PJSC MAGNIT - Execution of Related Party Transaction

PR Newswire
London, August 17

Press Release

Krasnodar

August 17, 2016

PJSC "Magnit" Announces the Execution of the Related Party Transaction

Krasnodar, August 17, 2016: PJSC "Magnit", Russia's largest food retailer (the "Company", the "Issuer"; MOEX and LSE: MGNT), announces the execution of the transaction on August 16, 2016.

Type of transaction: major related party transaction.

Subject of transaction:

Provision by the Issuer of the guarantee under the General agreement No. 29-15/1/887 on the opening of the revolving framework credit line with tiered interest rates as of August 16, 2016 (hereinafter - the "Agreement") executed between Public Joint Stock Company "Sberbank of Russia" (hereinafter - the "Creditor") and JSC "Tander" (hereinafter - the "Borrower").

Content of transaction:

In accordance with the guarantee agreement the Guarantor shall be liable to the Creditor for the proper fulfillment of all obligations by the Borrower, both monetary and non-monetary, and obligations that may arise in future under the Agreement concluded on the following essentials:

1. Under the Agreement the Creditor and the Borrower shall execute individual credit transactions (hereinafter - the Credit transactions) by signing confirmations containing essentials of the Credit transaction;

2. The total credit limit amount shall account for not more than 20,000,000,000 (Twenty billion) rubles;

3. The date of full credits repayment under Credit transactions shall be not later than August 14, 2020;

4. The interest rate for the credit use shall not exceed 23.5 (Twenty three point five) percent per annum. The Creditor shall be entitled to unilaterally increase/decrease the interest rate under the Agreement and/or under the Credit transaction executed as a part of the Agreement;

Other conditions, procedure of granting and repayment of the credit, interest and other payments shall be determined by the Agreement.

The Guarantor's total liability to the Creditor for the Borrower's fulfillment of obligations under the Agreement and under all Credit Transactions shall not exceed 53,000,000,000 (Fifty three billion) rubles.

Deadline for fulfillment of obligations under the transaction:

The guarantee is provided for the period until August 14, 2023 inclusive. Before the specified date the Agreement shall terminate after the fulfillment of all obligations by the Borrower under the Agreement and Credit transactions, or after the fulfillment of obligations by the Guarantor under the Agreement, or otherwise provided by the legislation of the Russian Federation.

Parties and beneficiaries under the transaction:

The Creditor - Public Joint Stock Company "Sberbank of Russia";
The Guarantor - Public Joint Stock Company "Magnit";
The Borrower (Beneficiary) - Joint Stock Company "Tander".

The amount of the transaction in the monetary value and as a % of the asset value of the issuer:

The limit of the Guarantor's total liability to the Creditor for the fulfillment of obligations by the Borrower under the Agreement and all Credit transactions shall not exceed 53,000,000,000 (Fifty three billion) rubles, which amounts to 41.5503% of the balance sheet assets of the issuer.

Asset value of the issuer as of the closing date of the accounting period preceding the execution of the transaction:

127,556,122 thousand rubles

Date of the transaction execution: August 16, 2016

Parties interested in the execution of the transaction by the issuer:

Joint Stock Company "Tander" (JSC "Tander")
Location: 185, Levanevskogo street, Krasnodar, Russia
The share of the interested party in the charter capital of the issuer: 0.008525%
The share of securities of the issuer owned by the interested party: 0.008525%
The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer's (PJSC "Magnit") shares, and is a beneficiary of the transaction;
its affiliate (PJSC "Magnit") owns more than 20% of the legal entity (JSC "Tander"), which is a beneficiary of the transaction.

"Magnit" Joint-Stock Non-Government Pension Fund ("Magnit" JSNPF)
Location: office 1, letter B, 95 Moskovskaya street, Krasnodar, Russian Federation
The share of the interested party in the charter capital of the issuer: 0.157943%
The share of securities of the issuer owned by the interested party: 0.157943%
The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer's (PJSC "Magnit") shares, and its affiliate:

• is a beneficiary of the transaction;
• owns more than 20% of shares of the legal entity (JSC "Tander"), which is a beneficiary of the transaction.

LAVRENO LIMITED
Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, Nicosia, Cyprus
The share of the interested party in the charter capital of the issuer: 0.686168%
The share of securities of the issuer owned by the interested party: 0.686168%
The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer's (PJSC "Magnit") shares, and its affiliate:

• is a beneficiary of the transaction;
• owns more than 20% of shares of the legal entity (JSC "Tander"), which is a beneficiary of the transaction.

Alexander Barsukov
The share of the interested party in the charter capital of the issuer: 0
The share of securities of the issuer owned by the interested party: 0
The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information.
The basis on which this party has been acknowledged interested in the execution of this transaction:
the party is a member of the Issuer's collective executive body and holds positions in the management bodies of the legal entity (JSC "Tander"), which is a beneficiary of the transaction.

Morgan Stanley & Co. International plc
Location: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom.
The share of the interested party in the charter capital of the issuer: 0.008360%
The share of securities of the issuer owned by the interested party: 0.008360%
The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer's (PJSC "Magnit") shares, and its affiliate:

• is a beneficiary of the transaction;
• owns more than 20% of shares of the legal entity (JSC "Tander"), which is a beneficiary of the transaction.

Krasfin Invest Limited
Location: 20 Spirou Kyprianou, CHAPO CENTRAL, 3rd floor, 1075, Nicosia, Cyprus
The share of the interested party in the charter capital of the issuer: 0.2876%
The share of securities of the issuer owned by the interested party: 0.2876%
The share in the charter capital of the legal entity, which is the party in the transaction (the share of securities owned by the interested party): no information.
The basis on which this entity has been acknowledged interested in the execution of this transaction:
the entity is the shareholder, which jointly with its affiliates owns more than 20% of the Issuer's (PJSC "Magnit") shares, and its affiliate:

• is a beneficiary of the transaction;
• owns more than 20% of shares of the legal entity (JSC "Tander"), which is a beneficiary of the transaction.

Information on the approval of the transaction:

The transaction was approved by the General shareholders meeting of June 2, 2016 (minutes of the AGM of PJSC "Magnit" w/o No. of June 3, 2016).

For further information, please contact:

Timothy Post	Head of Investor Relations Email: [e-mail] Office: [phone] x 17600 Mobile: [phone] Direct Line: [phone]
Investor Relations Office	[e-mail] Direct Line: [phone] Website: ir.magnit.com/
Media Inquiries	Media Relations Department [e-mail]

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 June 30, 2016, Magnit operated 34 distribution centers and 12,888 stores (9,902 convenience, 398 hypermarkets, and 2,588 drogerie stores) in 2,397 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the unaudited IFRS management accounts for 1H 2016, Magnit had revenues of RUB 522 billion and an EBITDA of RUB 52 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.