Press-release
Krasnodar
March 29, 2016
PJSC “Magnit” Announces the Results of the BOD Meeting
Krasnodar, March 29, 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 March 29, 2016.
Please be informed that on March 29, 2016 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of March 29, 2016).
The meeting agenda:
Ratification of the Internal control and risk management policy of PJSC “Magnit”.
Approval of the changes in the business plan of PJSC “Magnit” Internal audit department for the year 2016.
Approval of the related party transactions.
Determination of PJSC “Magnit” business priorities.
The following BOD members were present: A. Arutyunyan, S. Galitskiy, K. Pombukhchan and
A. Shkhachemukov.
A. Zayonts, A. Aleksandrov 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. Zayonts, A. Aleksandrov 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, 2, 4:
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 3.1-3.3:
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 ratify the Internal control and risk management policy of PJSC “Magnit”.
Item 2 on the agenda:
“To approve the changes in the business plan of PJSC “Magnit” Internal audit department for the year 2016 by ratifying the new business plan of PJSC “Magnit” Internal audit department for the year 2016”.
Item 3.1 on the agenda:
“To approve the guarantee agreement which is the related party transaction and which the Company (hereinafter – the Guarantor) plans to execute in future as security for obligations of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Public Joint Stock Company ROSBANK (hereinafter – the Creditor) under the additional agreement (additional agreements) to the Bank account agreement No.0249018/RUB of October 25, 2007 (hereinafter – the Agreement) on the basis of the following essentials:
1. The Guarantor shall be liable to the Creditor for the fulfillment of obligations by the Borrower to the Creditor related to each credit which will be provided under the Agreement.
Main characteristics of the obligation secured by the guarantee:
- The Creditor shall provide the credits to the Borrower within the period established by the Agreement by execution of the Borrower’s payment orders, notwithstanding insufficiency or lack of funds (crediting of the account);
- overdraft limit (the maximum possible amount of debt of the Borrower to the Bank resulting from crediting of the Borrower’s account as of any date within the period established by the Agreement) shall amount to 365,000,000 (Three hundred and sixty five million) rubles;
- period of overdraft crediting of the Borrower’s account by the Creditor shall not exceed 12 (Twelve) months;
- maximum payment period of each credit obtained under the Agreement: 30 (Thirty) calendar days from the date of provision of the corresponding credit;
- the Borrower shall pay to the Bank the interest accrued until and including the date of each credit repayment in the amount not exceeding 30 (Thirty) percent per annum for the use of credits provided under the Agreement;
- other terms, procedure of issuance and repayment of the credit amounts, interest and other payments shall be determined by the Credit agreement.
2. Maximum price (amount) of the guarantee agreement: the aggregate amount of obligations of the Guarantor shall not exceed 488,000,000 (Four hundred and eighty eight million) rubles;
3. The term of the guarantee agreement shall not exceed 3 (Three) years from the date of the guarantee agreement conclusion.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, amounts to less than 2 percent 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 to the guarantee agreement which change the terms and conditions of the Guarantee 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 3.2 on the agenda:
“To approve the guarantee agreement which is the related party transaction and which the Company (hereinafter – the Guarantor) plans to execute in future as security for obligations of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to VTB Bank (Public Joint Stock Company) (hereinafter – the Creditor) under the Credit agreement No.??-??-730750/2015/00024 of December 31, 2015 (hereinafter - the Credit agreement), on the basis of the following essentials:
1. The Guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement.
Main characteristics of the obligation secured by the guarantee:
the Creditor shall provide the Borrower with monetary funds (credits) in Russian rubles;
the debt limit (maximum possible amount of debt of the Borrower under the Credit agreement) shall not exceed 10,000,000,000 (Tenbillion) rubles;
the total credit term: from December 31, 2015 to November 29, 2020;
the period of the final payment of credits is December 29, 2020, each individual credit shall be paid within 1,095 (one thousand ninety five) calendar days from the issuance date of each credit;
the maximum interest rate for the use of credits issued under the Credit agreement, including the cases of unilateral increase of the interest rate by the Creditor due to the increase of interest indicators under the Credit agreement – not more than 26 (Twenty six) percent per annum;
the Credit agreement stipulates the following liability of the Borrower to the Creditor for non-fulfillment or improper fulfillment of obligations:
- in the event of delayed repayment of indebtedness in the credit amount the Borrower shall pay the penalty (fee) to the Creditor in the amount of 1/365(366) of the interest rate on the credit (under which the indebtedness became overdue) of the outstanding amount of indebtedness under the credit for each day of delay;
- in the event of delayed repayment of the interest/fee debt the Borrower shall pay the penalty (fee) in the amount of 2/365(366) of the interest rate on the credit (under which the indebtedness became overdue) of the outstanding amount of the interest/fee debt for each day of delay;
- in the event of nonfulfillment or improper fulfillment of obligations to secure the monthly credit turnover of the settlement accounts in the Russian rubles and foreign currency established by the Borrower in the Creditor’s facility under the terms and conditions specified in the Credit agreement, the Borrower shall pay the penalty in the amount of 1% per annum of the outstanding liabilities to secure the credit turnover for the calendar month In which the obligation was violated;
- other terms, procedure of issuance and repayment of the credit amounts, interest and other payments (including fees) shall be determined by the Credit agreement.
The maximum price (amount) of the guarantee agreement: the aggregate amount of debt of the Guarantor shall not exceed 500,000,000 (Five hundred million) rubles.
2. If the Credit agreement is declared invalid and in case of application of consequences of invalidity of the Credit agreement, the guarantee agreement shall secure the fulfillment of the Borrower’s obligations related to the repayment of funds received by the Borrower from the Creditor under the Credit agreement in the amount not exceeding 500,000,000 (Five hundred million) rubles.
3. The term of the guarantee agreement shall not exceed 2,190 (Two thousand one hundred and ninety) calendar days years from the date of the guarantee agreement conclusion.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, amounts to less than 2 percent 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 change of the terms and conditions of the guarantee agreement due to the change of 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 3.3 on the agenda:
“To approve the guarantee agreement which is the related party transaction and which the Company (hereinafter – the Guarantor) plans to execute in future as security for obligations of Joint Stock Company “Tander” (beneficiary) (hereinafter – the Borrower) to Public Joint Stock Company ROSBANK (hereinafter – the Creditor) under the agreement on revolving and (or) non-revolving credit line (hereinafter – the Credit agreement) on the basis of the following essentials:
1. The Guarantor shall be liable to the Creditor for the fulfillment of obligations by the Borrower to the Creditor related to each credit which will be provided under the Credit agreement.
Main characteristics of the obligation secured by the guarantee:
- the Creditor shall provide the Borrower with monetary funds in Russian rubles, in US dollars and in Euro;
- the credit shall be provided in the form of individual credits under the Credit agreement for the purpose of financing of the current operations;
- the total credit limit under the Credit agreement, which the Borrower plans to execute in future, shall not exceed 1,700,000,000 (One billion seven hundred million) 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;
- each individual credit shall be provided for the period not exceeding 12 (Twelve) months;
- the interest rate for the credits use including charges shall not exceed 30 (Thirty) percent per annum;
- other terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Credit agreement;
2. The maximum price (amount) of the guarantee agreement: the aggregate amount of debt of the Guarantor shall not exceed 2,210,000,000 (Two billion two hundred and ten million) rubles;
3. The term of the guarantee agreement shall not exceed 3 (Three) years from the date of the guarantee agreement conclusion.
The price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreement, amounts to less than 2 percent 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 change of the terms and conditions of the guarantee agreement due to the change of 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 4 on the agenda:
“To determine PJSC “Magnit” business priorities by means of ratification of the Plans of financial and economic activity of the Company for the 2nd quarter of 2016”.
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 December 31, 2015, Magnit operated 33 distribution centers and about 12,089 stores (9,594 convenience, 374 hypermarkets, and 2,121 drogerie stores) in 2,361 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.