Press-release
Krasnodar
March 23, 2015
PJSC "Magnit" Announces the Results of the BOD Meeting
Krasnodar, March 23, 2015: PJSC "Magnit", Russia's largest retailer (the
"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of
the BOD meeting held on March 23, 2015.
Please be informed that on March 23, 2015 the BOD meeting was held (minutes of
the BOD meeting of PJSC "Magnit" are w/o No. of March 23, 2015).
The meeting agenda:
1. Determination of the position of the PJSC "Magnit" representative at the
exercise of the voting right on the JSC "Tander" shares owned by the
Company.
The following BOD members were present: K. Pombukhchan, S. Galitskiy, A.
Shkhachemukov.
A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy provided their written
opinions on the tems of the agenda of the BOD meeting of PJSC "Magnit".
The number of the BOD members participated in the meeting, including written
opinions of A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy amounts to
not less than half of the number 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 decisions and voting results:
Item 1.1 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of JSC "Tander", to make the following decision at the realization
of the voting right on shares owned by the Company":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Additional agreement to the Agreement on the opening of the revolving
credit line № 8619/452/20022 of July 19, 2010 (hereinafter - the Credit
agreement) by JSC "Tander" (hereinafter - the Borrower) with Open joint-stock
company "Sberbank of Russia" represented by the branch - South-Western bank,
which the Borrower plans to execute in future, related to acquisition, disposal
and an opportunity of the company to dispose property, directly or indirectly,
the cost of which amounts to 5 and more percent of the balance sheet value of
assets of the company, its subsidiaries, principal company (of which the
company is a subsidiary), as well as other subsidiaries of the principal
company ("Group"), determined on the basis of the latest available IFRS
consolidated report of the Group based on the following essentials:
- the credit interest rate shall not exceed 15 (Fifteen) percent per annum.
Hereby to provide the Chief Executive Officer of JSC "Tander" or other JSC
"Tander" representatives, authorized by the CEO, with the right to sign the
Additional agreement to the Credit agreement, which changes the terms and
conditions of the Credit Agreement, including but not limited to the change of
the interest rates within the limits hereof".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".
The decision was made.
Item 1.2 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of JSC "Tander", to make the following decision at the realization
of the voting right on shares owned by the Company":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Additional agreement to the Agreement on the opening of the revolving
credit line № 29-15/1/496 of August 15, 2014 (hereinafter - the Credit
agreement) by JSC "Tander" (hereinafter - the Borrower) with Open joint-stock
company "Sberbank of Russia" represented by the branch - South-Western bank,
which the Borrower plans to execute in future, related to acquisition, disposal
and an opportunity of the company to dispose property, directly or indirectly,
the cost of which amounts to 5 and more percent of the balance sheet value of
assets of the company, its subsidiaries, principal company (of which the
company is a subsidiary), as well as other subsidiaries of the principal
company ("Group"), determined on the basis of the latest available IFRS
consolidated report of the Group based on the following essentials:
- the credit interest rate shall not exceed 15 (Fifteen) percent per annum.
Hereby to provide the Chief Executive Officer of JSC "Tander" or other JSC
"Tander" representatives, authorized by the CEO, with the right to sign the
Additional agreement to the Credit agreement, which changes the terms and
conditions of the Credit Agreement, including but not limited to the change of
the interest rates 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: +7-861-277-4562
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 (MOEX: 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.