Krasnodar, Russia, 2014-2-4 — /EPR Retail News/ — OJSC “Magnit”, Russia’s largest retailer (the “Company”, “Issuer”; MICEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on February 4, 2014.
Please be informed that on February 4, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC “Magnit” are w/o No. of February 4, 2014).
The meeting agenda:
1. Consideration of proposals for the nomination of candidates to stand for election to the board of directors, the revision commission and the counting commission of OJSC “Magnit” at the annual general shareholders meeting of OJSC “Magnit”.
2. Consideration of proposals for the nomination of candidates to stand for election as the auditor of OJSC “Magnit” at the annual general shareholders meeting of OJSC “Magnit”.
3. Approval of the related party transactions.
4. Determination of OJSC “Magnit” business priorities.
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, S. Galitskiy, K. Pombukhchan and A. Shkhachemukov.
V. Butenko, A. Zayonts and A. Makhnev 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 V. Butenko, A. Zayonts and A. Makhnev 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 1.1 on the agenda:
“To include the following candidates on the list of candidates for voting at the election of the Board of directors of OJSC “Magnit” at the annual general shareholders meeting of OJSC “Magnit” convened following the close of the 2013 financial year:
| Names of candidates | Nationality | Date of birth | Passport details |
| Alexander Zayonts | Russian Federation | 10.01.1967 | Information is disclosed according to the Federal law “On Personal Data” |
| Alexey Makhnev | Russian Federation | 24.05.1976 | Information is disclosed according to the Federal law “On Personal Data” |
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 1.2 on the agenda:
“To include the following candidates on the list of candidates for voting at the election of the Board of directors of OJSC “Magnit” at the annual general shareholders meeting of OJSC “Magnit” convened following the close of the 2013 financial year:
| Names of candidates | Nationality | Date of birth | Passport details |
| Valeriy Butenko | Russian Federation | 25.11.1965 | Information is disclosed according to the Federal law “On Personal Data” |
| Aslan Shkhachemukov | Russian Federation | 22.08.1962 | Information is disclosed according to the Federal law “On Personal Data” |
| Khachatur Pombukhchan | Russian Federation | 16.03.1974 | Information is disclosed according to the Federal law “On Personal Data” |
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 1.3 on the agenda:
“To include the following candidates on the list of candidates for voting at the election of the Board of directors of OJSC “Magnit” at the annual general shareholders meeting of OJSC “Magnit” convened following the close of the 2013 financial year:
| Names of candidates | Nationality | Date of birth | Passport details |
| Andrey Arutyunyan | Russian Federation | 12.01.1969 | Information is disclosed according to the Federal law “On Personal Data” |
| Sergey Galitskiy | Russian Federation | 14.08.1967 | Information is disclosed according to the Federal law “On Personal Data” |
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 2.1 on the agenda:
“To include the following candidate on the list of candidates for voting at the election of the auditor of OJSC “Magnit” in accordance with the Russian accounting standards at the annual general shareholders meeting of OJSC “Magnit” convened following the close of the 2013 financial year:
Full company name of the candidate: “Faber Leks” Audit Limited Liability Company; State registration data: Principal State Registration Number of the issuer 1022301213197, Taxpayer Id. Number 2308052975;
Location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region;
Contact numbers: (861) 220-03-20, 226-41-41;
Information on membership in the self-regulatory organization of auditors: certificate as of 15.02.2010 of membership in the Non-commercial partnership “The Moscow Audit Chamber” (Order of the Ministry of Finance of the Russian Federation № 578 as of 26.11.2009 on entering data on the Non-commercial partnership “The Moscow Audit Chamber” into the state register of the self-regulatory organization of auditors), Principal Number of Registration Entry 10203002910.”
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 2.2 on the agenda:
“To include the following candidate on the list of candidates for voting at the election of the auditor of OJSC “Magnit” in accordance with IFRS at the annual general shareholders meeting of OJSC “Magnit” convened following the close of the 2013 financial year:
Full company name of the candidate: “Ernst & Young” Limited Liability Company; State registration data: Principal State Registration Number of the issuer 1027739707203, Taxpayer Id. Number 7709383532;
Location: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035;
Contact numbers: 7 495 755 9700, 7 495 755 9701;
Information on membership in the self-regulatory organization of auditors: certificate № 3028 of membership in the Self-regulatory organization of auditors Non-commercial partnership “Audit Chamber of Russia” (Order of the Ministry of Finance of the Russian Federation № 455 as of 01.10.2009 on entering data on the Non-commercial partnership “Audit Chamber of Russia” into the state register of the self-regulatory organization of auditors), Principal Number of Registration Entry 10201017420.”
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 3 on the agenda:
“To approve the guarantee agreements which the Company (hereinafter – Guarantee) plans to execute in future as security for obligation of Joint-stock company “Tander” (beneficiary) (hereinafter – Borrower) to Joint-stock commercial bank “ROSBANK” (open joint-stock company) (hereinafter – Lender) under the additional agreements to the Bank account agreement №0249018/RUB as of 25.10.2007 (hereinafter – Agreement) which are the related party transactions with the following essentials: Maximum credit amount (credit limit): 175,000,000 (one hundred and seventy-five million) rubles. Deadline of indebtedness continuity (payment period of each overdraft credit): 30 (thirty) calendar days.
Term of validity of the Agreement: not more than 1 (one) year.
Credit interest rate in ruble terms: the Borrower pays interest to the Bank in the amount of MosPrime OverNight rate increased by the Bank Margin (1.8% (one point eight) percent per annum). Interest rate (including the Bank margin) cannot exceed 12 (twelve) percent per annum (“Maximum interest rate”). Credit terms, procedure of credit providing and redemption of credit amounts, interest and other payments are determined by the corresponding Agreement. Limit price (amount) of the guarantee agreement: total amount of the Guarantee obligations under the Agreement cannot exceed 371,000,000 (three hundred seventy-one million) rubles. In case of non-fulfillment of Requirements by the Guarantee, the Guarantee shall pay a penalty to the Lender within 5 (five) bank days in the amount of 3% (three percent) of the amount of the corresponding Requirement. The price of the property to the possible disposal of which the transaction is related shall not exceed 2% of the balance sheet assets value of the company determined on the basis of the accounting statement for the last reporting date.”
Votes were cast as follows:
A. Arutyunyan – “did not participate in voting”, V. Butenko – “for”, S. Galitskiy – “did not participate in voting”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 4 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 year 2014 (annex №1 to the minutes of the BOD meeting),
– the first quarter of 2014 (annex №2 to the minutes of the BOD meeting).”
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
Item 5 on the agenda:
“To revoke the decision of the Board of directors of OJSC “Magnit” made on December 26, 2013 on the item 2 on the agenda: “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” (minutes w/o No. of December 26, 2013) and to recommend the sole executive body of OJSC “Magnit”, which is the sole shareholder of Retail Import LLC, to make the following decision at the realization of the voting right on the Retail Import LLC shares in the charter capital owned by the Company:
“1. To terminate in advance the authorities of Dmitriy Komissarov, CEO of Retail Import LLC, to consider February 5, 2014 as the date of termination of his authorities.
2. To elect Vladimir Antonov as the CEO of Retail Import LLC for the term of 5 (five) years (information shall be disclosed in accordance with the Federal Law “On personal data”), to consider February 6, 2014 as the date of assumption of the office.
3. To execute the Employment agreement with Vladimir Antonov, to authorize Sergey Galitskiy, the representative of OJSC “Magnit”, which is the sole shareholder of Retail Import LLC, to sign the Employment agreement with the sole executive body (CEO) of Retail Import LLC on behalf of Retail Import LLC.
4. To authorize the CEO of Retail Import LLC to execute necessary operations related to the state registration of amendments to the Unified State Register of Legal Entities
Votes were cast as follows:
A. Arutyunyan – “for”, V. Butenko – “for”, S. Galitskiy – “for”, A. Zayonts – “for”, A. Makhnev – “for”, K. Pombukhchan – “for”, A. Shkhachemukov – “for”.
The decision was made.
For further information, please contact:
Timothy Post
Director, Investor Relations
Email: post@gw.tander.ru
Office: +7-861-277-4554 x7600
Mobile: +7-961-511-7678
Direct Line: +7-861-277-4562
Dina Svishcheva
Deputy Director, Investor Relations
Email: Chistyak@gw.tander.ru
Office: +7-861-277-4554 x5101
Mobile: +7-961-511-0202
Direct Line: +7-861-277-4562
Company description:
Magnit is Russia’s largest retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of December 31, 2013, Magnit operated 22 distribution centers and over 8,000 stores (7,200 convenience, 207 hypermarkets, and 686 cosmetics) in more than 1,868 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the unaudited IFRS management accounts for 2013, Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 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 now Europe’s 2nd largest retailer.