Magnit Announces Results of BOD Meeting
OREANDA-NEWS. 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 November 26, 2013.
Please be informed that on November 26, 2013 the BOD meeting was held (minutes of the BOD meeting of OJSC “Magnit” are w/o No. of November 26, 2013).
The meeting agenda:
1. 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, V. Butenko, S. Galitskiy, 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 decisions and voting results:
Item 1.1 on the agenda:
“To recommend the sole executive body of OJSC “Magnit”, which is the sole shareholder of JSC “Tander”, to make the following decisions at the realization of the voting right on shares owned by the Company:
“1. To create the JSC “Tander” branch in Moscow:
• name: West Branch in Moscow,
• location: 3/2 Velozavodskaya street, Moscow, 115088, Russian Federation.
2. To create the JSC “Tander” branch in Moscow:
• name: East Branch in Moscow,
• location: 15 Berzarina street, Moscow, 123154, Russian Federation.
3. Due to the creation of the JSC “Tander” branches in Moscow, to ratify the Charter of JSC “Tander” in the new edition.”
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 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 the conclusion of the General agreement on the opening of the revolving framework credit line with tiered interest rates by JSC “Tander” (hereinafter
• the “Borrower”) with Open joint-stock company “Sberbank of Russia” represented by the branch - SouthWestern bank of OJSC “Sberbank of Russia” (hereafter - the “Creditor”), which the Borrower plans to execute in future, 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 with the following essentials:
1. The Creditor opens the revolving framework credit line with the total limit amount not exceeding 10,000,000,000 (ten billion) rubles to the Borrower, and the Borrower shall repay the received Credit to the Creditor in the manner, at the times and on terms of the Credit transactions;
2. The term of validity of the General agreement - maximum of 3 (three) years;
3. Interest rate for the credit use comprises not more than 12% (twelve per cent) per annum;
4. Terms, procedure of granting and repayment of the credit, interest and other payments are determined by
the relevant Credit agreements;
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 General agreement including but not limited to the change of the interest rates, the change of the term of Credit provision.”
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 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 the conclusion of the Credit agreement on the opening of the revolving credit line by JSC “Tander” (hereinafter - the “Borrower”) with Open joint-stock company “ALFA-BANK” (hereafter - the “Creditor”), which the Borrower plans to execute in future, 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 with the following essentials:
1. The Creditor provides the Borrower with monetary funds in Russian rubles (“Credits”) in the form of the revolving credit line (“Credit line”);
2. Within the Credit line the Borrower has a right to receive Credits, the maximum amount of aggregate debt on which on any day of the term of the Credit line comprises not more than 9,750,000,000 (nine billion seven hundred and fifty million) rubles (“Credit limit”);
3. The term of the Credit line does not exceed 42 (forty two) months, the Borrower shall repay all received Credits no later than the date of expiration of the term of the Credit line;
4. Credits within the term of the Credit line are provided for not more than 36 (thirty six) months;
5. Interest rate: not more than 15 (fifteen) per cent per annum;
6. Penalties: 0.1% (zero point one) of the amount of the overdue indebtedness for each day of delay but not lower than the dual refinancing rate of the Bank of Russia, which is effective on the day for which penalties are charged.
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 Credit agreement including but not limited to the change of the interest rates, the change of the term of Credit provision.”
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.
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