Press-release
Krasnodar
April 28, 2017
Magnit Announces the Results of the BOD Meeting, Including the Decision to Call the AGM and Determination of the Record Date
Krasnodar, April 28, 2017: Magnit PJSC, one of Russia's leading retailers (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on April 28, 2017.
Please be informed that on April 28, 2017 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of April 28, 2017).
The meeting agenda:
Review of results of the performance evaluation of PJSC "Magnit" Board of Directors.
Preliminary approval of the PJSC "Magnit" annual report.
Approval of recommendations to the PJSC "Magnit" General shareholders meeting on distribution of profit and losses of the Company following 2016 reporting year results, including the dividend amount on shares of the Company, the procedure of its payment and on the dividend record date.
Approval of the Report on the related party transactions executed by PJSC "Magnit" in 2016.
Calling of the annual general shareholders meeting ("the AGM") of PJSC "Magnit".
Determination of the form of holding of the AGM of PJSC "Magnit".
Determination of the date, time and venue of the AGM of PJSC "Magnit".
Determination of the postal address to which the completed voting ballots shall be delivered.
Appointment of the date of determination (record date) of persons entitled to participate in the AGM of PJSC "Magnit".
Determination of the agenda of the AGM of PJSC "Magnit".
Determination of the procedure of notification of shareholders of the holding of the AGM of PJSC "Magnit".
Determination of the list of information (materials) provided to shareholders to prepare to the holding of the AGM of PJSC "Magnit", and the procedure of its provision.
Determination of the form and the text of the voting ballots on the items to be considered at the AGM of PJSC "Magnit".
Approval of the list of candidates to be elected to the PJSC "Magnit" Board of Directors at the AGM of the Company.
Approval of the list of candidates to be elected to the PJSC "Magnit" Revision commission at the AGM of the Company.
Determination of the amount of remuneration for the PJSC "Magnit" auditor's services.
Appointment of the deputy chairman of the Management Board of PJSC "Magnit".
Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the Retail Import LLC shares in the charter capital owned by the Company.
Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the LLC "Alkotrading" shares in the charter capital owned by the Company.
Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the LLC "Tandem" shares in the charter capital owned by the Company.
The following BOD members were present: V. Gordeychuk, S. Galitskiy and A. Shkhachemukov.
K. Pombukhchan, A. Aleksandrov, A. Zayonts and A. Pshenichniy provided their written opinions on the items of the agenda of the BOD meeting of PJSC "Magnit".
The number of the BOD members participating in the meeting, including written opinions of
K. Pombukhchan, A. Aleksandrov, A. Zayonts 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.
Voting Results:
Items 1-20:
A. Aleksandrov - "for", S. Galitskiy - "for", V. Gordeychuk - "for", A. Zayonts - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for".
The decisions were made.
Content of the decisions and voting results:
Item 1 on the agenda:
"To take into consideration the report of the HR and Remuneration Committee of the PJSC "Magnit" Board of Directors on the performance evaluation of PJSC "Magnit" Board of Directors in 2016".
Item 2 on the agenda:
"To approve the PJSC "Magnit" annual report for the year 2016 and submit it for consideration of the General shareholders meeting of the Company".
Item 3 on the agenda:
"To approve recommendations to the AGM of PJSC "Magnit" on the distribution of profit and loss of PJSC "Magnit" following the 2016 reporting year results, including the dividend amount on shares of the Company, the procedure of its payment, and the dividend record date.
According to the recommendations of the Board of Directors of PJSC "Magnit" it was proposed:
1. To pay dividends on ordinary certified shares of PJSC "Magnit" following the 2016 reporting year results in the amount of 6,374,380,940.55 rubles, which accounts for 67.41 rubles per ordinary share.
2. To approve the following procedure of dividends payment:
• Payment of dividends shall be executed in monetary funds;
• The following date shall be determined as the dividend record date: June 23, 2017;
• Payment of dividends shall be executed pursuant to the procedure and within the time limit established by the legislation of the Russian Federation".
Item 4 on the agenda:
"To approve the Report on the related party transactions executed by PJSC "Magnit" in 2016".
Item 5 on the agenda:
"To call the AGM of PJSC "Magnit".
Item 6 on the agenda:
"To hold the AGM of PJSC "Magnit" in the form of a meeting (joint presence of shareholders to discuss the agenda items and make decisions on the voting items with preliminary submission of voting ballots prior to the holding of the AGM)".
Item 7 on the agenda:
"To appoint the AGM of PJSC "Magnit" on June 8, 2017 at 11:00 AM, to appoint the registration of the meeting participants on June 8, 2017 at 10:00 AM.
Venue: 3-rd floor, conference hall, 15/5 Solnechnaya street, Krasnodar, Russia".
Item 8 on the agenda:
"To determine the postal address to send the filled voting ballots: 15/5 Solnechnaya street, Krasnodar, 350072, Russia".
Item 9 on the agenda:
"To determine May 15, 2017 as the PJSC "Magnit" AGM record date".
Item 10 on the agenda:
"To ratify the following agenda of the AGM of PJSC "Magnit":
1. Approval of the PJSC "Magnit" annual report for the year 2016.
2. Approval of the annual accounting (financial) reports of PJSC "Magnit".
3. Approval of allocation of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the 2016 reporting year results.
4. Election of the Board of directors of PJSC "Magnit".
5. Election of the Revision commission of PJSC "Magnit".
6. Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the Russian accounting standards.
7. Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the IFRS".
To approve the position of the PJSC "Magnit" Board of Directors on the AGM agenda items".
Item 11 on the agenda:
"To approve the text of the announcement of the AGM and, according to the clause 13.10 of the PJSC "Magnit" Charter, to publish this announcement on the official website of the Company on the information and telecommunications network "Internet" in the Russian version - http://ir.magnit.com/tsentr-aktsionera/sobraniya-aktsionerov/, in the English version - http://ir.magnit.com/en/shareholder-center/agm-egm-voting/, on or before May 5, 2017".
Item 12 on the agenda:
"To approve the following list of information materials to be presented to the shareholders entitled to participate in the AGM within the period of preparation for the AGM:
annual report of PJSC "Magnit" for the year 2016;
annual accounting reports of PJSC "Magnit" for the 2016 reporting year, including the auditor's report;
consolidated financial statements of PJSC "Magnit" for the year 2016 prepared in accordance with IFRS including the auditor's report;
consolidated financial statements of PJSC "Magnit" for the year 2016 prepared in accordance with the Federal law No. 208-FZ of 27.07.2010 "On the consolidated financial statements", including the auditor's report;
Report on the related party transactions executed by PJSC "Magnit" in 2016;
report of the Revision commission PJSC "Magnit" on the results of the audit of the annual accounting reports of the Company for the year 2016 and on the fairness of data contained in the annual report of the Company for the year 2016, and on the fairness of data contained in the Report on the related party transactions executed by PJSC "Magnit" in 2016;
evaluation of the auditor's report on the of PJSC "Magnit" for the year 2016 prepared by the Audit committee of the PJSC "Magnit" Board of directors;
evaluation of the auditor's report on the consolidated financial statements of the group of PJSC "Magnit" companies for the year 2016 in accordance with IFRS prepared by the Audit committee of the PJSC "Magnit" Board of directors;
recommendations of the Company's Board of directors on the allocation of profit, including the amount of dividend on PJSC "Magnit" shares, the dividend record date, and loss of the Company following the 2016 reporting year results;
information on the candidates
information on the candidates
information on the candidates
draft decisions of the AGM on the agenda items;
position of the PJSC "Magnit" Board of Directors on the AGM agenda items.
To authorize the sole executive body to provide access to the above mentioned information materials starting from May 18, 2017 from 10:00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) in PJSC "Magnit" headquarters at the following address: 15/5 Solnechnaya street, Krasnodar, Russia, tel. (861) 210-98-10 x 14992".
Item 13 on the agenda:
"To approve the form and the text of the voting ballots on agenda items which shall be considered at the AGM of PJSC "Magnit", and formulations of the decisions on the AGM agenda items of PJSC "Magnit", which shall be sent in electronic form (in the form of electronic documents) to nominee shareholders registered in the register of shareholders of PJSC "Magnit" at the PJSC "Magnit" AGM on the agenda items".
Item 14 on the agenda:
"To approve the following list of candidates to be elected to the Board of directors of PJSC "Magnit" at the AGM of the Company:
1) Aleksandr Aleksandrov;
2) Alexey Pshenichniy;
3) Dmitriy Chenikov;
4) Khachatur Pombukhchan;
5) Sergey Galitskiy;
6) Aslan Shkhachemukov;
7) Vladimir Gordeychuk".
Item 15 on the agenda:
"To approve the following list of candidates to be elected to the Revision commission of PJSC "Magnit" at the AGM of the Company:
1) Roman Efimenko;
2) Irina Tsyplenkova;
3) Lyubov Shaguch".
Item 16 on the agenda:
"To determine remuneration for the services of the auditor in accordance with the Russian Accounting Standards for the audit of the accounting (financial) reports of PJSC "Magnit" for the year 2017 in the amount of not more than 350,000 (three hundred and fifty thousand) rubles excl. VAT".
Item 17 on the agenda:
"To appoint Andrey Arutyunyan the Deputy chairman of the Management Board of PJSC "Magnit".
Item 18 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of Retail Import LLC to make the following decisions at the exercise of the voting right on shares in the charter capital of Retail Import LLC owned by the Company:
"1. To approve the annual financial statements of Retail Import LLC for the financial year 2016.
2. To approve the Limited Liability Company Audit firm "Faber Leks" (Principal State Registration Number 1022301213197, Taxpayer Id. Number 2308052975, address: 144/2 Krasnykh Partizan, Krasnodar, 350049) as the auditor of Retail Import LLC for 2017 under the Russian accounting standards.
3. To determine the amount of payment for the services of the audit of financial statements of Retail Import LLC for 2017 by the auditor under the Russian accounting standards LLC AF "Faber Leks" in the amount of not more than 287,000 (Two hundred and eighty seven thousand) rubles excluding VAT".
Item 19 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of LLC "Alkotrading" to make the following decision at the exercise of the voting right on shares in the charter capital of LLC "Alkotrading" owned by the Company:
"To approve the annual financial statements of LLC "Alkotrading" for the financial year 2016".
Item 20 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of LLC "Tandem" to make the following decision at the exercise of the voting right on shares in the charter capital of LLC "Tandem" owned by the Company:
"To approve the annual financial statements of LLC "Tandem" for the financial year 2016.
Items of the agenda of PJSC "Magnit" Board of Directors are related to the exercise of rights on ordinary registered uncertified shares, state registration number 1-01-60525-P of 04.03.2004, International Stock Identification Number (ISIN) RU000A0JKQU8.
For further information, please contact:
| Timothy Post | Head of Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 |
| Investor Relations Office | MagnitIR@magnit.ru Direct Line: +7-861-277-4562 Website: ir.magnit.com/ |
| Media Inquiries | Media Relations Department press@magnit.ru |
Company description:
Public Joint Stock Company "Magnit" is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2017, Magnit operated 35 distribution centers and 14,089 stores (10,540 convenience, 427 hypermarkets and 3,122 drogerie stores) in 2,494 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS results for 2016, Magnit had revenues of RUB 1,075 billion and an EBITDA of RUB 108 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: 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.
