DJ Magnit Announces the Results of the BOD Meeting, Including the Decision to Call the AGM and Determination of the Record Date
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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
(MORE TO FOLLOW) Dow Jones Newswires
May 18, 2018 02:56 ET (06:56 GMT)
DJ Magnit Announces the Results of the BOD Meeting, -2-
"Magnit" for the AGM of PJSC "Magnit";
6) Draft Charter of PJSC "Magnit" in the new edition;
7) Information on amendments to the Charter of PJSC "Magnit";
8) Draft Regulations on the General shareholders meeting of PJSC "Magnit" in
Russian;
9) Information on amendments to Regulations on the General shareholders
meeting of PJSC "Magnit";
10) Draft Regulations on the Board of Directors of PJSC "Magnit";
11) Information on amendments to Regulations on the Management Board of PJSC
"Magnit";
12) Draft Regulations on collegial executive body (Management Board) of PJSC
"Magnit";
13) Information on amendments to Regulations on collegial executive body
(Management Board) of PJSC "Magnit";
14) Report of the Revision Commission of PJSC "Magnit" on the results of the
audit of financial and operational activities of PJSC "Magnit", annual
accounting reports of the Company for the year 2017 and on the fairness of
the representations contained in the annual report of the Company for the
year 2017, and on the fairness of the representations contained in the
Report on the related party transactions executed by PJSC "Magnit" in 2017
in accordance with the Federal law "On Joint Stock Companies";
15) Evaluation of the auditor's report on the accounting report of PJSC
"Magnit" for the year 2017 prepared by the Audit Committee of the PJSC
"Magnit" Board of directors;
16) Evaluation of the auditor's report on the consolidated financial
statements of the PJSC "Magnit" Group of companies for the year 2017 in
accordance with IFRS and the Federal Law as of July 27, 2010 No. 208-FZ "On
Consolidated Financial Statements" prepared by the Audit Committee of the
PJSC "Magnit" Board of directors;
17) Information on the candidates to be elected to the Board of directors of
PJSC "Magnit" and on their written consent to election;
18) Information on the candidates to be elected to the Revision Commission
of PJSC "Magnit" and on their written consent to election;
19) Information on the candidates to be elected as the auditor of PJSC
"Magnit".
Item 11 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
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 12 on the agenda:
"To approve the position of the Board of Directors of PJSC Magnit on the AGM
agenda items."
Item 13 on the agenda:
"To take note of the information about refusals of Galitskiy S.N.,
Arutyunyan A.N., Pombukhchan K.E., Chenikov D.I., Pshenichniy A.A. and
Gordeychuk V.E. to be elected to the Board of Directors at the annual
general shareholders meeting of PJSC "Magnit" following the results of 2017
and to participate in the work of the Board of Directors of PJSC "Magnit".
Taking into account the assessment of the HR and Remuneration Committee of
the Board of Directors, to include the following candidates into the list of
candidates to be elected to the Board of Directors at the annual general
shareholders meeting of PJSC "Magnit" following the results of 2017: Mowat
G. W., Demchenko T., Simmons J. P., Makhnev A. P., Foley P. M., Prisyazhnyuk
A. M., Ryan Charles E.; in accordance with paragraph 7 of article 53 of the
Federal law of 26.12.1995 - 208-FZ "On joint stock companies" to approve the
list of candidates for election to the Board of Directors at the annual
general shareholders meeting of PJSC "Magnit" following the results of 2017:
1) Mowat Gregor William;
2) Demchenko Timothy;
3) Simmons James Pat;
4) Makhnev Alexey Petrovich;
5) Foley Paul Michael;
6) Prysyazhnyuk Alexander Mikhailovich;
7) Ryan Charles Emmitt".
Item 14 on the agenda:
"To approve the following list of candidates to be elected to the Revision
commission of PJSC "Magnit" at the annual general shareholders meeting of
the Company:
1) Efimenko Roman;
2) Tsyplenkova Irina;
3) Neronov Alexey."
Item 15.1 on the agenda:
"To determine the remuneration for the audit services of the accounting
(financial) reports of PJSC "Magnit" for the year 2018 in the amount not
exceeding 350,000 (three hundred and fifty thousand) rubles excl. VAT."
Item 15.2 on the agenda:
"To determine remuneration for the review of the interim condensed
consolidated financial statements for the first half of 2018 and for the
audit of the consolidated financial statements for 2018 prepared in
accordance with International Financial Reporting Standards (including
consolidated financial statements prepared in accordance with the Federal
Law No. 208-FZ dated 27.07.2010 "On Consolidated Financial Statements") in
the amount not exceeding 77,000,000.00 (seventy seven million) rubles (incl.
VAT)."
Item 16 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole
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:
"1. To approve the annual report, annual financial statements of JSC
"Tander" for 2017 as well as to approve the following profit distribution of
JSC "Tander" following the results of 2017 reporting year:
1.1 To pay dividends on ordinary registered shares of JSC "Tander" in the
amount of 5,800,000,000 (five billion eight hundred million) rubles which
amounts to 0.58 rubles (fifty eight kopecks) per one ordinary share.
To pay the dividends as follows:
a) To pay dividends in monetary form;
b) To pay dividends according to the procedure and terms stipulated by the
legislation of the Russian Federation;
c) To determine the following date as the record date of shareholders
entitled to receive dividends: June 7, 2018.
1.2 Not to pay remuneration to the Revision Commission of JSC "Tander".
1.3 To keep the remaining part of net profit as undistributed.
2. To elect the following members to the Revision Commission of JSC
"Tander":
- Efimenko Roman;
- Tsyplyonkova Irina;
- Neronov Alexey.
3. To approve Limited Liability Company Audit Firm "Faber Leks" (Taxpayer
Identification Number 2308052975, address: 144/2 Krasnykh Partizan,
Krasnodar, 350049) as the auditor of JSC "Tander" under the Russian
accounting standards.
4. To determine the amount of payment for the audit services of the
accounting (financial) statements of JSC "Tander" for 2018 under the Russian
accounting standards in the amount of not more than 5,700,000 (five million
seven hundred thousand) rubles excluding VAT.
5. To close the branch in Tomsk of Tomsk region located at the following
address: building 1, 43 Hertsena street, Tomsk, Tomsk region, 634061,
Russian Federation".
Item 17 on the agenda:
"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of LLC Retail Import to make the following decision at the
exercise of the voting right on shares in the charter capital of LLC Retail
Import owned by the Company:
"To give consent to the future execution of the major transaction -
additional agreement to the Agreement on the bank guarantee agreement No.
KRD/GAR/012/16 as of 16.12.2016 (hereinafter - "the Agreement") between LLC
Retail Import (Taxpayer Identification Number 2310105783) (hereinafter -
"the Client") and the Public joint-stock company ROSBANK (hereinafter - "the
Bank"), in accordance with which the Agreement will continue to have effect
on the following terms and conditions:
1. At the Client's request the Bank shall provide the bank guarantees
(hereinafter - the Guarantee/Guarantees) pursuant to the terms and
procedures set out in the Agreement, and the Client shall reimburse all the
amounts paid by the Bank under or in connection with the Agreement, pay
commissions due to the Bank and perform other obligations under the
Agreement in full.
2. The maximum total amount (as of any issue date of the Guarantee) of all
existing Guarantees including the Guarantee to be issued shall not exceed
1,000,000,000 (One billion) rubles or equal amount in US dollars or EURO at
the rate of the Bank of Russia;
3. The period of Guarantees issue at the Client's request under the
Agreement is until April 30, 2019 (inclusive);
4. The validity period of each Guarantee shall not exceed 12 (twelve) months
(MORE TO FOLLOW) Dow Jones Newswires
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from the effective date of the Guarantee, and shall not expire on the date
later than April 30, 2019 (inclusive);
5. The Client shall pay commission to the Bank for the obligation on each
issued Guarantee calculated on the basis of the rate in percent per annum
which shall not exceed 10 (ten) percent per annum of the issued Guarantee
amount;
6. The commission amount for the Guarantee issue shall not exceed 10 (ten)
percent per annum of the issued Guarantee amount. The commission amount for
the amendment of the Guarantee terms shall not exceed 10 (ten) percent per
annum of the issued Guarantee amount. The commission amount in case of
payment by the Bank of the Guarantee amount to the beneficiary shall not
exceed 10 (ten) percent per annum of the issued Guarantee amount.
The terms, procedure of the Guarantees issue, the amount of Client's
liability for the failure to perform and improper performance of obligations
shall be determined by the Agreement;
7. The Agreement shall come into effect from the date of execution and
remain in effect until all obligations under the Agreement are properly and
fully performed by the Client.
Hereby to provide the Chief Executive Officer of Retail Import LLC with the
right to sign the additional agreements which amend the terms and conditions
of the Agreement, including but not limited to the change of the maximum
amount of the Guarantees, the period of the Guarantees issue, the validity
period of the Guarantees, amounts of commissions within the limits hereof."
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 [3] (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
Dina Svishcheva Deputy Director, Investor Relations
Email: Chistyak@magnit.ru
Office: +7-861-277-4554 x 15101
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, 2018, Magnit operated 37 distribution centers
and 16,625 stores (12,283 convenience, 242 hypermarkets, 210 Magnit Family
stores and 3,890 drogerie stores) in 2,764 cities and towns throughout 7
federal regions of the Russian Federation.
In accordance with the audited IFRS results for 2017, Magnit had revenues of
RUB 1,143 billion and an EBITDA of RUB 92 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.
ISIN: US55953Q2021
Category Code: MSCU
TIDM: MGNT
LEI Code: 2534009KKPTVL99W2Y12
OAM Categories: 2.2. Inside information
Sequence No.: 5560
EQS News ID: 687501
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