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MAGNIT PJSC (MGNT)
MAGNIT PJSC: Magnit Announces the Results of the BOD Meeting.
22-Jun-2018 / 09:57 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 22, 2018
Magnit Announces the Results of the BOD Meeting.
Krasnodar, June 22, 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 June 21, 2018.
Please be informed that on June 21, 2018 the BOD meeting was held (minutes
of the BOD meeting of PJSC "Magnit" are w/o No. of June 21, 2018).
A procedural item "Amendments to the agenda of the meeting of the Board of
Directors" was put to the vote.
The meeting agenda as amended by the decision of the Board of Directors:
1) Election of the Chairman of the Board of Directors of PJSC "Magnit".
2) Election of the Deputy Chairman of the Board of Directors of PJSC
"Magnit".
3) Election of the Secretary of the Board of Directors of PJSC "Magnit".
4) Formation of the Audit Committee of the Board of Directors of PJSC
"Magnit".
5) Election of the Chairman of the Audit Committee of the Board of
Directors of PJSC "Magnit".
6) Formation of the HR and Remuneration Committee of the Board of
Directors of PJSC "Magnit".
7) Election of the Chairman of the HR and Remuneration Committee of the
Board of Directors of PJSC "Magnit".
8) Formation of the Strategy Committee of the Board of Directors of PJSC
"Magnit".
9) Election of the Chairman of the Strategy Committee of the Board of
Directors of PJSC "Magnit".
10) Early termination of powers of the sole executive body (chief
executive officer) and the chairman of the collegial executive body
(Management Board) of PJSC "Magnit".
11) Appointment of the sole executive body (chief executive officer) and
the chairman of the collegial executive body (Management Board) of PJSC
"Magnit".
12) Determination of the number of PJSC "Magnit" Management Board members.
13) Election of PJSC "Magnit" Management Board members.
14) Election of PJSC "Magnit" Management Board Deputy Chairman.
15) Approval of the labor agreement form for the member of PJSC "Magnit"
Management Board.
16) Determination of a person authorized to sign the labor agreement with
PJSC "Magnit" Management Board members on behalf of 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 JSC
"Tander" owned by the Company.
18) Consideration of the information of the PJSC "Magnit" Group of
Companies new organizational structure.
19) Consideration of the information of the PJSC "Magnit" Group of
Companies long-term incentive program.
20) Consideration of the information of the PJSC "Magnit" Group of
Companies short-term incentive program.
21) Consideration of the information on implementation status of the
development strategy for the pharmaceutical line of business of PJSC
"Magnit".
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.
Items 18-20:
There were no issues put to the vote.
Items 21:
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 decision was made.
Content of the decisions:
Procedural item of the agenda "Amendments to the agenda of the meeting of
the Board of Directors":
"To include the following items related to the termination of powers of the
PJSC "Magnit" CEO and appointment of the new CEO to the agenda of the Board
of Directors meeting and approve the following agenda of this meeting:
1) Election of the Chairman of the Board of Directors of PJSC "Magnit".
2) Election of the Deputy Chairman of the Board of Directors of PJSC
"Magnit".
3) Election of the Secretary of the Board of Directors of PJSC "Magnit".
4) Formation of the Audit Committee of the Board of Directors of PJSC
"Magnit".
5) Election of the Chairman of the Audit Committee of the Board of
Directors of PJSC "Magnit".
6) Formation of the HR and Remuneration Committee of the Board of
Directors of PJSC "Magnit".
7) Election of the Chairman of the HR and Remuneration Committee of the
Board of Directors of PJSC "Magnit".
8) Formation of the Strategy Committee of the Board of Directors of PJSC
"Magnit".
9) Election of the Chairman of the Strategy Committee of the Board of
Directors of PJSC "Magnit".
10) Early termination of powers of the sole executive body (chief
executive officer) and the chairman of the collegial executive body
(Management Board) of PJSC "Magnit".
11) Appointment of the sole executive body (chief executive officer) and
the chairman of the collegial executive body (Management Board) of PJSC
"Magnit".
12) Determination of the number of PJSC "Magnit" Management Board members.
13) Election of PJSC "Magnit" Management Board members.
14) Election of PJSC "Magnit" Management Board Deputy Chairman.
15) Approval of the labor agreement form for the member of PJSC "Magnit"
Management Board.
16) Determination of a person authorized to sign the labor agreement with
PJSC "Magnit" Management Board members on behalf of 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 JSC
"Tander" owned by the Company.
18) Consideration of the information of the PJSC "Magnit" Group of
Companies new organizational structure.
19) Consideration of the information of the PJSC "Magnit" Group of
Companies long-term incentive program.
20) Consideration of the information of the PJSC "Magnit" Group of
Companies short-term incentive program.
21) Consideration of the information on implementation status of the
development strategy for the pharmaceutical line of business of PJSC
"Magnit".
Item 1 on the agenda:
"To elect Ryan Charles Emmitt as a Chairman of the Board of Directors of
PJSC "Magnit".
Item 2 on the agenda:
"To elect Foley Paul Michael as a Deputy Chairman of the Board of Directors
of PJSC "Magnit".
Item 3 on the agenda:
"To elect Golovanov Vladislav Nikolaevich as a Secretary of the Board of
Directors of PJSC "Magnit".
Item 4 on the agenda:
"To form the Audit Committee of the Board of Directors of PJSC "Magnit"
consisting of the following 3 (three) members:
- Mowat Gregor William;
- Simmons James Pat;
- Prysyazhnyuk Alexander Mikhailovich".
Item 5 on the agenda:
"To elect Mowat Gregor William as a Chairman of the Audit Committee of the
Board of Directors of PJSC "Magnit".
Item 6 on the agenda:
"To form the HR and Remuneration Committee of the Board of Directors of PJSC
"Magnit" consisting of the following 3 (three) members:
- Simmons James Pat;
- Foley Paul Michael;
- Prysyazhnyuk Alexander Mikhailovich".
Item 7 on the agenda:
"To elect Simmons James Pat as a Chairman of the HR and Remuneration
Committee of the Board of Directors of PJSC "Magnit".
Item 8 on the agenda:
"To form the Strategy Committee of the Board of Directors of PJSC "Magnit"
consisting of the following 3 (three) members:
- Simmons James Pat;
- Makhnev Alexey Petrovich;
- Foley Paul Michael".
Item 9 on the agenda:
"To elect Foley Paul Michael as a Chairman of the Strategy Committee of the
Board of Directors of PJSC "Magnit".
Item 10 on the agenda:
"Considering the resignation notice submitted by the PJSC "Magnit" CEO, to
terminate the powers of Khachatur Eduardovich Pombukhchan, a CEO of PJSC
"Magnit", the termination date shall be June 21, 2018. From the same date to
terminate the powers of Khachatur Eduardovich Pombukhchan as a Chairman of
the Management Board of PJSC "Magnit".
Item 11 on the agenda:
"To elect Naumova Olga Valerievna (passport details: information is not
disclosed in accordance with the Federal Law "On personal data") as a CEO of
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