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MAGNIT PJSC (MGNT)
Magnit Announces the Results of the BOD Meeting, Including the Decision to
Call the AGM and Determination of the Record Date
18-May-2018 / 08:56 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Press Release
Krasnodar
May 18, 2018
Magnit Announces the Results of the BOD Meeting, Including the Decision to
Call the AGM and Determination of the Record Date
Krasnodar, May 18, 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 May 17, 2018.
Please be informed that on May 17, 2018 the BOD meeting was held (minutes of
the BOD meeting of PJSC "Magnit" are w/o No. of May 17, 2018).
The meeting agenda:
1) Determination of priority guidelines and strategy of PJSC "Magnit".
2) Approval of recommendations to the PJSC "Magnit" General shareholders
meeting on distribution of profits and losses of the Company following
2017 reporting year results, including the dividend amount on shares of
the Company, the procedure of its payment and on the dividend record date.
3) Calling of the annual General shareholders meeting of PJSC "Magnit.
4) Determination of the form of the annual General shareholders meeting of
PJSC "Magnit".
5) Determination of the date, time and venue of the annual General
shareholders meeting of PJSC "Magnit".
6) Determination of the postal address to which the completed voting
ballots shall be delivered.
7) Determination of the record date for the annual General shareholders
meeting of PJSC "Magnit".
8) Determination of the agenda of the annual General shareholders meeting
of PJSC "Magnit".
9) Determination of the procedure for shareholders notification of the
holding of the annual General shareholders meeting of PJSC "Magnit".
10) Determination of the list of information (materials) provided to
shareholders to prepare to the holding of the annual General shareholders
meeting of PJSC "Magnit", and the procedure of its provision.
11) Determination of the form and the text of the voting ballots on the
items to be considered at the annual General shareholders meeting of PJSC
"Magnit".
12) Determination of the position of the Board of Directors on the agenda
items of the annual General shareholders meeting of PJSC "Magnit".
13) Approval of the list of nominees to be elected to the PJSC "Magnit"
Board of Directors at the annual General shareholders meeting of the
Company".
14) Approval of the list of nominees to be elected to the PJSC "Magnit"
Revision commission at the annual General shareholders meeting of the
Company.
15) Determination of the remuneration amount for the PJSC "Magnit"
auditor's services.
16) Determination of the position of the PJSC "Magnit" representative at
the exercise of the voting right on shares in the charter capital of JSC
"Tander" owned by the Company.
17) Determination of the position of the PJSC "Magnit" representative at
the exercise of the voting right on shares in the charter capital of
Retail Import LLC owned by the Company.
7 (seven) of the 7 (seven) BOD members participating in the BOD meeting were
present.
Quorum to hold the BOD meeting with this agenda is present.
Voting Results:
Items 1-17:
Mowat Gregor William - "for", Demchenko Timothy - "for", Simmons James Pat -
"for", Makhnev Alexey Petrovich - "for", Foley Paul Michael - "for",
Prysyazhnyuk Alexander Mikhailovich - "for", Ryan Charles Emmitt - "for".
The decisions were made.
Content of the decisions:
Item 1 on the agenda:
"To approve the updated strategy for pharmacy retail development, which
includes development of pharmacies in cosmetics stores and close to checkout
areas of Magnit grocery stores, as well as development of a logistics
platform in order to provide the company pharmacy chain with direct
contracts with manufacturers".
Item 2 on the agenda:
"To approve recommendations to the Annual General Shareholders Meeting of
PJSC "Magnit" (AGM) on the distribution of profit and loss of PJSC "Magnit"
following the results of 2017 reporting year, including the dividend amount
on shares of the Company, the procedure of its payment, and the dividend
record date.
The Board of Directors of PJSC "Magnit" recommends the following:
1. To pay dividends on ordinary registered shares of PJSC "Magnit" following
the results of 2017 reporting year in the amount of 13,808,988,602.50
rubles, which accounts for 135.50 rubles per one ordinary share.
2. To approve the following procedure of dividend payment:
* Payment of dividends shall be made in monetary funds;
* The following date shall be determined as the dividend record date: July
06, 2018;
* Payment of dividends shall be made pursuant to the procedure and within
the time limit stipulated by the legislation of the Russian Federation".
Item 3 on the agenda:
"To call the AGM of PJSC "Magnit".
Item 4 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 5 on the agenda:
"To appoint the AGM of PJSC "Magnit" on June 21, 2018 at 11:00 AM, to
appoint the registration of the meeting participants on June 21, 2018 at
10:00 AM.
Venue: 15/4 Solnechnaya street, Krasnodar, Russia".
Item 6 on the agenda:
"To determine the postal address to send the completed voting ballots: 15/5
Solnechnaya street, Krasnodar, 350072, Russia".
Item 7 on the agenda:
"To determine May 28, 2018 as the PJSC "Magnit" AGM record date".
Item 8 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 2017.
2. Approval of the annual accounting (financial) reports of PJSC "Magnit".
3. Approval of distribution of profit (including payment (declaration) of
dividends) of PJSC "Magnit" following the results of 2017 reporting year.
4. Remuneration and reimbursement of expenses to the members of the Board of
directors of PJSC "Magnit".
5. Remuneration and reimbursement of expenses to the members of the Revision
Commission of PJSC "Magnit".
6. Election of the members of Board of directors of PJSC "Magnit".
7. Election of the members of the Revision Commission of PJSC "Magnit".
8. Approval of the auditor of PJSC "Magnit" statements prepared in
accordance with the Russian accounting standards.
9. Approval of the auditor of PJSC "Magnit" statements prepared in
accordance with the IFRS.
10. Approval of the Charter of PJSC "Magnit"in the new edition.
11. Approval of the Regulations on the General shareholders meeting of PJSC
"Magnit" in the new edition.
12. Approval of the Regulations on the Board of Directors of PJSC "Magnit"
in the new edition.
13. Approval of the Regulations on the collegial executive body (Management
Board) of PJSC "Magnit" in the new edition.
Item 9 on the agenda:
"To approve the text of the AGM announcement and, according to the clause
13.10 of the PJSC "Magnit" Charter, to publish this announcement on the
official website of the Company in Russian at
http://ir.magnit.com/tsentr-aktsionera/sobraniya-aktsionerov/ [1], and in
English at http://ir.magnit.com/en/shareholder-center/agm-egm-voting/ [2] on
or before May 21, 2018".
Item 10 on the agenda:
"To determine 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:
1) Annual Report of PJSC "Magnit" for the year 2017;
2) Report on the related party transactions executed by PJSC "Magnit" in
2017;
3) Recommendations of the Board of Directors to the PJSC Magnit" General
shareholders meeting on profit and loss distribution of the Company
following the results of 2017 reporting year, including the dividend amount
on shares of the Company, the procedure of its payment and the dividend
record date;
4) Position of the Board of Directors on the AGM agenda;
5) Draft decisions on the agenda items of the AGM of PJSC "Magnit" to be
submitted electronically (in the form of electronic documents) to the
nominee holders of shares registered in the shareholders register of PJSC
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May 18, 2018 02:56 ET (06:56 GMT)
