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Share Name | Share Symbol | Market | Type |
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Magnit PJSC (CE) | USOTC:MGJCL | OTCMarkets | Common Stock |
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Press-release Krasnodar October 8, 2014 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, October 8, 2014: OJSC "Magnit", Russia's largest food retailer (the "Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on October 7, 2014. Please be informed that on October 7, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC "Magnit" are w/o No. of October 8, 2014). The meeting agenda: 1. Determination of OJSC "Magnit" business priorities. 2. Approval of the related party transaction. 3. Determination of the amount of remuneration for the auditor's services. 4. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company. 5. Determination of the position of the OJSC "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: A. Arutyunyan, K. Pombukhchan. S. Galitskiy, A. Shkhachemukov, A. Zayonts, A. Makhnev and A. Pshenichniy and provided their written opinions on the items of the agenda of the BOD meeting of OJSC "Magnit". The number of the BOD members participated in the meeting, including written opinions of S. Galitskiy, A. Shkhachemukov, A. Zayonts, A. Makhnev and A. Pshenichniy and 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 decisionsand voting results: Item 1 on the agenda: "To determine OJSC "Magnit" business priorities by means of ratification of the Plans of financial and economic activity of the Company for the fourth quarter of 2014." Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made. Item 2 on the agenda: "To approve the loan agreement (several associated loan agreements) which the Company plans to execute in future with LLC "Selta" (Taxpayer Identification Number 2310053662, location: 15/5 Solnechnaya street, Krasnodar, Krasnodar krai, Russia) and which is the related party transaction with the following essentials: * parties of the transaction (transactions): the lender - OJSC "Magnit", the borrower - LLC "Selta"; * subject of the transaction (transactions): loan of funds; * maximum price (amount) of the transaction (transactions): 885,000,000 (Eight hundred and eighty five million) rubles; * loan interest rate: not more than 11.45% (Eleven point four five percent) per annum; * 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 of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period." Votes were cast as follows: A. Arutyunyan - "did not participate in voting", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made. Item 3 on the agenda: "To determine remuneration for the services of the auditor in accordance with IFRS - Ernst & Young LLC for the audit of the consolidated financial statements (including the consolidated financial statements, prepared in accordance with the Federal law as of 27.07.2010 N 208-FZ "On consolidated financial statements") for 2014 in the amount equivalent to 1,742,902 (One million seven hundred and forty two thousand nine hundred and two) US dollars (including VAT) at the exchange rate of the Central bank of the Russian Federation as of the date of payment." Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made. Item 4 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is the shareholder of JSC "Tander", to make the following decision at the exercise of the voting right on shares of JSC "Tander" owned by the Company: "According to the clause 14.2 of the Charter of JSC "Tander" to approve several associated transactions, which the Company executed and (or) 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 IFRS consolidated report of the Group, prepared in compliance with the International Financial Reporting Standards with the following essentials: * parties of the transaction (transactions): the lender - OJSC "Magnit", the borrower - JSC "Tander" ; * subject of the transaction (transactions): loan of funds; * maximum price (amount) of the transaction (transactions): up to 35,000,000,000 (Thirty five billion) rubles; * loan interest rate: not more than 12% (Twelve percent) per annum; * 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)." Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made. Item 5.1 on the agenda: "To approve the future execution of the major transaction - bank guarantee agreement (hereinafter - the Agreement) between LLC "Retail Import" and Joint-stock commercial bank "Bank of Moscow" (open joint-stock company) (hereinafter - OJSC "Bank of Moscow") with the following essentials: 1. The Agreement shall reflect intentions of OJSC "Bank of Moscow" (hereinafter - the Guarantor) and LLC "Retail Import" (hereinafter - the Principal) to execute agreements on provision of irrevocable unconditional bank guarantees by the Guarantor within the period of the Guarantees issue for the benefit of customs authorities of the Russian Federation (hereinafter - Beneficiary) for the purposes of securing the Principal's proper fulfillment of obligation on the use of excise stamps in accordance with their designated purpose, and regulate the approval procedure of terms, execution and fulfillment of these agreements, as well as the procedure of the Guarantees issue. 2. The maximum amount of the concurrent Guarantees issued under the Agreement shall not exceed 700,000,000 (Seven hundred million) Russian rubles. 3. The period of Guarantees issue shall not exceed 12 (Twelve) months from the date of execution of the Agreement. 4. The validity period of each Guarantee shall be determined by the Principal in the corresponding application but shall not exceed 12 (Twelve) months from the date of the Guarantee issue. 5. The Principal shall pay the following fees to the Guarantor: * fee for the issue of each Guarantee under the Agreement, consisting of the fixed part amounting to not more than 20,000 (Twenty thousand) rubles and the unfixed part amounting to not more than 1.65% (One point six five) per annum of the amount of the corresponding Guarantee for the period from the date of the Guarantee issue to the date of expiry of the validity period of the corresponding Guarantee, or to the latest calendar date of the quarter in which the Guarantee actually ceased to be effective; * other fees, commissions and payments, related to the fulfillment of the Agreement by the Guarantor, in accordance with the effective rates of the Guarantor. 6. For the non-fulfillment and/or improper fulfillment of obligations by the Principal under the Agreement, the Guarantor shall be entitled: * to charge the Principal the fee in the form of penalty in the amount not to exceed 1.0% of the Guarantees amount outstanding on the date of the corresponding breach, per each breach, in case of the Principal's non-observance of the terms related to securing of the positive value of sector III of the Principal's balance sheet as of the latest reporting date within the Guarantees validity period, with informing the Guarantor by way of the further notification of the Guarantor of credits and loans obtaining, own promissory notes issue, pledge of the Principal's property as collateral, guarantees provision, obtaining of new bank guarantees, loans provision, acquisition of promissory notes of the third parties, if the amount of the transaction exceeds 5% of the balance sheet assets value of the Principal as of the latest reporting date provided that the share of the Guarantor in the total credit portfolio of the Principal (received credits, loans, issued promissory notes) amounts to or exceeds 40%; * in case of non-observance by the Principal of the written claim of the Guarantor for provision the Guarantor with the right for debiting the Principal's accounts in banks other than OJSC "Bank of Moscow" without an additional order, to charge the Principal the fee in the form of penalty in the amount not to exceed 0.01% of the Guarantees amount outstanding on the date of forwarding the claim for provision the Guarantor with the right for debiting the account without an additional order; * if the Principal does not provide the quarterly receipt of funds into the Principal's account, opened by the Guarantor, within the Guarantee validity period in the amount not less than 50% of the maximum amount of the Guarantees issued under the Agreement for the accounting period, to charge the Principal the fee in the form of penalty in the amount not to exceed 0.5% of the difference between the determined amount of funds received into the account and the actual amount of funds received into the account for the accounting period (per each breach); * for non-fulfillment and/or improper fulfillment by the Principal of the obligation on payment of the fee to the Guarantor for the Guarantee provision and/or the reimbursement to the Guarantor of amounts, paid by the Guarantor at the request of the Beneficiary in accordance with the latest claim, as well as on the payment/reimbursement of other amounts due to the Guarantor in accordance with the terms of the Agreement, within the established time limit, to charge the Principal the fee in the form of penalty in the amount not to exceed 0.08 % of the amount of overdue indebtedness per each overdue day, for the period from the date of incurrence of the overdue indebtedness to the date of redemption of this indebtedness in full (inclusive); * if the Guarantor's claim to grant the additional security (filed by the Guarantor in case of the Principal's non-observance of the terms related to securing of the positive value of sector III of the Principal's balance sheet as of the latest reporting date within the Guarantees validity period, with informing the Guarantor by way of the further notification of credits and loans obtaining, own promissory notes issue, pledge of the Principal's property as collateral, guarantees provision, obtaining of new bank guarantees, loans provision, acquisition of promissory notes of the third parties, if the amount of the transaction exceeds 5% of the balance sheet assets value of the Principal as of the latest reporting date provided that the share of the Guarantor in the total credit portfolio of the Principal (received credits, loans, issued promissory notes) amounts to or exceeds 40%), meeting the claims of the Guarantor, is not fulfilled by the Principal within the established time limit, to charge the Principal the fee in the form of penalty in the amount not to exceed 1.0% per annum of the Guarantee amount outstanding on the date of non-fulfillment/improper fulfillment by the Principal of the Guarantor's claim to provide the additional security for each day from the date following the date, established for the granting of the additional security to the effective date of the granting of the additional security (per each breach); * if the Guarantor's claim to grant the additional security, (filed in case of the Principal's failure to meet the claim of the Guarantor to entitle the latter to debit the Principal's accounts in the banks other than OJSC "Bank of Moscow" without an additional order) is not fulfilled by the Principal within the established time limit, to charge the Principal the fee in the form of penalty in the amount not to exceed 1.0% per annum of the guarantee amount outstanding on the date of non-fulfillment/improper fulfillment by the Principal of the Guarantor's claim to provide the additional security for each day from the date following the date, established for the granting of the additional security to the effective date of the granting of the additional security (per each breach); * for non-fulfillment/improper fulfillment by the Principal of the obligations, related to the delivery of the documents and information to the Guarantor, to charge the Principal the fee in the form of penalty in the amount not to exceed 10,000 rubles per each day from the date following the date of the deadline to fulfill obligations to the effective date of the proper performance of obligations (per each breach, if the obligation is to deliver documents - per each undelivered document); * for non-fulfillment/improper fulfillment by the Principal of the obligations, related to the granting of the new valid licenses, permissions, certificates, related to the operations of the Principal, to charge the Principal the fee in the form of penalty in the amount not to exceed 0.01% of the Guarantees amount outstanding on the date of non-fulfillment/improper fulfillment of the obligations hereof, per each day from the date following the date of maturity of the obligation to the effective date of the proper performance of the obligation. 7. The Agreement shall become effective from the date on which it is signed and shall remain in force until the Parties fully fulfill all their obligations under the Agreement." Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made. Item 5.2 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is the shareholder of LLC "Retail Import", to make the following decision at the exercise of the voting right on shares in the charter capital of LLC "Retail Import" owned by the Company: "To approve the Agreement on fulfillment of obligations (hereinafter - the Agreement) which LLC "Retail Import" (hereinafter - the Party-1) plans to execute in the future with Open joint-stock company "Rosspirtprom" (Taxpayer Id. Number 7730605160; Location: bld. 21, 34 Kutuzovsky prospect, Moscow, 121170 (hereinafter - the Party-2) and which is a major transaction on the following terms: 1. The Party-2 and the Central Excise Customs (hereinafter - the Creditor) intend to conclude the following two Guarantee agreements with customs authorities of the Russian Federation (hereinafter - the Creditor) upon fulfillment by the Party-1 of the Agreement terms: 2. 1. The Guarantee Agreement 1 for a period of 2 (two) years according to which the Party-2 shall be liable to the Creditor for fulfillment of obligations of the Party-1 on the use of the acquirable excise stamps for the purpose intended which includes: * execution of the Rules on marking of alcoholic products with excise stamps approved by the Resolution of the Government of the Russian Federation as of December 31, 2005 №866 "On marking of alcoholic products with excise stamps"; * fulfillment of obligations of the Party-1 on the provision of the report on the use of the previously issued stamps within the specified period. The amount of guarantees under the Guarantee agreement 1 shall not exceed 1,000,000,000 (One billion) rubles. * 1. The Guarantee Agreement 2 for a period of 2 (two) years in accordance to which the Party-2 shall be liable to the Creditor for fulfillment of obligations of the Party-1 to the Creditor which may occur in the future on customs clearance charge, payment of taxes and fees in accordance with article 79, article 80 clause 1, article 91 clause 4, article 227 of the Customs Code of the Customs Union, article 151, article 154 clause 1 of the Federal law as of November 27, 2010 №311-FZ "On customs regulation in the Russian Federation" in the amount not exceeding 1,000,000,000 (One billion) rubles. * In case if the Party-2 fulfills the obligations of the Party-1 under the Guarantee agreement 1 and/ or the Guarantee agreement 2, the Party-2 shall obtain the Creditor's rights under this obligation to the extent to which the Party-2 as the Guarantor of the Party-1 will meet the requirements of the Creditor. * The Party-1 shall accrue and pay remuneration to the Party-2 for provision of the guarantee services to the Creditor for the Party-1 in the following form and amount: * 1. Non-recurring remuneration for provision of services within the first 90 calendar days after the Guarantee agreement 1 has been signed by the Creditor and the Party-2, regardless of the use of the Total limit (maximum amount of the possible guarantees under obligations, specified in the Guarantee agreement 1 and determined in the amount of not more than 1,000,000,000 (One billion) rubles), in the amount of not more than 4.5% per annum (and VAT) of the Total limit. 2. Monthly remuneration at the rate of: + not more than 4.5% per annum (and VAT) of the amount of guarantees on obligations used by the Party-1 in a certain period of the Guarantee agreement 1 duration (hereinafter - the Actual limit amount) for each day of use of the Actual limit amount in the accounting period (month) excluding the first 90 calendar days after the Guarantee agreement 1 has been signed by the Creditor and the Party-2; + not more than 4.5% per annum (and VAT) for the previous month of the Total limit 2 (maximum amount of the possible guarantees under obligations, specified in the Guarantee agreement 2 and determined in the amount of not more than 1,000,000,000 (One billion) rubles). 4. Under the Agreement the Party-1 and the insurance company shall conclude an agreement of the excise stamps insurance as cargo against loss, shortage or damage as well as other risks indicated in the insurance company's rules on cargo insurance. The amount of insurance under the insurance agreements at the time of their conclusion shall not be less than the Actual limit amount. 5. Maximum liability of the Party-1 to the Party-2 under the Agreement in case of non-fulfillment and/or improper fulfillment by the Party-1 of its obligations under the Agreement shall not exceed in total 0.5% (zero point five percent) of the total debt of the Party-1 under the Agreement. 6. The term of validity of the Agreement: not more than 5 (Five) years. The term of validity of the Agreement shall be automatically extended for the following calendar year if otherwise stated by neither parties in the written notice 30 (Thirty) days prior the expiry date of the Agreement". Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made. For further information, please contact: Timothy Post Director, Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 Dina Svishcheva Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562 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 June 30, 2014, Magnit operated 24 distribution centers and over 8,600 stores (7,614 convenience, 226 hypermarkets, and 778 drogeries) in approximately 2,000 cities and towns throughout 7 federal regions of the Russian Federation. In accordance with the reviewed IFRS consolidated financial statements for 1H 2014, Magnit had revenues of $9,979 million USD and an EBITDA of $1,045 million USD. Magnit's local shares are traded on the Moscow Stock Exchange (MICEX: 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.
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