Press-release
Krasnodar
October 30, 2015
PJSC “Magnit” Announces the Results of the BOD Meeting, Including the Decision to Call the EGM and Determination of the Record Date
Krasnodar, October 30, 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 October 29, 2015.
Please be informed that on October 29, 2015 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of October 30, 2015).
The meeting agenda:
Approval of recommendations to the General shareholders meeting of the Company on the dividend amount on PJSC “Magnit” shares following the results of the 9 months of 2015 reporting year, the procedure of its payment and the dividend record date.
Calling of the extraordinary general shareholders meeting (“the EGM”) of PJSC “Magnit”.
Approval of the form of holding of the EGM of PJSC “Magnit”.
Determination of the v acceptance and the postal address to send the filled voting ballots.
Determination of the PJSC “Magnit” EGM record date.
Approval of the agenda of the EGM of PJSC “Magnit”.
Determination of the procedure of notification of shareholders of the holding of the EGM of PJSC “Magnit”.
Determination of the list of information (materials) provided to shareholders to prepare to the holding of the EGM of PJSC “Magnit”, and the procedure of its provision.
Determination of the form and the text of the voting ballots on the items to be considered at the EGM of PJSC “Magnit”.
Determination of the recommended price for major related party transactions to be approved by the EGM of PJSC “Magnit”.
Determination of the recommended price for related party transaction to be approved by the EGM of PJSC “Magnit”.
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, S. Galitskiy and A. Shkhachemukov.
A. Aleksandrov, A. Zayonts, K. Pombukhchan 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, K. Pombukhchan 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.
Voting Results:
Items 1 – 9, 12.1 – 12.5:
A. Arutyunyan – “for”, S. Galitskiy – “for”, A. Zayonts - “for”, A. Aleksandrov - “for”, K. Pombukhchan - “for”, A. Shkhachemukov – “for”, A. Pshenichniy – “for”.
The decisions were made.
Items 10.1 – 11.2:
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 decisions were made.
Content of the decisions and voting results:
Item 1 on the agenda:
“To approve recommendations to the General shareholders meeting of the Company on the dividend amount on PJSC “Magnit” shares following the results of the 9 months of 2015 reporting year, the procedure of its payment and the dividend record date.
To determine the amount of dividend according to the recommendations of the PJSC “Magnit” BOD on the dividend amount on PJSC “Magnit” shares following the results of the 9 months of 2015 reporting year as follows:
- total amount of funds for the dividend payment – 16,999,294,788.35 rubles;
- amount of funds for the dividend payment per share – 179.77 rubles.
It was recommended to the EGM of PJSC “Magnit” to approve the following procedure of dividend payment:
- payment of dividends shall be executed in monetary funds;
- the following date shall be appointed as the dividend record date: January 8, 2016;
- payment of dividends shall be executed pursuant to the procedure and within the time limit established by the legislation of the Russian Federation”.
Item 2 on the agenda:
“To call the EGM of PJSC “Magnit”.
Item 3 on the agenda:
“To hold the EGM in the form of the absentee voting”.
Item 4 on the agenda:
“To determine:
- the last date the voting ballots shall be accepted: December 22, 2015;
- the postal address to send the filled voting ballots: 15/5 Solnechnaya street, Krasnodar, 350072, Russia”.
Item 5 on the agenda:
“To determine November 10, 2015 as the PJSC “Magnit” EGM record date. To authorize the PJSC “Magnit” registrar – JSC “Objedinennaya registratsionnaya kompaniya” – to make the list of shareholders entitled to participate in the EGM according to the register as of this date”.
Item 6 on the agenda:
“To ratify the following agenda of the EGM of PJSC “Magnit”:
1. “Payment of dividends on PJSC “Magnit” shares following the results of the 9 months of 2015 reporting year”.
2. “Approval of the major related party transactions”.
3. “Approval of the related party transactions”.
Item 7 on the agenda:
“To approve the text of the announcement of the EGM of PJSC “Magnit” and, according to the clause 13.10 of the PJSC “Magnit” Charter, to publish this announcement on the official website of the Company on the information and telecommunications network “Internet” in the Russian version - http://ir.magnit.com/tsentr-aktsionera/sobraniya-aktsionerov/, in the English version - http://ir.magnit.com/en/shareholder-center/agm-egm-voting/ by November 19, 2015 inclusive”.
Item 8 on the agenda:
“To approve the following list of information (materials) to be presented to the shareholders entitled to participate in the EGM of PJSC “Magnit” to prepare for the Company’s EGM:
- recommendations of the Company’s Board of Directors on the dividend amount on PJSC “Magnit” shares following the results of the 9 months of 2015 reporting year, the procedure of its payment, and the dividend record date;
- information on transactions to be approved by the EGM;
- draft decisions of the EGM on the agenda items.
To authorize the sole executive body to provide access to the above mentioned information materials starting from December 1, 2015 from 10:00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) in PJSC “Magnit” headquarters at the following address: 15/5 Solnechnaya street, Krasnodar, Russia, tel. (861) 210-98-10 x 14992”.
Item 9 on the agenda:
“To approve the form and the text of the voting ballot on the items to be considered at the EGM of PJSC “Magnit”.
Item 10.1 on the agenda:
“Due to the fact that the loan agreement (several related loan agreements), which the Company plans to execute in future with Joint Stock Company “Tander”, is the major related party transaction, the price of the property, to the possible disposal of which the granting of the loan is related, is to be determined by the Company’s Board of Directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 ? 208-FZ “On joint-stock companies” to decide that 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), shall be determined on the basis of the following terms and conditions of the loan agreement(s), which the Company plans to execute in future:
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 55,000,000,000 (Fifty five 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).
To decide that 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”.
Item 10.2 on the agenda:
“Due to the fact that the additional agreement, which the Company plans to execute in future, to the guarantee agreement of the legal entity No. 42-0-10/3-2015 of August 25, 2015 (hereinafter – the Guarantee agreement) executed by the Company (hereinafter – the Guarantor) as security for obligation of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Joint Stock Company “Russian Agricultural Bank” (hereinafter – the Creditor) under the General agreement on procedure of execution of the credit transactions No. 42-0-10/2-2015 of August 25, 2015 (hereinafter – the Agreement), is the major related party transaction, the price of the property, to the possible disposal of which the granting of the guarantee is related, is to be determined by the Company’s Board of Directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 No. 208-FZ “On joint-stock companies” to decide that the amount of obligation of the Company and, subsequently, the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the Guarantee agreement, shall be determined on the basis of the following terms and conditions of the Agreement, the Guarantee agreement (including the amendments introduced by the additional agreement):
1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Agreement on the following terms:
1.1. The Creditor shall provide the Borrower with the monetary funds in Russian rubles;
1.2. The total credit limit under the Agreement (the credit amount which may be granted under the Agreement) shall not exceed 25,000,000,000 (Twenty five billion) rubles;
1.3. The maximum term of the individual credit granted under the Agreement shall not exceed 60 (Sixty) calendar days;
1.4. The maximum interest rate for the use of the credits granted under the Agreement shall not exceed 30% (Thirty) percent per annum;
1.5. Conditions, procedure of granting and repayment of the credit amounts, interest and other payments are determined by the Agreement;
1.6. The Agreement is valid until July 1, 2016 inclusive. The term of the Guarantee agreement shall correspond with the term of the Agreement extended for 180 (One hundred and eighty) calendar days;
1.7. The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligations by the Borrower under the Agreement, including principal amount of debt, interest, penalties;
2. If for any reason the Agreement is declared invalid/ unconcluded, the Guarantor shall secure the fulfillment of obligations by the Borrower on repayment to the Creditor of the monetary funds received by the Borrower from the Creditor under the invalid/ unconcluded Agreement in the amount determined by the agreement between the Borrower and the Creditor, and without such agreement – by the legislation of the Russian Federation.
To decide that the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the Guarantee agreement, may amount to 25 or more percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
Item 10.3 on the agenda:
“Due to the fact that the guarantee agreement, which the Company plans to execute in future as security for obligations of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Joint Stock Company “ALFA-BANK” (hereinafter – the Creditor) under the credit agreement on the opening of the revolving credit line (hereinafter – the Credit Agreement), is a major related party transaction, the price of the property, to the possible disposal of which the granting of the guarantee is related, is to be determined by the Company’s Board of directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” to decide that the amount of obligations of the Company and, subsequently, the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, shall be determined on the basis of the following essentials of the guarantee agreement and the Credit Agreement, which the Company plans to execute in future:
1. The guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit Agreement, which the Borrower plans to execute in future on the following terms:
1.1. The Creditor shall provide the Borrower with monetary funds in Russian rubles (hereinafter – “the Credits”) in the form of the revolving credit line (hereinafter – “the Credit Line”);
1.2. Within the limits of the Credit Line the Borrower shall be entitled to receive Credits, on which the maximum amount of the aggregate debt on any day of the term of the Credit Line shall not exceed 17,000,000,000 (Seventeen billion) rubles;
1.3. The term of the Credit Line shall not exceed 63 (Sixty Three) months from the date of the Credit Agreement. The Borrower shall repay all received Credits by the maturity date of the Credit Line (inclusive).
1.4. The Credits within the term of the Credit Line shall be provided for not more than 36 (Thirty Six) months;
1.5. The interest rate: not more than 35 (Thirty Five) percent per annum;
1.6. In case of undue repayment of Credits, the Creditor is entitled to charge the Borrower a penalty in the amount of 0.1 (zero point one) percent of the amount of the outstanding liability per each overdue day, but not lower than the dual key interest rate of the Bank of Russia effective on the day for which the penalty is charged;
1.7. The terms and procedure of granting and repayment of the Credit amounts, other penalties for non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit Agreement shall be determined by the Credit Agreement;
1.8. The Credit Agreement shall be considered effective since the signing date and shall remain valid until the parties fully perform their obligations under the Credit Agreement;
1.9. The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit Agreement, including principal amount of debt, interest, penalties;
2. The guarantee agreement shall also secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit Agreement fixed by the valid judgment on repayment to the Creditor of the monetary funds received by the Borrower and on the payment of interest for the use of third-party monetary funds charged on the amount of unreasonable gain of the Borrower.
To decide that 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 by the data of its financial statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the data of its financial statements as of the last reporting date”.
Item 10.4 on the agenda:
“Due to the fact that the guarantee agreement, which the Company (hereinafter – the Guarantor) 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 General agreement on the opening of the revolving framework facility with tiered interest rates No. 29-15/1/691 of September 28, 2015 (hereinafter – the Agreement), is a major related party transaction, the price of the property, to the possible disposal of which the granting of the guarantee is related, is to be determined by the Company’s Board of directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 No. 208-FZ “On joint-stock companies” to decide that the amount of the Company’s obligation and, subsequently, the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, shall be determined on the basis of the following terms and conditions of the Agreement:
1. Under the Agreement the Creditor and the Borrower shall execute individual credit transactions (hereinafter – the Credit transactions) by signing the notes of confirmation containing material terms and conditions of the Credit transaction (hereinafter – the Notes of confirmation);
2. The total credit limit shall not exceed 20,000,000,000 (Twenty billion) rubles;
3. The credit term under any Credit transaction shall not exceed 1,095 (One thousand and ninety five) days;
4. The credits under the Credit transactions shall be fully repaid by September 27, 2019;
5. The interest rate for the credit use shall not exceed 23.5 (Twenty three point five) percent per annum. The Creditor is entitled to unilaterally increase/ decrease the interest rate under the Agreement and/ or under the Credit transaction executed under the Agreement;
6. The charges paid by the Borrower shall not exceed:
- 0.35% of the amount of the Credit transaction subject to the reservation payment made by the Borrower;
- 0.5% per annum of the prepaid credit amount subject to the payment made by the Borrower for the credit advanced repayment;
7. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Agreement;
8. Maximum price (amount) of the guarantee agreement: the total amount of the Guarantor’s obligations shall not exceed 35,000,000,000 (Thirty five billion) rubles.
To decide that the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, can amount to 25 or more percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
Item 11.1 on the agenda:
“Due to the fact that 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 ROSBANK (hereinafter – the Creditor) under the agreements of revolving and (or) non-revolving credit lines (hereinafter – the Credit agreements), is a related party transaction, the price of the property, to the possible disposal of which the granting of the guarantee is related, is to be determined by the Company’s Board of directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 ? 208-FZ “On joint-stock companies” to decide that the amount of obligation of the Company and, subsequently, 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), shall be determined on the basis of the following terms and conditions of the Credit agreements, which the Borrower plans to execute in future:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles, in US dollars, in Euros;
2. Total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 18,000,000,000 (Eighteen billion) rubles or shall be equivalent to this amount in US dollars or Euros at the exchange rate of the Bank of Russia as of the date of financing provision;
3. The credit shall be provided in the form of individual credits under the Credit agreements for the purpose of the working capital financing and/or financing of the current operations;
4. The term of the Credit agreements shall not exceed 12 (Twelve) months (inclusive) from the signing date of each Credit agreement;
5. Each individual credit shall be provided for the period not exceeding 12 (Twelve) months;
6. The interest rate for the credits use including charges shall not exceed 35 (Thirty five) percent per annum;
7. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
8. The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit Agreement, including principal amount of debt, interest, penalties.
To decide that 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), amounts to more than 2 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date, but not more than 25 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
Item 11.2 on the agenda:
“Due to the fact that the guarantee agreement (several related guarantee agreements), which the Company (hereinafter – the Guarantor) plans to execute in future as security for obligation of Joint Sstock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Public Joint Stock Company “Sberbank of Russia” (hereinafter – the Creditor) under the agreements on the opening of revolving and (or) non-revolving credit line and (or) under the General agreements on the opening of revolving and (or) non-revolving credit line with tiered interest rates (hereinafter – the Credit agreements), is a related party transaction, the price of the property, to the possible disposal of which the granting of the guarantee is related, is to be determined by the Company’s Board of directors.
According to articles 77 and 83 of the Federal law as of December 26, 1995 No. 208-FZ “On joint-stock companies” to decide that the amount of obligation of the Company and, subsequently, 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), shall be determined on the basis of the following terms and conditions of the Credit agreements, which the Borrower plans to execute in future:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles;
2. The total credit limit for all Credit agreements, which the Borrower plans to execute in future, shall not exceed 10,000,000,000 (Ten billion) rubles;
3. The term of the credit use under each Credit agreement shall not exceed 5 (Five) years;
4. The interest rate for the credit use including charges shall not exceed 25 (Twenty five) percent per annum;
5. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements;
6. Maximum price (amount) of the guarantee agreement (several related guarantee agreements): the total amount of obligations of the Guarantor shall not exceed 18,000,000,000 (Eighteen billion) rubles.
To decide that 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), amounts to more than 2 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date, but not more than 25 percent of the book value of the Company’s assets, determined by the financial statements as of the last reporting date”.
Item 12.1 on the agenda:
“To recommend the sole executive body of PJSC “Magnit”, which is the sole shareholder of JSC “Tander”, to make the following decision at the exercise of the voting right on JSC “Tander” shares owned by the Company:
“To approve the conclusion of the loan agreement (several related loan agreements) (hereinafter – the Transaction) by JSC “Tander” (hereinafter – the Borrower) with Public Joint Stock Company “Magnit”, which the Borrower plans to execute in future 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 55,000,000,000 (Fifty five 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. Maximum term for fulfillment of obligations under the transaction (transactions): up to 3 (Three) years from its execution (the term of repayment of the loan amount and the interest by the Borrower).
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 financial statements as of the last reporting date, but not more than 50 percent of the book value of assets, determined by the 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 Transaction, which change the terms and conditions of the Transaction, 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”.
Item 12.2 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 exercise 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, which the Company plans to execute in future, to the previously executed General agreement on procedure of execution of the credit transactions No. 42-0-10/2-2015 of August 25, 2015 (hereinafter – the Agreement) by JSC “Tander” (hereinafter – the Borrower) with Joint Stock Company “Russian Agricultural Bank” (hereinafter – the Creditor), related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more percent 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 (including the amendments introduced by the additional agreement):
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles;
2. The total credit limit under the Agreement (the amount of credits which may be granted under the Agreement) shall not exceed 25,000,000,000 (Twenty five billion) rubles;
3. The maximum term of an individual credit granted under the Agreement shall not exceed 60 (Sixty) calendar days;
4. The maximum interest rate for the credits use granted under the Agreement shall not exceed 30 (Thirty) percent per annum;
5. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Agreement;
6. The Agreement is valid until July 1, 2016 inclusive.
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”.
Item 12.3 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 exercise 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 Credit agreement on the opening of the revolving credit line (hereinafter – the Credit agreement) by JSC “Tander” (hereinafter – the Borrower) with Joint Stock Company “ALFA-BANK” (hereinafter – the Creditor) related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more percent 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:
1. The Creditor shall provide the Borrower with monetary funds in Russian rubles (hereinafter – “the Credits”) in the form of the revolving credit line (hereinafter – “the Credit Line”).
2. Within the limits of the Credit Line the Borrower shall be entitled to receive Credits, on which the maximum amount of the aggregate debt on any day of the term of the Credit Line shall not exceed 17,000,000,000 (Seventeen billion) rubles;
3. The term of the Credit Line shall not exceed 63 (Sixty three) months from the date of the Credit Agreement. The Borrower shall repay all received Credits by the maturity date of the Credit Line (inclusive).
4. The Credits within the term of the Credit Line shall be provided for not more than 36 (Thirty six) months.
5. The interest rate: not more than 35 (Thirty five) percent per annum.
6. In case of undue repayment of Credits, the Creditor is entitled to charge the Borrower a penalty in the amount of 0.1 (zero point one) percent of the amount of the outstanding liability per each overdue day, but not lower than the dual key interest rate of the Bank of Russia, effective on the day for which the penalty is charged.
7. The terms and procedure of granting and repayment of the Credit amounts, other penalties for non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit Agreement shall be determined by the Credit Agreement.
8. The Credit Agreement shall be considered effective from the signing date and shall remain valid until the parties fully perform their obligations under the Credit 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 Credit 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”.
Item 12.4 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 exercise of the voting right on shares owned by the Company”:
“Under the clause 14.2 of the Charter of JSC “Tander” to approve the conclusion of the Credit agreement (hereinafter – the Credit agreement) by JSC “Tander” (hereinafter – the Borrower) with VTB Bank (Public Joint Stock Company) (hereinafter – the Creditor), related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more percent 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:
The Credit agreement shall regulate the general terms and conditions and the procedure of granting of Credits, the rights and obligations of the parties, the payment procedure of the parties and the liability for non-fulfillment or improper fulfillment of obligations of the parties.
The maximum amount of the Borrower’s debt outstanding under the Principal debt (the Credit/ Credits amount granted and not repaid including the Credit amount not repaid by the date determined by the Credit agreement, which the Borrower may have on any date of the Credit agreement) shall not exceed 10,000,000,000 (Ten billion) rubles.
The aggregate term of the Credits provision shall not exceed 5 (Five) years since the effective date of the Credit agreement.
The Borrower shall repay the Credits within not more than 3 (Three) years since each Credit was granted.
The interest rate for the use of Credits may be determined as a fixed or a floating rate. The floating Credit interest rate shall be calculated by the Creditor as a key interest rate of the Bank of Russia (the key rate published on the official website of the Bank of Russia (www.cbr.ru) on the Internet) increased by the markup in percent per annum established in the Borrower’s application for the credit and approved by the Creditor.
The interest rate under each individual Credit shall not exceed:
26 (Twenty six) percent per annum for the Credits granted at the fixed interest rate;
the Key interest rate of the Bank of Russia plus 15 (Fifteen) percent per annum, in total not more than 26 (Twenty six) percent per annum for the Credits granted at the floating interest rate.
6. The terms, the procedure of granting and the repayment of the Credit amounts, interest and other payments shall be determined by the Credit 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 Credit 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”.
Item 12.5 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 exercise 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 Agreement on the overdraft facility (hereinafter – the Agreement) by JSC “Tander” (hereinafter – the Borrower) with Public Joint Stock Company “Sberbank of Russia” (hereinafter – the Creditor), 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:
The Creditor shall provide the Borrower with the overdraft facility (overdraft) if the funds on the Borrower’s credited account are not sufficient and the Borrower shall repay to the Creditor the amount of the received credit, interest for its use and other payments under the Agreement;
The overdraft limit shall not exceed 15,000,000,000 (Fifteen billion) rubles;
The overdraft limit shall be determined for the corresponding term of the limit which shall not exceed 30 (Thirty) calendar days;
The maximum term for repayment of each individual Credit granted under the Credit agreement: 30 (Thirty) calendar days from the date of the corresponding credit provision;
The Borrower shall pay to the Creditor the interest for the use of the overdraft facility in the currency of the credit at the rate determined for the corresponding term of the limit. The interest rate for the credit use shall not exceed 35 (Thirty five) percent per annum;
The term of the credit provision shall not exceed 1 (One) year from the signing date of the Agreement;
The terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by 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:
| 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 |
| Media Inquiries |
PR and GR 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 approximately 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.