DJ MAGNIT PJSC: PJSC 'Magnit' Announces AGM Results
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MAGNIT PJSC (MGNT)
MAGNIT PJSC: PJSC 'Magnit' Announces AGM Results
21-Jun-2018 / 19:46 MSK
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
June 21, 2018
PJSC "Magnit" Announces AGM Results
Krasnodar, Russia (June 21, 2018): 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 21, 2018.
Venue: 15/4 Solnechnaya street, Krasnodar, Russia.
Meeting opening time: 11:00 am Moscow time.
Meeting closing time: 12:10 pm Moscow time.
Postal address to which the completed voting ballots may be delivered: 15/5
Solnechnaya street, Krasnodar, 350072, Russia.
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 2017" - 101,911,345 votes;
on the agenda item No.2 "Approval of the annual accounting (financial)
reports of PJSC "Magnit" - 101,911,345 votes;
on the agenda item No.3 "Approval of distribution of profits (including
payment (declaration) of dividends) of PJSC "Magnit" following the 2017
reporting year results" - 101,911,345 votes;
on the agenda item No.4 "Payment of remuneration and reimbursement of
expenses to the PJSC "Magnit" Board of Directors members" - 101,911,345
votes;
on the agenda item No.5 "Payment of remuneration and reimbursement of
expenses to the PJSC "Magnit" Revision Commission members" - 101,911,345
votes;
on the agenda item No.6 "Election of the members of the Board of Directors
of PJSC "Magnit" - 713,379,415 votes;
on the agenda item No.7 "Election of the members of the Revision Commission
of PJSC "Magnit" - 101,898,643 votes;
on the agenda item No.8 "Approval of the auditor of PJSC "Magnit" for the
statements prepared in accordance with the Russian accounting standards" -
101,911,345 votes;
on the agenda item No.9 "Approval of the auditor of PJSC "Magnit" for the
statements prepared in accordance with the International Financial Reporting
Standards" - 101,911,345 votes;
on the agenda item No.10 "Approval of the Charter of PJSC "Magnit" in the
new edition" - 101,911,345 votes;
on the agenda item No.11 "Approval of the Regulations on the General
shareholders meeting of PJSC "Magnit" in the new edition" - 101,911,345
votes;
on the agenda item No.12 "Approval of the Regulations on the Board of
Directors of PJSC "Magnit" in the new edition" - 101,911,345 votes;
on the agenda item No.13 "Approval of the Regulations on the collegial
executive body (Management Board) of PJSC "Magnit" in the new edition" -
101,911,345 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 2017" - 70,602,986 votes;
on the agenda item No.2 "Approval of the annual accounting (financial)
reports of PJSC "Magnit" - 70,602,986 votes;
on the agenda item No.3 "Approval of distribution of profits (including
payment (declaration) of dividends) of PJSC "Magnit" following the 2017
reporting year results" - 70,602,986 votes;
on the agenda item No.4 "Payment of remuneration and reimbursement of
expenses to the PJSC "Magnit" Board of Directors members" - 70,602,986
votes;
on the agenda item No.5 "Payment of remuneration and reimbursement of
expenses to the PJSC "Magnit" Revision Commission members" - 70,602,986
votes;
on the agenda item No.6 "Election of the members of the Board of Directors
of PJSC "Magnit" - 493,900,232 votes;
on the agenda item No.7 "Election of the members of the Revision Commission
of PJSC "Magnit" - 70,590,284 votes;
on the agenda item No.8 "Approval of the auditor of PJSC "Magnit" for the
statements prepared in accordance with the Russian accounting standards" -
70,602,986 votes;
on the agenda item No. 9 "Approval of the auditor of PJSC "Magnit" for the
statements prepared in accordance with the International Financial Reporting
Standards" - 70,602,986 votes;
on the agenda item No. 10 "Approval of the Charter of PJSC "Magnit" in the
new edition" - 70,602,986 votes;
on the agenda item No. 11 "Approval of the Regulations on the General
shareholders meeting of PJSC "Magnit" in the new edition" - 70,602,986
votes;
on the agenda item No. 12 "Approval of the Regulations on the Board of
Directors of PJSC "Magnit" in the new edition" - 70,602,986 votes;
on the agenda item No. 13 "Approval of the Regulations on the collegial
executive body (Management Board) of PJSC "Magnit" in the new edition" -
70,602,986 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 2017.
2. Approval of the annual accounting (financial) reports of PJSC "Magnit".
3. Approval of distribution of profits (including payment (declaration) of
dividends) of PJSC "Magnit" following the results of 2017 reporting year.
4. Payment of remuneration and reimbursement of expenses to the PJSC
"Magnit" Board of Directors members.
5. Payment of remuneration and reimbursement of expenses to the PJSC
"Magnit" Revision Commission members.
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" for the statements prepared in
accordance with the Russian accounting standards.
9. Approval of the auditor of PJSC "Magnit" for the statements prepared in
accordance with the International Financial Reporting Standards.
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.
Voting results:
On the 1st agenda item "Approval of the PJSC "Magnit" annual report for the
year 2017":
«for» - 69,813,680 votes, which amounts to 98.8821 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 11,429 votes, which amounts to 0.0162 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 173,140 votes, which amounts to 0.2452 % 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 2017".
On the 2nd agenda item "Approval of the annual accounting (financial)
reports of PJSC "Magnit":
«for» - 69,813,680 votes, which amounts to 98.8821 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 11,429 votes, which amounts to 0.0162 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 173,140 votes, which amounts to 0.2452 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
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June 21, 2018 12:46 ET (16:46 GMT)
DJ MAGNIT PJSC: PJSC 'Magnit' Announces AGM Results -2-
"To approve the annual accounting (financial) reports of PJSC "Magnit" for
the year 2017".
On the 3rd agenda item "Approval of distribution of profits (including
payment (declaration) of dividends) of PJSC "Magnit" following the 2017
reporting year results":
«for» - 69,841,974 votes, which amounts to 98.9221 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 159,515 votes, which amounts to 0.2259 % 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 0.0000% 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
2017 reporting year results:
1) To pay dividends on ordinary registered shares of PJSC "Magnit" in the
amount of 13,808,988,602.50 rubles (Thirteen billion eight hundred and eight
million nine hundred and eighty-eight thousand six hundred and two rubles
fifty kopeks), which is 135.50 rubles (One hundred thirty-five rubles fifty
kopeks) 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: July 6, 2018;
c. to pay dividends in accordance with the procedure and within the time
limit established by the legislation of the Russian Federation.
2) To direct the retained net profit to the business development of PJSC
"Magnit".
On the 4th agenda item "Payment of remuneration and reimbursement of
expenses to the PJSC "Magnit" Board of Directors members":
«for» - 67,995,577 votes, which amounts to 96.3069 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 1,999,761 votes, which amounts to 2.8324 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 2,861 votes, which amounts to 0.0041 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
1) "To pay remuneration to the members of the Board of Directors for
participation in the work of the Board of Directors within the period from
January 1, 2017 to June 21, 2018 in the amount and manner set out in the
Regulations on the Company's Board of Directors approved by annual General
shareholders meeting on June 4, 2015 (minutes as of June 5, 2015).
2) Not to pay remuneration to the members of the Board of Directors
following the work results for the 2017 reporting year.
3) To reimburse the documented expenses actually incurred by the members
of the Board of Directors related to the performance of their functions
within the period from January 1, 2017 to June 21, 2018 in the amount not
exceeding 1,000,000.00 (One million) rubles for each member of the Board
of Directors as provided in the Regulations on the Company's Board of
Directors approved by annual General shareholders meeting on June 4, 2015
(minutes as of June 5, 2015)".
On the 5th agenda item "Payment of remuneration and reimbursement of
expenses to the PJSC "Magnit" Revision Commission members":
«for» - 67,875,530 votes, which amounts to 96.1369 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 2,119,809 votes, which amounts to 3.0024 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 2,860 votes, which amounts to 0.0041 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"Not to pay remuneration for the period from January 1, 2017 to June 21,
2018 to the members of the Revision commission.
"Not to reimburse expenses related to the functions of the Revision
commission for the period from January 1, 2017 to June 21, 2018 to the
members of the Revision commission".
On the 6th agenda item "Election of the members of the Board of Directors of
PJSC "Magnit":
«for» the candidates - 489,646,752 votes, which amounts to 99.1388 % of the
total votes of the shareholders participated in the general meeting and
entitled to vote on this item;
«against all candidates» - 4,214,273 votes, which amounts to 0.8533 % of the
total votes of the shareholders participated in the general meeting and
entitled to vote on this item;
«abstained in respect of all candidates» - 5,068 votes, which amounts to
0.0010 % 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:
Mowat Gregor William - 53,581,510 votes,
Demchenko Timothy - 110,159,954 votes;
Simmons James Pat - 53,633,808 votes,
Makhnev Alexey Petrovich - 110,159,954 votes,
Foley Paul Michael - 53,722,342 votes,
Prysyazhnyuk Alexander Mikhailovich - 54,248,622 votes,
Ryan Charles Emmitt - 53,869,625 votes,
Adopted decision:
To elect to the Board of Directors of PJSC "Magnit" the following 7 persons:
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".
On the 7th agenda item "Election of the members of the Revision Commission
of PJSC "Magnit":
on Efimenko Roman Gennadievich as a candidate:
«for» - 69,651,898 votes, which amounts to 98.6707 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 120,597 votes, which amounts to 0.1708 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 211,416 votes, which amounts to 0.2995 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
on Tsyplenkova Irina Gennadievna as a candidate:
«for» - 69,498,109 votes, which amounts to 98.4528 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 274,387 votes, which amounts to 0.3887 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 211,415 votes, which amounts to 0.2995 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
on Neronov Alexey Gennadievich as a candidate:
«for» - 69,651,898 votes, which amounts to 98.6707 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 120,597 votes, which amounts to 0.1708 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 211,416 votes, which amounts to 0.2995 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To elect to the Revision commission of PJSC "Magnit:
Efimenko Roman Gennadievich;
Tsyplenkova Irina Gennadievna;
Neronov Alexey Gennadievich".
On the 8th agenda item "Approval of the auditor of PJSC "Magnit" for the
statements prepared in accordance with the Russian accounting standards":
«for» - 67,288,585 votes, which amounts to 95.3056 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 2,066,643 votes, which amounts to 2.9271 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 641,385 votes, which amounts to 0.9084 % 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, address: 144/2 Krasnykh Partizan street, Krasnodar,
Krasnodar krai, 350049, Russian Federation), as the auditor of PJSC "Magnit"
for the statements prepared in accordance with the Russian accounting
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June 21, 2018 12:46 ET (16:46 GMT)
standards".
On the 9th agenda item "Approval of the auditor of PJSC "Magnit" for the
statements prepared in accordance with the International Financial Reporting
Standards":
«for» - 67,288,708 votes, which amounts to 95.3058 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 2,066,520 votes, which amounts to 2.9270 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 641,385 votes, which amounts to 0.9084 % 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, address: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035)
as the auditor of PJSC "Magnit" for the statements prepared in accordance
with the International Financial Reporting Standards".
On the 10th agenda item "Approval of the Charter of PJSC "Magnit" in the new
edition":
«for» - 69,618,375 votes, which amounts to 98.6054 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 979,053 votes, which amounts to 1.3867 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 674 votes, which amounts to 0.0010 % of the total votes of the
shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To approve the Charter of PJSC "Magnit" in the new edition".
On the 11th agenda item "Approval of the Regulations on the General
shareholders meeting of PJSC "Magnit" in the new edition":
«for» - 69,618,375 votes, which amounts to 98.6054 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 979,053 votes, which amounts to 1.3867 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 674 votes, which amounts to 0.0010 % of the total votes of the
shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To approve the Regulations on the General shareholders meeting of PJSC
"Magnit" in the new edition".
On the 12th agenda item "Approval of the Regulations on the Board of
Directors of PJSC "Magnit" in the new edition":
«for» - 47,564,033 votes, which amounts to 67.3683 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 23,033,394 votes, which amounts to 32.6238 % of the total votes
of the shareholders participated in the general meeting and entitled to vote
on this item;
«abstained» - 675 votes, which amounts to 0.0010 % of the total votes of the
shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To approve the Regulations on the Board of Directors of PJSC "Magnit" in
the new edition".
On the 13th agenda item "Approval of the Regulations on collegial executive
body (Management Board) of PJSC "Magnit" in the new edition":
«for» - 70,317,315 votes, which amounts to 99.5954 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«against» - 273,549 votes, which amounts to 0.3874 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item;
«abstained» - 7,238 votes, which amounts to 0.0103 % of the total votes of
the shareholders participated in the general meeting and entitled to vote on
this item.
Adopted decision:
"To approve the Regulations on collegial executive body (Management Board)
of PJSC "Magnit" in the new edition".
The minutes w/o No. are executed as of June 21, 2018.
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 [1]
(ISIN) RU000A0JKQU8.
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.: 5668
EQS News ID: 697857
End of Announcement EQS News Service
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