10.06.2014, 20:55

Magnit Announces Results of BOD Meeting

OREANDA-NEWS. Krasnodar, June 4, 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 June 3, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC “Magnit” are w/o No. of June 3, 2014).

The meeting agenda:

Election of the Chairman of the Board of Directors of OJSC “Magnit”.

Election of the Deputy Chairman of the Board of Directors of OJSC “Magnit”.

Election of the Secretary of the Board of Directors of OJSC “Magnit”.

Formation of the audit committee of the Board of Directors of OJSC “Magnit”.

Election of the Chairman of the audit committee of the Board of Directors of OJSC “Magnit”.

Formation of the HR and remuneration committee of the Board of Directors of OJSC “Magnit”.

Election of the Chairman of the HR and remuneration committee of the Board of Directors of OJSC “Magnit”.

Election of the Management Board of OJSC “Magnit”.

Determination of the position of the OJSC “Magnit” representative at the exercise of the voting right on shares of JSC “Tander” owned by the Company.

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, A. Zayonts, A. Makhnev and A. Pshenichniy and 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, A. Makhnev and A. Pshenichniy and 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 on the agenda:

“To elect Khachatur Pombukhchan as a Chairman of the Board of Directors of OJSC “Magnit”. 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 on the agenda:

“To elect Aslan Shkhachemukov as a Deputy Chairman of the Board of Directors of OJSC “Magnit”. 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 3 on the agenda:

“To elect Andrey Arutyunyan as a Secretary of the Board of Directors of OJSC “Magnit”. Votes were cast as follows:

Item 4 on the agenda:

“To form the audit committee of the Board of Directors of OJSC “Magnit” consisting of the following 3 (three) members: Alexander Zayonts, Alexey Makhnev and Alexey Pshenichniy”.

Votes were cast as follows:

Item 5 on the agenda:

“To elect Alexander Zayonts as a Chairman of the audit committee of the Board of Directors of OJSC

“Magnit”.

Votes were cast as follows:

Item 6 on the agenda:

“To form the HR and remuneration committee of the Board of Directors of OJSC “Magnit” consisting of the following 3 (three) members: Alexey Makhnev, Alexander Zayonts and Alexey Pshenichniy”.

Votes were cast as follows:

Item 7 on the agenda:

“To elect Alexey Makhnev as a Chairman of the HR and remuneration committee of the Board of Directors of OJSC “Magnit”.

Votes were cast as follows:

Item 8.1 on the agenda:

“To form the collective executive body (Management Board) of OJSC “Magnit” consisting of the following 4 (four) members:

Alexander Barsukov;

Sergey Galitskiy;

Marina Ivanova;

Ilya Sattarov”.

Shares of the above mentioned members in the charter capital of the Issuer and ordinary shares stake owned by these members:

Alexander Barsukov - 0.0033%;

Sergey Galitskiy - 38.67%;

Marina Ivanova - 0.00379%;

Ilya Sattarov - no share. Votes were cast as follows:

Item 8.2 on the agenda:

“To appoint Alexander Barsukov as a Deputy Chairman of the Management Board of OJSC “Magnit”. Votes were cast as follows:

Item 8.3 on the agenda:

“To conclude the employment agreement with the members of the Management Board. To approve the terms and conditions of the employment agreement with the member of the collective executive body (Management Board) of OJSC “Magnit”.

Votes were cast as follows:

Item 9.1 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 exercise of the voting right on the JSC “Tander” shares owned by the Company:

1. To approve the annual report, the annual accounting reports of JSC “Tander” for 2013 and Profit and loss

allocation of JSC “Tander” following 2013 financial year results:

To pay dividends on ordinary registered shares of JSC “Tander” in the amount of 6,300,000,000 rubles (six billion three hundred million rubles), which amounts to 0.63 rubles per one ordinary share:

Payment of dividends shall be made in monetary funds in accordance with the procedure and within the time limit established by the legislation of the Russian Federation.

To determine the following date as of which the shareholders are entitled to receive dividends: June 14, 2014.

Not to pay remuneration to the members of the Revision Commission of JSC “Tander”.

To direct the unallocated net profit at the development of the Company.

To elect the following candidates to the Revision commission of JSC “Tander”: Roman Efimenko;

Angela Udovichenko; Denis Fedotov.

To approve the Limited Liability Company Audit firm “Faber Lex” (Taxpayer Id. Number 2308052975) as the auditor of JSC “Tander” in accordance with the Russian accounting standards.

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 9.2 on the agenda:

To establish the branch of JSC “Tander” in Kemerovo, Kemerovo region:

name: Branch in Kemerovo, Kemerovo region, location: 80a Kuznetskiy prospect, Kemerovo, Kemerovo region, 650025, Russian Federation.

To establish the branch of JSC “Tander” in Novokuznetsk, Kemerovo region:

name: Branch in Novokuznetsk, Kemerovo region,

location: premises 135, 42 Toreza street, Novokuznetsk, Kemerovo region, 654059, Russian Federation.

To change the location address of the JSC “Tander” branch in Novosibirsk, Novosibirsk region to the following: 23 Novouralskaya street, Novosibirsk, Novosibirsk region, 630900, Russian Federation.

Due to establishment of the new branches of JSC “Tander”, change of the location address of the branch to approve the restated Charter of JSC Tander”.

Votes were cast as follows:

Item 10.1 on the agenda:

“To recommend the sole executive body of OJSC “Magnit”, which is the shareholder of LLC “Retail Import”, to make the following decision at the exercise of the voting right on shares in the charter capital of LLC “Retail Import” owned by the Company:

“To approve the general bank guarantee agreement, which the Company plans to execute in future with VTB Bank (open joint-stock company) (hereinafter - the “General agreement”) and which is the major transaction with the following essentials:

The General agreement regulates legal relations between LLC “Retail Import” (hereinafter - the “Principal”) and OJSC VTB Bank (hereinafter - the “Guarantor”) in the issue/change of terms of Bank guarantees issued by the Guarantor on the basis of the Offer, forwarded to the Guarantor by the Principal and accepted by the Guarantor under the procedure established by the General agreement, and in the reimbursement of the amounts paid by the Guarantor under the Bank guarantees, arising in case of acceptance of the Principal's Offers by the Guarantor, and the fulfillment of obligations related to the issue of the Bank guarantees under the general agreement and the Current legislation of the Russian Federation. The Guarantor shall consider the Offers forwarded by the Principal and issue the bank guarantees/change the terms of the issued bank guarantees pursuant to the terms and procedures specified in the General agreement, and the Principal shall reimburse by way of recourse the amounts paid to the Beneficiary under the Bank guarantees, shall pay fees for the Bank guarantees issue and perform other obligations under the General agreement. The Beneficiary of the Bank guarantees under the Agreement is the Customs authorities of the Russian Federation.

The maximum aggregate amount of the Bank guarantees, automatically decreased by the amount of the issued bank guarantees and the amount of the increase of the issued Bank guarantees and automatically resumed by the amount of the terminated Bank guarantees and the amount of the decrease of the issued Bank guarantees (the Limit of Guarantees provision), shall account for 500,000,000 (Five hundred million) Russian rubles.

The period of time during which the Bank guarantees may be issued under the General agreement (the Period of Guarantees issue) shall not exceed 6 (six) months from the date of the General agreement conclusion.

Each Bank guarantee period specified in the form of a calendar date or a period of time calculated in years, months, weeks, days from the Date of the Guarantee issue (the Guarantee Period) shall not exceed 271 (two hundred and seventy one) calendar days from the date of the Bank guarantee issue (taking into consideration the Bank guarantee prolongation).

As security for obligations of LLC “Retail Import” to OJSC VTB Bank under the General agreement, including obligations for the reimbursement of the amounts paid by the Bank under the Bank guarantees to the Bank, the guarantee agreement shall be concluded between OJSC VTB Bank and JSC “Tander”.

The General agreement shall come into effect from the date on which it is signed and remain in effect until all obligations under the General agreement are performed by the Parties properly and in full”.

Votes were cast as follows:

Item 10.2 on the agenda:

“To approve the bank guarantee agreement, which the Company plans to execute in future with joint-stock commercial bank “ROSBANK” (open joint-stock company) (hereinafter - the “Agreement”) and which is the major transaction with the following essentials:

OJSC JSCB “ROSBANK” (the “Guarantor”) at the request of LLC “Retail Import” (the “Principal”) shall issue the bank guarantees under the terms and in accordance with the procedure established by the Agreement and the Principal shall pay remuneration, fees to the Bank and perform other obligations under the Agreement in full.

The Beneficiary of the Bank guarantees under the Agreement is the Customs authorities of the Russian Federation.

The maximum possible total amount of all concurrent Bank guarantees (on any date of issue of each Bank guarantee in accordance with the terms of the Agreement) including the issued (the “Limit”) shall account for 500,000,000 Russian rubles (five hundred million rubles)

The validity period of each Bank guarantee issued under the Agreement shall not exceed 12 (twelve) months from the date of issue and shall be later than March 24, 2016.

The time period when the Guarantor issues Bank guarantees at the request of the Principal (availability period) shall not exceed 12 (twelve) months from the date of the Agreement conclusion.

As security for obligations of LLC “Retail Import” to OJSC JSCB “ROSBANK” under the Agreement, including obligations for the reimbursement of the amounts paid by the Bank under the Bank guarantees to the Bank, the guarantee agreement shall be concluded between OJSC JSCB “ROSBANK” and JSC “Tander”.

The Agreement shall come into effect from the date on which it is signed and remain in effect until all obligations under the Agreement are performed by the Parties in full”.

Votes were cast as follows:

Magnit Announces Results of BOD Meeting

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