EGM Results

PJSC MAGNIT - EGM Results

PR Newswire

London, December 9

Press-release

Krasnodar

December 9, 2016

Magnit Announces EGM Results

Krasnodar, Russia (December 9, 2016): Magnit PJSC, one of Russia’s leading retailers (the “Company”; MOEX and LSE: MGNT), announces the results of the Extraordinary General Shareholders Meeting and the dividend payment.

Type of the general meeting (annual (ordinary), extraordinary) – extraordinary general shareholders meeting;

Form of the general meeting – meeting (joint presence).

Date, venue and time of the general meeting:

Date of EGM: December 8, 2016.

Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russian Federation.

Starting time of the meeting: 11:00 am Moscow time.

Closing time of the meeting: 11:35 am Moscow time.

Quorum of EGM:

Number of votes on the Company’s voting shares on each agenda item of the EGM, determined in accordance with the provisions of the clause 4.20 of the Regulations on the additional requirements to the procedure of preparation, calling and holding of the general shareholders meeting, approved by the order of the Federal Financial Markets Service of Russia as of February 2, 2012, No. 12-6/pz-n:

on the agenda item No.1 “Payment of dividends on PJSC “Magnit” shares following the results of the nine months of the 2016 reporting year” – 94,561,345 votes;

on the agenda item No.2 “Early termination of the authorities of the members of the PJSC “Magnit” Revision commission” – 94,561,345 votes;

on the agenda item No.3 “Election of the members of the PJSC “Magnit” Revision commission” – 60,349,528 votes;

on the agenda item No.4.1 “Approval of the major related party transactions” – 93,935,460 votes;

on the agenda item No.4.2 “Approval of the major related party transactions” – 93,935,460 votes.

Number of votes of shareholders who participated in the general meeting:

on the agenda item No.1 “Payment of dividends on PJSC “Magnit” shares following the results of the nine months of the 2016 reporting year” – 72,532,916 votes;

on the agenda item No.2 “Early termination of the authorities of the members of the PJSC “Magnit” Revision commission” – 72,532,916 votes;

on the agenda item No.3 “Election of the members of the PJSC “Magnit” Revision commission” – 38,321,301 votes.

Number of votes of shareholders who participated in the general meeting and are not interested in execution of transactions by the company:

on the agenda item No.4.1 “Approval of the major related party transactions” – 71,936,331 votes;

on the agenda item No.4.2 “Approval of the major related party transactions” – 71,936,331 votes.

Quorum is present to adopt the decisions on all the agenda items of the extraordinary General shareholders meeting of PJSC “Magnit”.

Agenda:

1. Payment of dividends on PJSC “Magnit” shares following the results of the nine months of the 2016 reporting year.

2. Early termination of the authorities of the members of the PJSC “Magnit” Revision commission.

3. Election of the members of the PJSC “Magnit” Revision commission.

4. Approval of the major related party transactions.

Voting results:

On the 1st agenda item “Payment of dividends on PJSC “Magnit” shares following the results of the nine months of the 2016 reporting year”:

«for» - 72,530,866 votes, which amounts to 99.9972% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«abstained» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.

Adopted decision:

“To pay dividends on PJSC “Magnit” ordinary registered shares following the results of the nine months of the 2016 reporting year in the amount of 11,926,078,092.60 rubles (Eleven billion nine hundred and twenty six million seventy eight thousand ninety two rubles sixty kopecks), which amounts to 126.12 rubles (one hundred and twenty six rubles twelve kopecks) per share.

To appoint the following dividend record date: December 23, 2016.

The payment of dividends shall be effected in monetary funds in accordance with the procedure and within the time limit established by the legislation of the Russian Federation”.

On the agenda item 2 “Early termination of the authorities of the members of the PJSC “Magnit” Revision commission”:

«for» - 72,272,927 votes, which amounts to 99.6416% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«abstained» - 257,939 votes, which amounts to 0.3556% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.

Adopted decision:

“To early terminate the authorities of the members of the PJSC “Magnit” Revision commission elected by the annual general shareholders meeting on June 2, 2016 (minutes w/o No. as of June 3, 2016)”.

On the agenda item 3 “Election of the members of the PJSC “Magnit” Revision commission”:

on Roman Efimenko as a candidate:

«for» - 37,600,800 votes, which amounts to 98.1198% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«against» - 445,952 votes, which amounts to 1.1637% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«abstained» - 272,499 votes, which amounts to 0.7111% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.

on Anzhela Udovichenko as a candidate:

«for» - 37,600,800 votes, which amounts to 98.1198% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«against» - 445,952 votes, which amounts to 1.1637% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«abstained» - 272,499 votes, which amounts to 0.7111% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.

on Lyubov Shaguch as a candidate:

«for» - 37,600,800 votes, which amounts to 98.1198% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«against» - 445,952 votes, which amounts to 1.1637% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;

«abstained» - 272,499 votes, which amounts to 0.7111% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.

Adopted decision:

“To elect the following three candidates to the Revision commission of PJSC “Magnit”:

Roman Efimenko;

Anzhela Udovichenko;

Lyubov Shaguch”.

On the agenda item 4.1 “Approval of the major related party transactions”:

«for» - 71,921,242 votes, which amounts to 76.5645% of the total votes of the shareholders not interested in the transaction executed by the Company;

«against» - 10,558 votes, which amounts to 0.0112% of the total votes of the shareholders not interested in the transaction executed by the Company;

«abstained» - 2,481 votes, which amounts to 0.0026% of the total votes of the shareholders not interested in the transaction executed by the Company.

Adopted decision:

“To approve the loan agreement (several related loan agreements), which the Company plans to execute in future with Joint Stock Company “Tander” and which is a major related party transaction 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 funds;

3. Maximum price (amount) of the transaction (transactions): not more than 58,000,000,000 (Fifty eight billion) rubles;

4. Loan interest rate (per annum): not more than 125 (One hundred and twenty five) 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 (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 amount to 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) changing the loan terms, including but not limited to the change of the interest rates, loan amount and period of the loan provision within the limits hereof”.

On the agenda item 4.2 “Approval of the major related party transactions”:

«for» - 71,829,083 votes, which amounts to 76.4664% of the total votes of the shareholders not interested in the transaction executed by the Company;

«against» - 103,033 votes, which amounts to 0.1097% of the total votes of the shareholders not interested in the transaction executed by the Company;

«abstained» - 2,165 votes, which amounts to 0.0023% of the total votes of the shareholders not interested in the transaction executed by the Company.

Adopted decision:

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

1. Under the Agreements the Creditor and the Borrower shall conclude separate credit transactions (hereinafter – the Credit transactions) by signing confirmations containing essential terms and conditions of the Credit transaction;

2. The total credit limit under the Agreements shall not exceed 30,000,000,000 (Thirty billion) rubles;

3. The validity period of the credit limit 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 repayment of the credit amounts, interest and other payments shall be determined by the Agreements;

7. The maximum price (amount) of the guarantee agreement: the total amount of obligations of the Guarantor shall not exceed 57,000,000,000 (Fifty seven one 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 amount to 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 amendments to the guarantee agreement (several related guarantee agreements) related to changes of the Agreements terms and conditions, including but not limited to change of the interest rates, credit amount and period of the credit provision within the limits hereof”.

The minutes w/o No. are executed as of December 9, 2016.

Identification characteristics of securities the holders of which are entitled to participate in the general shareholders meeting of the issuer: ordinary registered uncertified shares, state registration number

1-01-60525-P of 04.03.2004, International Securities Identification Number (ISIN) RU000A0JKQU8.

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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 September 30, 2016, Magnit operated 33 distribution centers and 13,364 stores (10,138 convenience, 407 hypermarkets and 2,819 drogerie stores) in 2,436 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the reviewed IFRS consolidated financial statements 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 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.