MGNT.L Regulatory News (MGNT)

PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, May 31

Press-release

Krasnodar

May 31, 2016

PJSC “Magnit” Announces the Results of the BOD Meeting

Krasnodar, May 31, 2016: 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 May 27, 2016.

Please be informed that on May 27, 2016 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of May 30, 2016).

The meeting agenda:

Ratification of the Regulations on the PJSC “Magnit” corporate governance department.

Approval of the nominee for the position of the Director for corporate governance of PJSC “Magnit”.

Ratification of the Regulations on the dividend policy of PJSC “Magnit”.

Ratification of the Regulations on the committees of PJSC "Magnit" Board of Directors.

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.

The following BOD members were present: A. Arutyunyan, K. Pombukhchan.

A. Aleksandrov, A. Zayonts, A. Pshenichniy, S. Galitskiy, A. Shkhachemukov 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 ofA. Aleksandrov, A. Zayonts, A. Pshenichniy, S. Galitskiy, A. Shkhachemukov 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 - 5:

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

The decisions were made.

Content of the decisions and voting results:

Item 1 on the agenda:

“To ratify the Regulations on the PJSC “Magnit” corporate governance department”.

Item 2 on the agenda:

“To approve Ekaterina Kister (passport: Information is not disclosed according to the Federal law “On Personal Data”) for the position of the Director for corporate governance of PJSC “Magnit”.

Item 3 on the agenda:

“To ratify the Regulations on the dividend policy of PJSC “Magnit”.

Item 4 on the agenda:

“To ratify the Regulations on the committees of PJSC "Magnit" Board of Directors”.

Item 5.1 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:

“1. To approve the annual report, the annual accounting reports of JSC “Tander” for 2015 and the following allocation of JSC “Tander” profit following the 2015 reporting year results:

1.1. To pay dividends on ordinary registered shares of JSC “Tander” in the amount of 20,000,000,000 (Twenty billion) rubles, which amounts to 2 (two) rubles per one ordinary share.

Payment of dividends shall be executed as follows:

a. to pay dividends in monetary funds;

b. to pay dividends in accordance with the procedure and within the time limit established by the legislation of the Russian Federation;

c. To appoint the following dividend record date: June 17, 2016.

1.2. Not to pay remuneration to the members of the Revision Commission of JSC “Tander”.

1.3. To leave the remaining part of the net profit unallocated.

2. To elect the following candidates to the Revision commission of JSC “Tander”:

Roman Efimenko;

Anzhela Udovichenko;

Denis Fedotov.

3. To approve the Limited Liability Company Audit firm “Faber Leks” (Taxpayer Id. Number 2308052975, location: 144/2 Krasnykn Partizan street, Krasnodar, 350049, Krasnodar region) as the auditor of JSC “Tander” in accordance with the Russian accounting standards.

4. To determine remuneration for the services of the auditor in accordance with the Russian Accounting Standards for the conduction of the audit of the JSC “Tander” accounting (financial) reports for the year 2016 in the amount of not more than 5,700,000 (five million seven hundred thousand) rubles excl. VAT”.

Item 5.2 on the agenda:

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

“To approve the loan agreement (several related loan agreements) which JSC “Tander” plans to execute in future with Public Joint Stock Company “Magnit” and which is a major 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): up to 54,000,000,000 (Fifty four 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 JSC “Tander” property, which can be directly or indirectly disposed under the loan agreement (several related loan agreements), can amount to 25 or more percent of the book value of JSC “Tander” assets, determined by the accounting (financial) statements as of the last reporting date, but not more than 50 percent of the book value of JSC “Tander” assets, determined by the accounting (financial) statements as of the last reporting date.

Hereby to provide the Chief Executive Officer of JSC “Tander” with the right to sign the additional agreements to the loan agreement (several related loan agreements), which change the terms and conditions of the loan, including but not limited to the change of the interest rates, the loan amount and the term of the loan provision within the limits hereof”.

Item 5.3 on the agenda:

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

“Under the clause 14.2 of the Charter of JSC “Tander” to approve the conclusion of the additional agreement to the previously concluded General agreement No. 4210/2-2015 on the procedure of the credit transactions conclusion as of 25.08.2015 (hereinafter – the Agreement) by JSC “Tander” (hereinafter – the Borrower) with Joint Stock Company “Russian Agricultural Bank” (hereinafter – the Creditor), which the Borrower plans to execute in future, related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more per cent of the balance sheet value of assets of the company, its subsidiaries, the principal company (in relation to which the company is a subsidiary), as well as other subsidiaries of the principal company (the “Group”), determined on the basis of the latest available consolidated report of the Group, prepared in compliance with the International Financial Reporting Standards with the following essentials of the Agreement (as amended by the additional agreement):

1. the Creditor shall provide the Borrower with the monetary funds in the Russian rubles;

2. the total credit limit under the Agreement (the credits amount which may be granted under the Agreement) shall not exceed 33,000,000,000 (Thirty three billion) rubles;

3. the maximum term of the individual credit granted under the Agreement shall not exceed 60 (Sixty) calendar days;

4. the maximum interest rate for the use of the credits granted under the Agreement - not more than 30 (Thirty) percent per annum;

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

6. the Agreement shall remain valid for not more than 24 (Twenty four) months from the date of conclusion of the additional agreement to the Agreement.

Hereby to provide the Chief Executive Officer of JSC “Tander” 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 interest rates, the credit amount and the term of the credit provision within the limits hereof”.

For further information, please contact:

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 March 31, 2016, Magnit operated 34 distribution centers and about 12,434 stores (9,715 convenience, 382 hypermarkets, and 2,337 drogerie stores) in 2,385 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the audited IFRS results for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 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.