MGNT.L Regulatory News (MGNT)

PJSC MAGNIT - Results of the BoD Meeting

PR Newswire

London, March 28

Press-release

Krasnodar

March 28, 2017

PJSC “Magnit” Announces the Results of the BOD Meeting

Krasnodar, March 28, 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 March 28, 2017.

Please be informed that on March 28, 2017 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of March 28, 2017).

The meeting agenda:

Early termination of office of a member of the PJSC “Magnit” collective executive body (Management Board).

Election of a member of the PJSC “Magnit” collective executive body (Management Board).

Determination of the amount of remuneration for the PJSC “Magnit” auditor’s services.

Determination of PJSC “Magnit” business priorities.

Consideration of the evaluation report on the efficiency of the internal control and risk management system for 2016.

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.

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.

Making decisions for approval of the execution of major transactions.

The following BOD members were present: K. Pombukhchan, A. Shkhachemukov, V. Gordeichuk.

S. Galitskiy, 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 ofS. Galitskiy, 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 – 8:

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 on the agenda:

“To early terminate the authorities of Alexander Barsukov, member of the PJSC “Magnit” Management Board. Date of termination of authorities – March 28, 2017”.

Item 2 on the agenda:

“To elect Andrey Arutyunyan as a member of the PJSC “Magnit” Management Board from March 29, 2017”.

The share of the member in the charter capital of the issuer: 0.215686%.

The percentage of ordinary shares of the issuer owned by the member: 0.215686%.

Item 3 on the agenda:

“To approve the amount of remuneration for the services of the auditor in accordance with the Russian Accounting Standards for the audit of the accounting (financial) statements of PJSC “Magnit” for the year 2016 in the amount of not more than 330,000 (Three hundred and thirty thousand) rubles excl. VAT.”

Item 4 on the agenda:

“To determine PJSC “Magnit” business priorities by means of ratification of the Plans of financial and economic activity of the Company for 2017”.

Item 5 on the agenda:

“To take into consideration the report on organization, functioning and efficiency of the PJSC “Magnit” internal control and risk management system for 2016. To agree upon the results of the evaluation report on the efficiency of the system and the measures suggested for its improvement”.

Item 6.1 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 execution of the major transaction between Retail Import LLC (hereinafter – the Party-1) and Public Joint Stock Company “Rosspirtprom” (Taxpayer Id. Number 7730605160, location: bld. 21, 34 Kutuzovskiy prospect, 121170, Moscow) (hereinafter – the Party-2) – the additional agreement to the Agreement No.10 on fulfillment of obligations of January 30, 2015 (hereinafter – “the Agreement”), which Retail Import LLC plans to execute in future and which contains the following essentials:

- the total limit amount (maximum amount of available guarantees under obligations), specified in the Guarantee agreement 1 – not more than 800,000,000 (Eight hundred million) rubles.

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 within the limits hereof”.

Item 6.2 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 execution of the major transaction between Retail Import LLC (hereinafter – the Client) and Public Joint Stock Company ROSBANK (hereinafter – the Bank) – the additional agreement to the Bank guarantee agreement No. KRD/GAR/012/16 of December 16, 2016 (hereinafter – the Agreement), which Retail Import LLC plans to execute in future and which contains the following essentials:

- the period within which the Bank issues bank guarantees at the request of the Client under the Agreement (usage period) – until August 1, 2017.

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 within the limits hereof”.

Item 6.3 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 ratify the charter of Retail Import LLC in the new edition”.

Item 7.1 on the agenda:

“To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of JSC “Tander”, to make the following decisions at the exercise of the voting right on the JSC “Tander” shares owned by the Company:

“To ratify the charter of Joint Stock Company “Tander” in the new edition”.

Item 7.2 on the agenda:

“To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of JSC “Tander”, to make the following decisions at the exercise of the voting right on the JSC “Tander” shares owned by the Company:

“Joint Stock Company “Tander” shall join the Russian Union of Industrialists and Entrepreneurs (Principal State Registration Number 1067746348427, Taxpayer Id. Number 7710619969, address: 17 Naberezhnaya Kotelnicheskaya street, 109240, Moscow)”.

Item 8.1 on the agenda:

“To approve the execution of the major transaction – the guarantee agreement (several related guarantee agreements), which the Company plans to execute in future with Public Joint Stock Company “Sberbank of Russia” (hereinafter – “the Creditor”) as a security for obligations of Joint Stock Company “Tander” (beneficiary) (hereinafter – “the Borrower”) to the Creditor under the agreements on opening of the revolving/non-revolving credit line and (or) the General agreements on opening of the revolving framework credit line with tired interest rates (hereinafter – “the Agreements”), which the Borrower plans to execute in future, with the following essentials:

1. under the terms of the Agreements the Creditor and the Borrower shall execute individual credit transactions (hereinafter – “the Credit transactions”) by signing the notes of confirmation containing essentials of the Credit transaction;

2. the aggregated amount of the credit limit shall not exceed 30,000,000,000 (Thirty billion) rubles;

3. the credit limit term under the Agreements shall not exceed 5 (Five) years;

4. the credit term under any Credit transaction shall not exceed 36 (Thirty-six) months;

5. the interest rate for the credit use shall not exceed 30 (Thirty) percent per annum.

6. the terms, procedure of granting and redemption of the credit amounts, interests and other payments shall be determined by the Agreements;

7. the maximum price (amount) of the guarantee agreement: an aggregated amount of the obligations of the Guarantor shall not exceed 57,000,000,000 (Fifty seven billion) rubles.

The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement (several related guarantee agreements), can comprise 25 and more percent of the book value of the Company’s assets, determined from the data of its accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined from the data of its accounting (financial) statements as of the last reporting date.

Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements on the change of terms and conditions of the guarantee agreement (several related guarantee agreements) due to the change of terms and conditions of the Agreements, including but not limited to the change of the interest rates, the credit amount and the period of the credit provision within the limits hereof”.

Item 8.2 on the agenda:

“To approve the execution of the major transaction – the loan agreement (several related loan agreements), which the Company plans to execute in future with the Joint Stock Company “Tander”, with the following essentials:

1. Parties of the transaction (transactions): the lender – PJSC “Magnit”, the borrower – JSC “Tander”;

2. Subject of the transaction (transactions): loan of monetary funds;

3. Maximum price (amount) of the transaction (transactions): up to 58,000,000,000 (fifty eight billion) rubles;

4. Loan interest rate (per annum): not more than 125 (one hundred and twenty five) percent from the key interest rate of the Bank of Russia (published on the official website of the Bank of Russia in the Internet (www.cbr.ru)) as of the loan provision date;

5. Time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years from the time of its conclusion (the time of repayment of the loan amount and interest).

The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the loan agreement (several related loan agreements), can comprise 25 and more percent of the book value of the Company’s assets, determined from the data of its accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined from the data of its accounting (financial) statements as of the last reporting date.

Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to sign the additional agreements to the loan agreement (several related loan agreements) which change the loan terms including but not limited to the change of the interest rates, the loan amount and the period of the loan provision 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 audited IFRS results for 2016, Magnit had revenues of RUB 1,075 billion and an EBITDA of RUB 108 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.