit operated 27 distribution centers and over 9,700 stores (8,344convenience, 287 hypermarkets, and 1,080 drogerie stores) in approximately2,100 cities and towns throughout 7 federal regions of the Russian Federation.In accordance with the audited IFRS consolidated financial statements 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 (MOEX: MGNT) andits GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit ratingfrom Standard & Poor's of BB. Measured by market capitalization, Magnit is oneof the largest retailers in Europe.