OJSC MAGNIT: Results of BoD Meeting

 Press-release  Krasnodar  July 9, 2014  OJSC "Magnit" Announces the Results of the BOD Meeting  Krasnodar, July 9, 2014: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on June 3, 2014.  Please be informed that on July 9, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC "Magnit" are w/o No. of July 9, 2014).  The meeting agenda:   1. Determination of OJSC "Magnit" business priorities.   2. Approval of the related party transactions.  The following BOD members were present: S. Galitskiy, K. Pombukhchan and A. Shkhachemukov.  A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy 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. Arutyunyan, A. Zayonts, A. Makhnev 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.  Content of the decisionsand voting results:  Item 1 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 third quarter of 2014 (annex №1 to the minutes of the BOD meeting)".  Votes were cast as follows:  A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".  The decision was made.  Item 2.1 on the agenda:  "To approve the additional agreement to the real estate lease agreement № GK/ 1599/12 of March 7, 2012, which the Company executed with JSC "Tander" and which is the related party transaction based on the following terms and conditions of the lease agreement including changes introduced by the additional agreement:  • Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander".  • Subject of the transaction: the Lessor shall provide the following real property to the Lessee for a fee for temporary possession and use: non-residential building with the total space of 1391.9 sq. m, cadastral number 61:12:0040333:551, located at the address: 18 K. Marxa street, Zernograd, Zernogradskiy district, Rostov region, Russia.  • Lease fee: 1,248,493 (one million two hundred and forty eight thousand four hundred and ninety three) rubles 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 were cast as follows:  A. Arutyunyan - "did not participate in voting", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".  The decision was made.  Item 2.2 on the agenda:  "To approve the additional agreement to the real estate lease agreement №  NvrF/ 637/12 of April 13, 2012, which the Company executed with JSC "Tander" and which is the related party transaction based on the following terms and conditions of the lease agreement including changes introduced by the additional agreement:  • Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander".  • Subject of the transaction: the Lessor shall provide the following real property to the Lessee for a fee for temporary possession and use: non-residential premises with the total space of 584.5 sq. m, cadastral number 23:47:0113001:408, located at the address: 5 Tobolskaya street, Novorossiysk.  • Lease fee: 343,448 (three hundred and forty three thousand four hundred and forty eight) rubles 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 were cast as follows:  A. Arutyunyan - "did not participate in voting", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".  The decision was made.  Item 2.3 on the agenda:  "To approve the additional agreement to the guarantee agreement  №KRD/PR/039/14 of May 19, 2014, which the Company (hereinafter - Guarantee) executed with Joint-stock commercial bank "ROSBANK" (open joint-stock company) as security for obligation of Joint-stock company "Tander" (beneficiary) (hereinafter - Borrower) to Joint-stock commercial bank "ROSBANK" (open joint-stock company) (hereinafter - Creditor) under the Bank account agreement №0249018/RUB of October 25, 2007 (together with the Additional agreement №10 of May 19, 2014) (hereinafter - Credit agreement) which is the related party transaction based on the following terms and conditions of the guarantee agreement including changes introduced by the additional agreement:   1. Maximum credit amount (credit limit): 350,000,000 (three hundred and fifty        million) Russian rubles.      2. Deadline of indebtedness continuity (payment period of each overdraft     credit): 30 (thirty) calendar days.      3. Term of validity of the Credit agreement: until May 18, 2015 (inclusive).      4. 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").      5. Credit terms, procedure of credit providing and redemption of credit     amounts, interest and other payments are determined by the Credit     agreement.      6. Limit price (amount) of the guarantee agreement: total amount of the     Guarantee obligations under the Credit agreement cannot exceed 392,000,000     (three hundred and ninety two million) rubles. In case of non-fulfillment     by the Guarantee of the Creditor's requirements for the payment of the     corresponding monetary amount (in case of violation of any of the secured     obligations by the Borrower) within 5 (five) Bank days from the date of     receiving the requirement, the Guarantee shall pay a penalty to the     Creditor 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", S. Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".  The decision was made.  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: +7-961-511-02-02                                                        Direct line: +7 (861) 277-45-62              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 June 30, 2014, Magnit operated 24 distribution centers and over 8,600 stores (7,614 convenience, 226 hypermarkets, and 778 cosmetics) in approximately 2,000 cities and towns throughout 7 federal regions of the Russian Federation.  In accordance with the audited IFRS consolidated financial statements 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 one of the largest retailers in Europe.    END  -0- Jul/09/2014 13:27 GMT    
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