Press Release

Krasnodar

November 22, 2017

 

Magnit Announces the Results of the BOD Meeting

 

Krasnodar, November 22, 2017: Magnit PJSC, one of Russia's leading retailers (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on November 22, 2017.

 

Please be informed that on November 22, 2017 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of November 22, 2017).

 

The meeting agenda:

 

1. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares in the charter capital owned by the Company.
2. On changing the terms and conditions of the contract made with the person exercising the powers of the sole executive body of PJSC "Magnit".

 

The following BOD members were present: V. Gordeychuk, S. Galitskiy, K. Pombukhchan,
A. Shkhachemukov.

 

A. Aleksandrov, D. Chenikov 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, D. Chenikov 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:

 

V. Gordeychuk - "for", A. Aleksandrov - "for", S. Galitskiy - "for", D. Chenikov - "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 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 in the charter capital of JSC "Tander" owned by the Company:

 

"According to the article 14.2 of the Charter of JSC "Tander" to approve the agreement for granting of a loan in the form of the revolving loan line as of November 20, 2017 (hereinafter - the Loan Agreement) executed by JSC "Tander" (hereinafter - the Borrower) with Sergey Galitskiy (hereinafter - the Lender) and 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 consolidated statements of the Group, prepared in compliance with the International Financial Reporting Standards with the following essentials:

 

1. Parties to the Loan Agreement: the Lender - Sergey Galitskiy, the Borrower - JSC "Tander". 

2. Subject of the Loan Agreement: the Lender shall provide the loan to the Borrower in the form of the revolving loan line in the amount of 44,000,000,000 (Forty four billion) rubles, and the Borrower shall repay the loan amount and accrued interest. The revolving loan line entitles the Borrower to receive and use funds in the amount not exceeding the established limit within the limited period, and it is renewable upon the loan amount repayment.

4. The interest rate under the Loan Agreement (per annum): 0.26 (zero point two six) percent.

5. The Loan Agreement shall remain in force till March 1, 2018.

 

Hereby to provide the Chief Executive Officer of JSC "Tander" with the right to sign additional agreements to the Loan Agreement, 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 2 on the agenda:

 

"To approve the additional agreement to the agreement with the person exercising powers of the sole executive body of PJSC Magnit as follows - "Agreement of the parties No. 16 on the amendment of the terms of the Employment agreement specified by the parties dated April 13, 2006" (Annex No. 1 to the minutes of the Board of directors meeting), to authorize Khachatur Pombukhchan, the Chairman of the PJSC "Magnit" BOD, to sign the Agreement on behalf of the Company".

 

 

For further information, please contact:

 

Timothy Post	Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600
Dina Svishcheva	Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-4554 x 15101
Media Inquiries	Media Relations Department press@magnit.ru

 

Company description:

Public Joint Stock Company "Magnit" is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of September 30, 2017, Magnit operated 36 distribution centers and 15,697 stores (11,743 convenience, 432 hypermarkets and 3,522 drogerie stores) in 2,664 cities and towns throughout 7 federal regions of the Russian Federation.

 

In accordance with the reviewed IFRS consolidated financial statements for 1H 2017, Magnit had revenues of RUB 555 billion and an EBITDA of RUB 49 billion. Magnit's local shares are traded on the Moscow 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.