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MAGNIT PJSC (MGNT)
Magnit Announces the Results of the BOD Meeting, Including the Decision to
Call the EGM and Determination of the Record Date
16-Feb-2018 / 12:08 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Press Release
Krasnodar
February 16, 2018
Magnit Announces the Results of the BOD Meeting, Including the Decision to
Call the EGM and Determination of the Record Date
Krasnodar, February 16, 2018: 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 February 16, 2018.
Please be informed that on February 16, 2018 the BOD meeting was held
(minutes of the BOD meeting of PJSC "Magnit" are w/o No. of February 16,
2018).
The meeting agenda:
1. Termination of powers of the Chairman of the Board of Directors of PJSC
"Magnit";
2. Election of the Chairman of the Board of Directors of PJSC "Magnit";
3. Election of the Deputy Chairman of the Board of Directors of PJSC
"Magnit";
4. Early termination of powers of the sole executive body (chief executive
officer) and the chairman of the collegiate executive body (Management
Board) of PJSC "Magnit";
5. Appointment of the sole executive body (chief executive officer) and the
chairman of the collegiate executive body (Management Board) of PJSC
"Magnit";
6. On consideration of the PJSC "Magnit" shareholder's request to call the
extraordinary General shareholders meeting of PJSC "Magnit";
7. Calling of the extraordinary General shareholders meeting of PJSC
"Magnit";
8. Determination of the form of the extraordinary General shareholders
meeting of PJSC "Magnit";
9. Determination of the date, time and venue of the extraordinary General
shareholders meeting of PJSC "Magnit";
10. Determination of the postal address to which the completed voting
ballots shall be delivered;
11. Determination of the record date for the extraordinary General
shareholders meeting of PJSC "Magnit";
12. Determination of the agenda of extraordinary General shareholders
meeting of PJSC "Magnit";
13. Determination of procedure of notification of shareholders of the
holding of the extraordinary General shareholders meeting of PJSC "Magnit";
14. Determination of the final date to accept proposals of shareholders on
candidates to be elected to the Board of Directors of PJSC "Magnit";
15. Determination of the list of information (materials) to be provided to
shareholders to prepare to the holding of the extraordinary General
shareholders meeting of PJSC "Magnit" and the procedure of its provision.
The following BOD members were present: V. Gordeychuk and A. Shkhachemukov.
A. Aleksandrov, S. Galitskiy, K. Pombukhchan, D. Chenikov, 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
A. Aleksandrov, S. Galitskiy, K. Pombukhchan, D. Chenikov 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 1-15:
A. Aleksandrov - "for", S. Galitskiy - "for", V. Gordeychuk - "for", K.
Pombukhchan - "for", A. Pshenichniy - "for", D. Chenikov - "for", , A.
Shkhachemukov - "for".
The decisions were made.
Content of the decisions and voting results:
Item 1 on the agenda:
"To early terminate the powers of Khachatur Pombukhchan as a Chairman of the
Board of Directors of PJSC "Magnit", the termination date shall be February
16, 2018".
Item 2 on the agenda:
"To elect Aslan Shkhachemukov as a Chairman of the Board of Directors of
PJSC "Magnit".
Item 3 on the agenda:
"To elect Alexey Pshenichniy as a Deputy Chairman of the Board of Directors
of PJSC "Magnit".
Item 4 on the agenda:
"To early terminate the powers of Sergey Galitskiy, a chief executive
officer of PJSC "Magnit", the termination date shall be February 16, 2018.
From the same date to terminate the powers of Sergey Galitskiy as a Chairman
and a member of the Management Board of PJSC "Magnit".
Item 5 on the agenda:
"To elect Khachatur Pombukhchan as a chief executive officer of PJSC
"Magnit" for a term of three years (passport: Information is not disclosed
according to the Federal Law "On Personal Data"), the date of entry into
office shall be February 17, 2018. From the same date to elect Khachatur
Pombukhchan as a Chairman of the Management Board of PJSC "Magnit".
To conclude the employment agreement with Khachatur Pombukhchan and to
authorize Aslan Shkhachemukov, a member of the Board of Directors of PJSC
"Magnit", to sign the employment agreement with the chief executive officer
of PJSC "Magnit" on behalf of the Company.
To authorize Khachatur Pombukhchan, a chief executive officer of PJSC
"Magnit", to exercise measures necessary for the state registration of
changes entered into the Uniform State Register of Legal Entities".
Item 6 on the agenda:
"In accordance with the article 55 of the Federal Law "On Joint-Stock
Companies" to satisfy the request of Sergey Galitskiy, a Company's
shareholder of not less than 10 per cent of the Company's voting shares, to
call the extraordinary General shareholders meeting of PJSC "Magnit" with
the following agenda:
1) Early termination of powers of the members of PJSC "Magnit" Board of
Directors.
2) Election of members of PJSC "Magnit" Board of Directors."
Item 7 on the agenda:
"To call the extraordinary General shareholders meeting of PJSC "Magnit".
Item 8 on the agenda:
"To hold the extraordinary General shareholders meeting 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 General shareholders meeting".
Item 9 on the agenda:
"To appoint the General shareholders meeting of PJSC "Magnit" on April 19,
2018 at 11:00 AM, to appoint the registration of the meeting participants on
April 19, 2018 at 10:00 AM.
The meeting shall be held at the following address: 3-rd floor, conference
hall, 15/5 Solnechnaya Street, Krasnodar, Russia".
Item 10 on the agenda:
"To determine the postal address to send the completed voting ballots: 15/5
Solnechnaya Street, Krasnodar, 350072, Russia".
Item 11 on the agenda:
"To determine February 27, 2018 as the record date of the extraordinary
General shareholders meeting of PJSC "Magnit".
Item 12 on the agenda:
"To approve the following agenda of the extraordinary General shareholders
meeting of PJSC "Magnit":
1) Early termination of powers of the members of PJSC "Magnit" Board of
Directors.
2) Election of members of PJSC "Magnit" Board of Directors."
Item 13 on the agenda:
"To approve the text of the announcement of the holding of the extraordinary
General shareholders meeting of PJSC "Magnit" and according to the clause
13.10 of the Charter of PJSC "Magnit" to publish this announcement on the
official website of the Company on the information and telecommunications
network "Internet" in the Russian version at
http://ir.magnit.com/tsentr-aktsionera/sobraniya-aktsionerov/ [1], in the
English version at
http://ir.magnit.com/en/shareholder-center/agm-egm-voting/ [2] by February
27, 2018 inclusive".
Item 14 on the agenda:
"To determine March 19, 2018 as the final date to submit proposals of
shareholders on candidates to be elected to the Board of Directors of PJSC
"Magnit".
Item 15 on the agenda:
"To approve the following list of information (materials) to be presented to
the shareholders entitled to participate in the extraordinary General
shareholders meeting of PJSC "Magnit" within the period of preparation for
the extraordinary General shareholders meeting of PJSC "Magnit":
1) information on the candidates to be elected to the Board of Directors of
PJSC "Magnit" and on their written consent to election;
(MORE TO FOLLOW) Dow Jones Newswires
February 16, 2018 06:08 ET (11:08 GMT)
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