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OJSC MAGNIT: BoD Results

Press-release 
Krasnodar 
February 4, 2014 
OJSC "Magnit" Announces the Results of the BOD Meeting 
Krasnodar, February 4, 2014: 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 decisionsand 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      Russian Federation      16.03.1974      Information is     
    Pombukhchan                                             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.



END

-0- Feb/04/2014 13:30 GMT


 
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