OJSC MAGNIT: BOD Meeting Results
November 22, 2012
OJSC "Magnit" announces the results of the BOD meeting
Krasnodar, November 22, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on November 22, 2012.
Please be informed that today the BOD meeting was held (minutes of BOD meeting of OJSC "Magnit" are w/o No. of November 22, 2012).
The meeting agenda:
1. Approval of the related party transaction.
2. 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.
The following BOD members were present: A. Arutyunyan, S. Galitskiy, V. Butenko, K. Pombukhchan and A. Shkhachemukov.
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 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 decisionsand voting results:
On the item 1 of the agenda:
"To approve the transaction which the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:
Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";
Subject of the transaction: The Lessor shall provide the following to the Lessee for a fee for temporary possession and use:
- real property: non-residential premises on the first floor No.3, 4, 9-11, 11/ 1, 12, 14, 16, 16/2, 16/3, 18-20, 23, 23/1, 25/1, 27/2, 28 of the building letter 2, with the total space of 304.7 (three hundred and four point seven) sq. m., located at the address: 12 Gidrostroiteley street, Karasunskiy district, Krasnodar, Russian Federation.
- power receivers: aerial line of 0.4 kv made of the self-supporting insulated wire with a section of 3x70+1x54.6 and the length of 200m, laid from the distributing device of 0.4 kv of the transforming sub-station No.374 to the input distribution device of the non-residential premises at the address: 12 Gidrostroiteley street, input distribution device of the premises, internal electrical equipment.
Lease fee: 243,600 (two hundred and forty-three thousand six hundred) rubles 00 kopecks per month including VAT;
Lease period: 10 (ten) years.
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 cast is 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 - "did not participate in voting", A. Shkhachemukov - "for".
The decision is made.
On the item 2 of the agenda:
"To recommend the sole executive body of OJSC "Magnit", which is the sole shareholder of JSC "Tander", to make the following decision at the realization of the voting right on shares owned by the Company":
"Under the clause 14.2 of the Charter of JSC "Tander" to approve conclusion of the Additional agreement by JSC "Tander" (hereinafter - Borrower) which the Borrower plans to execute in future to the previously concluded Agreement on the procedure of conclusion of the Credit transactions with the use of remote banking systems No.КС714000/2010/00098 of 17.12.2010, with Additions of 21.02.2011, No.2 of 15.04.2011, No.3 of 08.09.2011, No.4 of 05.10.2011, No.5 of 27.01.2012, No.6 of 14.02.2012 (hereinafter - Credit agreement) with VTB Bank (open joint-stock company) (hereinafter - Lender), related to acquisition, disposal and an opportunity of the company to dispose property, directly or indirectly, the cost of which amounts to 5 and more percent of the balance sheet value of assets of the company, its subsidiaries, principal company (of which the company is a subsidiary), as well as other subsidiaries of the principal company ("Group"), determined on the basis of the latest available IFRS consolidated report of the Group.
The Credit agreement (subject to the Additions of 21.02.2011, No.2 of 15.04.2011, No.3 of 08.09.2011, No.4 of 05.10.2011, No.5 of 27.01.2012, No.6 of 14.02.2012 and amendments of the Additional agreement which the Borrower plans to execute in future) was executed with the following essentials:
The Creditor shall provide the Borrower with Credits on terms under the Credit agreement and the Borrower shall repay the received Credit to the Creditor on time and pay interest on terms of the executed Credit transactions;
According to the Credit agreement, the parties execute the Credit transactions in Russian rubles.
The maximum term of the individual Credit shall not exceed 30 (thirty) days from the date of the Credit provision;
The total amount of Credits that may be provided by the Creditor under the Credit agreement on any date shall not exceed 9,000,000,000 (Nine billion) rubles;
The term of execution of the Credit transactions - to September 14, 2013.
The term of validity of the Credit agreement - to October 14, 2013. Unless one of the Agreement Parties expresses its intention in the written form to terminate the Agreement before the expiry term, this Agreement is automatically extended for every subsequent year.
The terms of the provision of Credits and repayment (including the amount of the interest rate for the credit use) shall be determined under the Credit agreement.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with the right to sign Additional agreements which determine the terms of the Credit provision and change terms of the transactions specified above including but not limited to the change of the interest rates, currency of the Credit and the term of Credit provision).
Votes cast is 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 is made.
For further information, please contact:
Oleg Goncharov Director, Investor Relations
e-mail: Goncharov@gw.tander.ru Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100 Mob.: +7 (903) 411-40-35 Direct line for investors only: +7 (861) 277-45-62
Dina Svishcheva Manager, Investor Relations
e-mail: Chistyak@gw.tander.ru Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101 Mob.: +7-961-511-02-02 Direct line for investors only: +7 (861) 277-45-62 Company description: Based in Krasnodar, in the Southern region of Russia, Open Joint Stock Company "Magnit" (LSE and MICEX: MGNT, S&P: "BB-") is the holding company for a group of entities that operate in the retail trade under the "Magnit" brand. The chain of "Magnit" stores is one of the leading food retail networks in Russia. As of September 30, 2012 the chain consisted of 5,523 convenience stores, 105 hypermarkets, 11 "Magnit Family" stores and 480 cosmetics stores (drogerie) in 1,504 locations in the Russian Federation. Approximately two-thirds of the Company's stores are located in cities with a population of less than 500,000 inhabitants. Most of its stores are located in the Southern, North-Caucasian, Central and Volga regions. The Company also operates stores in the North-Western, Urals and Siberian regions. As of September 30, 2012 the Company operated an in-house logistics system consisting of 17 distribution centers, employing automated stock replenishment systems and a fleet of 4,082 vehicles. In accordance with the reviewed IFRS consolidated financial statements for 1H 2012, the Company recorded consolidated revenue of approximately US$ 6,776 million and consolidated EBITDA of around US$ 671 million. END -0- Nov/22/2012 14:00 GMT