Press-release
Krasnodar
June 8, 2017
PJSC "Magnit" Announces AGM Results
Krasnodar, Russia (June 8, 2017): Magnit PJSC, one of Russia's leading retailers (the "Company"; MOEX and LSE: MGNT), announces the results of the Annual General Shareholders Meeting and the dividend payment.
Type of the general meeting (annual (ordinary), extraordinary) - annual (ordinary).
Form of the general meeting - meeting (joint presence).
Date, venue and time of the general meeting:
Date of AGM: June 8, 2017.
Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.
Time: 11:00 am - 11:30 am Moscow time.
Quorum of AGM:
Number of votes on the Company's voting shares on each agenda item of the AGM, determined in accordance with the provisions of the clause 4.20 of the Regulations on the additional requirements to the procedure of preparation, calling and holding of the general shareholders meeting, approved by the order of the Federal Financial Markets Service of Russia as of February 2, 2012, No. 12-6/pz-n:
on the agenda item No.1 "Approval of the PJSC "Magnit" annual report for the year 2016" - 94,561,345 votes;
on the agenda item No.2 "Approval of the annual accounting (financial) reports of PJSC "Magnit" - 94,561,345 votes;
on the agenda item No.3 "Approval of allocation of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the 2016 reporting year results" - 94,561,345 votes;
on the agenda item No.4 "Election of the Board of directors of PJSC "Magnit" - 661,929,415 votes;
on the agenda item No.5 "Election of the Revision commission of PJSC "Magnit" - 60,295,477 votes;
on the agenda item No.6 "Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the Russian accounting standards" - 94,561,345 votes;
on the agenda item No.7 "Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the IFRS" - 94,561,345 votes.
Number of votes of shareholders who participated in the general meeting:
on the agenda item No.1 "Approval of the PJSC "Magnit" annual report for the year 2016" - 73,367,562 votes;
on the agenda item No.2 "Approval of the annual accounting (financial) reports of PJSC "Magnit" - 73,367,562 votes;
on the agenda item No.3 "Approval of allocation of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the 2016 reporting year results" - 73,367,562 votes;
on the agenda item No.4 "Election of the Board of directors of PJSC "Magnit" - 497,157,590 votes;
on the agenda item No.5 "Election of the Revision commission of PJSC "Magnit" - 39,120,511 votes;
on the agenda item No.6 "Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the Russian accounting standards" - 73,367,562 votes;
on the agenda item No.7 "Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the IFRS" - 73,367,562 votes.
Quorum is present to adopt the decisions on all the agenda items of the annual General shareholders meeting of PJSC "Magnit".
Agenda:
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.
Voting results:
On the 1st agenda item "Approval of the PJSC "Magnit" annual report for the year 2016":
«for» - 73,340,323 votes, which amounts to 99.9629% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 2,145 votes, which amounts to 0.0029% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 25,094 votes, which amounts to 0.0342% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the PJSC "Magnit" annual report for the year 2016".
On the 2nd agenda item "Approval of the annual accounting (financial) reports of PJSC "Magnit":
«for» - 73,342,469 votes, which amounts to 99.9658% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 25,093 votes, which amounts to 0.0342% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the annual accounting (financial) reports of PJSC "Magnit" for the year 2016".
On the 3rd agenda item "Approval of allocation of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the 2016 reporting year results":
«for» - 73,367,562 votes, which amounts to 100.00% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 0 votes, which amounts to 0.00% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the following allocation of PJSC "Magnit" profit following the 2016 reporting year results:
1) To pay dividends on ordinary registered shares of PJSC "Magnit" in the amount of 6,374,380,940.55 rubles (Six billion three hundred and seventy four million three hundred and eighty thousand nine hundred and forty rubles fifty five kopecks), which amounts to 67.41 rubles (Sixty seven rubles forty one kopecks) per one ordinary share.
To pay dividends as follows:
a. payment of dividends shall be executed in monetary funds;
b. to appoint the following dividend record date: June 23, 2017;
c. to pay dividends in accordance with the procedure and within the time limit established by the legislation of the Russian Federation.
2) To pay the following remuneration to the members of the Board of directors of PJSC "Magnit":
a. to pay remuneration for participation in the Board of directors in the amount determined by the "Regulations on the Board of directors of PJSC "Magnit",
b. not to pay the year-end remuneration.
3) Not to pay remuneration to the members of the Revision commission of PJSC "Magnit".
4) Not to pay year-end remuneration to the members of the Management Board of PJSC "Magnit".
5) To direct the unallocated net profit for the development of PJSC "Magnit".
On the 4th agenda item "Election of the Board of directors of PJSC "Magnit":
«for» the candidates - 488,242,535 votes, which amounts to 98.2068% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against all candidates» - 190,218 votes, which amounts to 0.0383% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained regarding all candidates» - 8,708,315 votes, which amounts to 1.7516% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Votes cast «for» the election of the corresponding candidate is as follows:
Aleksandr Aleksandrov - 119,332,451 votes;
Alexey Pshenichniy - 119,441,523 votes;
Dmitry Chenikov - 60,066,445 votes;
Khachatur Pombukhchan - 45,356,533 votes;
Sergey Galitskiy - 53,972,788 votes;
Aslan Shkhachemukov - 45,038,919 votes;
Vladimir Gordeychuk - 45,033,876 votes.
Adopted decision:
"To elect the following seven candidates to the Board of directors of PJSC "Magnit":
Aleksandr Aleksandrov
Alexey Pshenichniy;
Dmitry Chenikov;
Khachatur Pombukhchan;
Sergey Galitskiy;
Aslan Shkhachemukov";
Vladimir Gordeychuk.
On the 5th agenda item "Election of the Revision commission of PJSC "Magnit":
on Roman Efimenko as a candidate:
«for» - 37,196,162 votes, which amounts to 95.0810% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,681,681 votes, which amounts to 4.2987% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 242,668 votes, which amounts to 0.6203% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
on Irina Tsyplenkova as a candidate:
«for» - 35,502,390 votes, which amounts to 90.7513% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 2,073,869 votes, which amounts to 5.3012% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 1,544,252 votes, which amounts to 3.9474 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
on Lyubov Shaguch as a candidate:
«for» - 37,196,162 votes, which amounts to 95.0810% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,681,681 votes, which amounts to 4.2987% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 242,668 votes, which amounts to 0.6203% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To elect the following three candidates to the Revision commission of PJSC "Magnit":
Roman Efimenko;
Irina Tsyplenkova;
Lyubov Shaguch".
On the 6th agenda item "Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the Russian accounting standards"
«for» - 69,416,170 votes, which amounts to 94.6143% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,755,308 votes, which amounts to 2.3925% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 2,196,084 votes, which amounts to 2.9933% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve the Limited Liability Company Audit firm "Faber Lex" (Taxpayer Id. Number 2308052975, location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region) as the auditor of PJSC "Magnit" statements prepared in accordance with the Russian accounting standards".
On the 7th agenda item "Approval of the auditor of PJSC "Magnit" statements prepared in accordance with the IFRS":
«for» - 69,416,170 votes, which amounts to 94.6143% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 1,755,308 votes, which amounts to 2.3925% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 2,196,084 votes, which amounts to 2.9933% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Adopted decision:
"To approve Ernst & Young Limited Liability Company (Taxpayer Id. Number 7709383532, location: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035) as the auditor of PJSC "Magnit" statements prepared in accordance with the IFRS".
The minutes w/o No. are executed as of June 8, 2017.
Identification characteristics of securities the holders of which are entitled to participate in the general shareholders meeting of the issuer: ordinary registered uncertified shares, state registration number
1-01-60525-P of 04.03.2004, International Stock Identification Number (ISIN) RU000A0JKQU8.
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation which came into effect on 3 July 2016.
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 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.
