Press-release
Krasnodar
November 26, 2015
PJSC "Magnit" Announces the Results of the BOD Meeting
Krasnodar, November 26, 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 held on November 25, 2015.
Please be informed that on November 25, 2015 the BOD meeting was held (minutes
of the BOD meeting of PJSC "Magnit" are w/o No. of November 25, 2015).
The meeting agenda:
1. Approval of the related party transaction.
The following BOD members were present: A. Arutyunyan, K. Pombukhchan and
A. Shkhachemukov.
A. Aleksandrov, A. Zayonts, 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 of
A. Aleksandrov, A. Zayonts 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 approve the guarantee agreement (several associated guarantee agreements)
which the Company (hereinafter - the Guarantor) plans to execute in future as
the security for obligations of Limited Liability Company "Investstroy"
(Taxpayer Identification Number: 2310141799) (beneficiary) (hereinafter - the
Principal) to Commercial Bank "Kuban Credit" Limited Liability Company
(hereinafter - the Bank) under the bank guarantee agreements (hereinafter
jointly referred to as the Bank guarantee agreement), and which is the related
party transaction with the following essentials:
1. The Guarantor shall be liable to the Bank for the fulfillment of all
obligations by the Principal under the Bank guarantee agreement.
2. Essentials of the Bank guarantee agreement:
2.1. The Bank shall provide the irrevocable bank guarantee (hereinafter - the
"Guarantee") to secure the obligations of the Principal to the Krasnodar
Federal Tax Service Inspection No. 2 (Beneficiary) under the article 176.1. of
the Tax Code of the Russian Federation to return to the budget the excessive
value added tax amount received by the Principal (set off to the Principal) by
means of application, and the Principal shall reimburse by means of recourse
the amount paid to the Beneficiary by the Bank under the Guarantee and fulfill
other obligations under the Bank guarantee agreement;
2.2. The Guarantee amount shall not exceed 500,000,000 (Five hundred million)
rubles;
2.3. The Principal shall pay to the Bank:
- the fee for the processing of an application for the Guarantee in the amount
of not more than 5,000 (Five thousand) rubles (including VAT),
- the Guarantee fee in the amount of not more than 3.5 (Three point five)
percent of the Guarantee amount;
2.4. The period of validity of the Guarantee - not more than 365 (Three hundred
and sixty five) days;
2.5. The Principal shall pay interest at the rate of not more than 25 (Twenty
five) percent per annum of the amount of money paid by the Bank since the
payment of the amount of money by the Bank under the Guarantee until the
reimbursement of the monetary funds by the Principal.
3. The Guarantor shall be liable to the Bank to the same extent as the
Principal for the full duly reimbursement by means of recourse of all the
amounts paid by the Bank to the Beneficiary under the Guarantee, payment to the
Bank of the guarantee fee and other payments, payment of penalties to the Bank
under the Bank guarantee agreement, reimbursement of the expenses the Bank
suffered while performing the obligations under the Guarantee, reimbursement of
the legal fees on the debt collection and other losses caused by
non-fulfillment or improper fulfillment of the obligations by the Principal.
4. Other terms and conditions, including the liability of the Guarantor for the
non-fulfillment, improper fulfillment of obligations and the period of validity
of the guarantee, shall be determined by the guarantee agreement.
The price (money value) of the Company's property, which can be directly or
indirectly disposed by the Company under the guarantee agreement (several
associated guarantee agreements), amounts to less than 2% of the book value of
the Company's assets, determined by 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 changes to the terms and conditions of
the guarantee agreement (several associated guarantee agreements) due to the
change of the terms and conditions of the Bank guarantee agreements, including
but not limited to the Guarantee fee, the Guarantee amount and the term of the
Guarantee provision within the limits hereof".
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.
For further information, please contact:
Timothy Post Head of Investor Relations
Email: post@magnit.ru
Office: +7-861-277-4554 x 17600
Mobile: +7-961-511-7678
Direct Line: +7-861-277-4562
Investor Relations Office MagnitIR@magnit.ru
Direct Line: +7-861-277-4562
Website: ir.magnit.com/
Media Inquiries Media Relations Department
press@magnit.ru
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 September 30,
2015, Magnit operated 29 distribution centers and about 11,400 stores (9,246
convenience, 335 hypermarkets, and 1,807 drogerie stores) in 2,297 cities and
towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H
2015, Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 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.