MGNT.L Regulatory News (MGNT)

PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, February 3

Press-release

Krasnodar

February 3, 2017

PJSC “Magnit” Announces the Results of the BOD Meeting

Krasnodar, February 3, 2017: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, “Issuer”; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on February 3, 2017.

Please be informed that on February 3, 2017 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of February 3, 2017).

The meeting agenda:

Consideration of the proposals for the nomination of candidates to the Board of Directors of PJSC “Magnit’ to be elected at the annual General Shareholders Meeting of PJSC “Magnit”.

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.

The following BOD members were present: K. Pombukhchan, S. Galitskiy and A. Shkhachemukov.

V. Gordeichuk, 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 participating in the meeting, including written opinions ofV. Gordeichuk, 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.

Voting Results:

Items 1.1-1.2, 2:

V. Gordeichuk – “for”, S. Galitskiy – “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.

The decisions were made.

Content of the decisions and voting results:

Item 1.1-1.2 on the agenda:

“To include the following candidates on the list of candidates for voting at the election of the Board of Directors of PJSC "Magnit" at the annual general shareholders meeting held following the results of the 2016 reporting year:

Item 2 on the agenda:

“To recommend the sole executive body of PJSC “Magnit”, which is the sole shareholder of Retail Import LLC, to make the following decision at the exercise of the voting right on shares in the charter capital of Retail Import LLC owned by the Company:

“To approve the future execution of the major transaction – the additional agreement to the Bank guarantee agreement No. KRD/GAR/012/16 of December 16, 2016 (hereinafter – the Agreement) between Retail Import LLC (hereinafter – the Client) and Public Joint Stock Company ROSBANK (hereinafter – the Bank) under the following terms and conditions of the Agreement (as amended by the additional agreement):

1. The Bank shall issue the bank guarantees (hereinafter – Guarantee/Guarantees) at the request of the Client pursuant to the terms and procedures set forth in the Agreement, and the Client shall reimburse all amounts paid by the Bank under or in connection with the Agreement, pay commissions due to the Bank and fulfill other obligations under the Agreement in full.

2. The maximum total amount of all existing Guarantees shall not exceed 1,000,000,000 (One billion) rubles;

3. The period of the Guarantees issue under the Agreement - until April 1, 2017;

4. The validity period of each Guarantee shall not exceed 12 months from the effective date of the Guarantee, and should not expire on the date later than February 1, 2018 (inclusive);

5. The Client shall pay commission to the Bank for the obligation on each issued Guarantee calculated on the basis of the rate in percent per annum which shall not exceed 10 (ten) percent per annum of the issued Guarantee amount;

6. The terms, procedure of the Guarantees issue, amount of the commission for the Guarantee issue, for the amendment of the Guarantee terms, and the amount of liability of the Client for the nonfulfillment and improper fulfillment of obligations shall be determined by the Agreement;

7. The Agreement shall come into effect from the date on which it is signed and remain in effect until all obligations under the Agreement are properly and fully performed by the Client.

Hereby to provide the Chief Executive Officer of Retail Import LLC with the right to sign the additional agreements which change the terms and conditions of the Agreement, including but not limited to the change of the maximum amount of the Guarantees, the period of the Guarantees issue, the validity period of the Guarantees, amounts of commissions within the limits hereof”.

For further information, please contact:

Company description:

Public Joint Stock Company “Magnit” is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of December 31, 2016, Magnit operated 35 distribution centers and 14,059 stores (10,521 convenience, 431 hypermarkets and 3,107 drogerie stores) in 2,494 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the unaudited IFRS management accounts for 2016, Magnit had revenues of RUB 1.07 trillion and an EBITDA of RUB 108 billion. Magnit's local shares are traded on the Moscow 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.