Magnit Announces Results of BOD Meeting
OREANDA-NEWS. OJSC "Magnit", Russia's largest food retailer (the "Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on August 12, 2014.
Please be informed that on August 12, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC "Magnit" are w/o No. of August 12, 2014).
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, 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 1.1 on the agenda:
"To recommend the sole executive body of OJSC "Magnit", which is the shareholder of JSC "Tander" to make the following decision at the exercise of the voting right on shares of JSC "Tander" owned by the Company:
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion of the Agreement on opening of the revolving credit line (hereinafter - the "Credit agreement") by JSC "Tander" (hereinafter -the "Borrower") with Open joint-stock company "Sberbank of Russia" (the Creditor), 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 with the following essentials:
1. Total credit limit under the Credit agreement shall amount to not more than 15,000,000,000 (Fifteen billion) rubles;
2. The credit shall be provided for the maximum of 3 (Three) years;
3. Interest rate for the credit use including charges amounts to not more than 12% (twelve percent) per annum;
4. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the Credit agreement;
5. Obligations of the Borrower under the Credit agreement shall be secured by the OJSC "Magnit" Guarantee. The Guarantor shall be fully liable to the Creditor for non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreement, including principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of obligations subject to the terms and conditions of the Credit agreement.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with the right to sign the Credit agreement and additional agreements to it, changing the terms and conditions of the Credit agreement, including but not limited to the change of the interest rates, credit amounts and the term of the credit provision within the meaning hereof."
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 1.2 on the agenda:
"To recommend the sole executive body of OJSC "Magnit", which is the shareholder of JSC "Tander" to make the following decision at the exercise of the voting right on shares of JSC "Tander" 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 N°29-261/15/2651-10-KP of September 30, 2010 (hereinafter - the "Credit 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 essentials of the Credit agreement (including changes introduced by the additional agreement):
1. The Credit agreement shall reflect intentions of the Creditor and the Borrower to execute credit transactions and regulate the approval procedure of terms and conditions of the credit transactions;
2. Maximum indebtedness of the Borrower under one-time credits provided within the terms of the Credit agreement, shall amount to not more than 16,000,000,000 (Sixteen billion) rubles;
3. Credits within the terms of the Credit agreement shall be provided for the maximum of 90 (Ninety) days;
4. Upon determination of the deadline of repayment of each credit, the whole indebtedness under credits, provided within the terms of the Credit agreement, shall be repaid in full not later than April 30, 2016;
5. Interest rate for the credit use including charges amounts to not more than 14% (Fourteen percent) per annum;
6. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant credit transactions executed on the basis of and within the terms of the Credit agreement.
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with the right to sign the Additional agreements determining the credit terms and changing the terms and conditions of the Credit agreement, including but not limited to the change of the interest rates, the change of the term of the credit provision within the meaning hereof".
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.
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