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 February 25, 2014.
Please be informed that on February 25, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC “Magnit” are w/o No. of February 25, 2014).
The meeting agenda:
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.
Determination of the position of the OJSC “Magnit” representative at the exercise of the voting right on the LLC “Tandem” shares in the charter capital owned by the Company.
Ratification of the Anti-Bribery and Corruption Policy of Open Joint-Stock Company “Magnit”
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 chief executive officer of OJSC “Magnit” which is the sole shareholder of JSC “Tander”, to make the following decisions at the exercise of the voting right on the JSC “Tander” shares owned by the Company:
To establish the branch of JSC “Tander” in Tomsk, Tomsk region:
name: Branch in Tomsk, Tomsk region,
location: premises 11093-11113, IL1000, 8/2 Internatsionalistov street, Tomsk, Tomsk region, 634057, the Russian Federation.
To establish the branch of JSC “Tander” in Novosibirsk, Novosibirsk region:
name: Branch in Novosibirsk, Novosibirsk region,
location: 23 Novouralskaya street, Novosibirsk, Novosibirsk region, 630090, the Russian Federation.
To change the location address of the JSC “Tander” branch in Prokhladny, Kabardino-Balkaria region to the following: 15 Stepana Razina street, Prokhladny, Kabardino-Balkaria region, 361045, the Russian Federation
To extend main types of activities of JSC “Tander” with the following new activities:
catering services;
services on production and (or) sale of cookery products and confectionary inter alia per customers' order as well as specially cooked and extra presented at the catering facilities;
arrangement of catering services;
sale of cookery products and confectionary in and out of stores and cookery sections;
other catering services;
medical practice, nursing.
To file the information on the new types of activity to the Unified State Register of Legal Entities.
Due to establishment of the new branches of JSC “Tander”, change of the location address of the branch, change of the information on the types of activities to approve the restated Charter of JSC Tander”.
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 chief executive officer of OJSC “Magnit” which is the sole shareholder of JSC “Tander”, to make the following decisions at the exercise of the voting right on the JSC “Tander” shares owned by the Company:
“Under the clause 14.2 of the Charter of JSC “Tander” to approve the conclusion of the Additional agreement to the Credit agreement ¹29-261/15/2651-10-KP of September 30, 2010 (hereinafter -the “Agreement”) by JSC “Tander” (hereinafter - the “Borrower”) with the Joint-stock commercial bank “Bank of Moscow” (open joint-stock company), which the Borrower plans to execute in future, related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more per cent 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 IFRS consolidated report of the Group, prepared in compliance with the International Financial Reporting Standards based on the following terms of the Agreement including changes introduced by the additional agreement:
Loan limit of 16,000,000,000 (sixteen billion) rubles;
Validity of the Agreement - till April 30, 2016;
Interest rate on loans comprises not more than 12% (twelve per cent) per annum;
Terms, issue procedure and repayment of the loan, interest and other payments shall be determined by the relevant credit transactions”.
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 on the agenda:
“To recommend the chief executive officer of OJSC “Magnit” which is the sole shareholder of LLC “Tandem” to make the following decisions at the exercise of the voting right on the LLC “Tandem” shares in the charter capital owned by the company:
“1. In order to ensure the shareholders' right to information on the performance of the company, in order to make the decision by shareholders on the quarterly (every six months) distribution of net profit of the Company or to waive quarterly (every six months) distribution of net profit to shareholders of the company, to provide the shareholders of the company with interim reports as of March 31, June 30 and September 30 through introduction of the following changes to the charter of LLC “Tandem”: To add clause 14.6. of the Charter as follows:
“The Company shall prepare interim accounting (financial) reports as of March 31, June 30 and September 30".
To add article 14 of the Charter as follows:
“The Company shall provide shareholders of the company with access to the interim accounting (financial) reports as of March 31, June 30 and September 30”.
In view of the above mentioned changes to approve the restated Charter of LLC “Tandem”.
According to article 27 of the Federal Law "On limited liability companies)) in order to increase net assets of the company to contribute the amount of 261,000,000 (two hundred and sixty million) rubles to the estate of LLC “Tandem” by March 31, 2014”.
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