Press-release
Krasnodar
June 17, 2015
PJSC "Magnit" Announces the Results of the BOD Meeting
Krasnodar, June 17, 2015: PJSC "Magnit", Russia's largest food retailer (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting.
Please be informed that on June 17, 2015 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of June 17, 2015).
The meeting agenda:
Election of the Chairman of the Board of Directors of PJSC "Magnit".
Election of the Deputy Chairman of the Board of Directors of PJSC "Magnit".
Election of the Secretary of the Board of Directors of PJSC "Magnit".
Formation of the audit committee of the Board of Directors of PJSC "Magnit".
Election of the Chairman of the audit committee of the Board of Directors of PJSC "Magnit".
Formation of the HR and remuneration committee of the Board of Directors of PJSC "Magnit".
Election of the Chairman of the HR and remuneration committee of the Board of Directors of PJSC "Magnit".
Election of the Management Board of PJSC "Magnit".
Approval of the related party transaction.
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, S. Galitskiy, K. Pombukhchan, A. Shkhachemukov.
A. Zayonts, A. Aleksandrov and A. Pshenichniy provided their written opinions on the items 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. Zayonts, A. Aleksandrov 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 on the agenda:
"To elect Khachatur Pombukhchan as a Chairman of the Board of Directors of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 2 on the agenda:
"To elect Aslan Shkhachemukov as a Deputy Chairman of the Board of Directors of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 3 on the agenda:
"To elect Andrey Arutyunyan as a Secretary of the Board of Directors of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 4 on the agenda:
"To form the audit committee of the Board of Directors of PJSC "Magnit" consisting of the following 3 (three) members:
- Aleksandr Aleksandrov,
- Alexander Zayonts,
- Alexey Pshenichniy".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 5 on the agenda:
"To elect Alexander Zayonts as a Chairman of the audit committee of the Board of Directors of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 6 on the agenda:
"To form the HR and remuneration committee of the Board of Directors of PJSC "Magnit" consisting of the following 3 (three) members:
- Aleksandr Aleksandrov,
- Alexander Zayonts,
- Alexey Pshenichniy".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 7 on the agenda:
"To elect Alexey Pshenichniy as a Chairman of the HR and remuneration committee of the Board of Directors of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 8.1 on the agenda:
"To form the collective executive body (Management Board) of PJSC "Magnit" consisting of the following 4 (four) members:
- Alexander Barsukov;
- Sergey Galitskiy;
- Marina Ivanova;
- Ilya Sattarov".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 8.2 on the agenda:
"To appoint Alexander Barsukov as a Deputy Chairman of the Management Board of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 8.3 on the agenda:
"To conclude the employment agreement with the members of the Management Board. To approve the terms and conditions of the employment agreement with the member of the collective executive body (Management Board) of PJSC "Magnit".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 9 on the agenda:
"To approve the loan agreement (several associated loan agreements) which the Company plans to execute in future with LLC "Selta" and which is the related party transaction with the following essentials:
1. parties of the transaction (transactions): the lender - PJSC "Magnit", the borrower - LLC "Selta" (Taxpayer Identification Number 2310053662, location: 15/5 Solnechnaya street, Krasnodar, Krasnodar krai);
2. subject of the transaction (transactions): loan of funds;
3. maximum price (amount) of the transaction (transactions): 530,000,000 (Five hundred and thirty million) 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 the official website of the Bank of Russia on the Internet (www.cbr.ru)) as of the loan 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 time of repayment of the loan amount and interest).
The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period".
Votes were cast as follows:
A. Arutyunyan - "did not participate in voting", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Aleksandrov - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy - "for".
The decision was made.
Item 10 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 JSC "Tander" 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 Credit agreement on the opening of the credit line ?0714-016 of March 24, 2014 (hereinafter - the Credit agreement) by JSC "Tander" (hereinafter - the Borrower) with "Gazprombank" (Joint stock company) (hereinafter - the Creditor), which the Borrower plans to execute in future, related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more per cent of the balance sheet value of assets of the company, its subsidiaries, the principal company (in relation to which the company is a subsidiary), as well as other subsidiaries of the principal company (the "Group"), determined on the basis of the latest available IFRS consolidated report of the Group, prepared in compliance with the International Financial Reporting Standards with the following essentials:
- The interest rate for the Credit use amounts to not more than 35% (Thirty five percent) per annum;
- The limit of indebtedness under the credit line (maximum amount of the aggregate debt) amounts to not more than 30,000,000,000 (Thirty billion) rubles;
- The end date of the credit line use period: not later than November 30, 2018 (inclusive);
- The repayment date of the principal debt under the credit line - not later than December 31, 2018 (inclusive).
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 agreements to the Credit agreement, which change the terms and conditions of the Credit agreement, including but not limited to the change of the interest rates, the credit amount and the term of the credit provision within the limits hereof".
Votes were cast as follows:
A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Aleksandrov - "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 March 31, 2015, Magnit operated 28 distribution centers and over 10,000 stores (8,581 convenience, 300 hypermarkets, and 1,239 drogerie stores) in approximately 2,180 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) 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.
