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MAGNIT PJSC (MGNT)
PJSC 'Magnit' Announces the Results of the BOD Meeting
14-Feb-2019 / 09:45 MSK
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The issuer is solely responsible for the content of this announcement.
Press Release | Krasnodar | February 14, 2019
PJSC "Magnit" Announces the Results of the BOD Meeting
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Krasnodar, Russia (14 February, 2019): Magnit PJSC (MOEX and LSE: MGNT;
"Company", "Issuer"), one of Russia's leading retailers, announces the
results of the Board of Directors meeting held on February 13, 2019.
Please be informed that on February 13, 2019 the BOD meeting was held
(minutes of the BOD meeting of PJSC "Magnit" are w/o No. of February 13,
2019).
The meeting agenda:
1. Determination of the quantitative composition of PJSC "Magnit" Management
board.
2. Election of a member of PJSC "Magnit" Management board.
3. Determination of the person authorized to sign the contract on behalf of
PJSC "Magnit" with a member of PJSC 'Magnit" Management board.
4. Consideration of the performance results of PJSC "Magnit" and its
subsidiaries for full year 2018 and 4th quarter of 2018 in accordance with
IFRS.
5. Approval of the detailed plan of activity of the structural division
carrying out internal audit for 2019.
6. Making a decision to give consent to a major transaction.
7. Determination of the position of PJSC "Magnit" representative at the
exercise of voting right on JSC "Tander" shares in the charter capital 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:
Item 1-3
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".
Item 4
There were no issues put to the vote.
Item 5-7
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:
The decision made on the Item 1 on the agenda:
"To determine the quantitative composition of PJSC "Magnit" Management Board
as consisting of 10 individuals from February 13, 2019".
The decision made on the Item 2 on the agenda:
"To elect Dei Maria Viktorovna as a member of the PJSC "Magnit" Management
Board from February 13, 2019".
The share of the member in the charter capital of the issuer, and the share
of ordinary shares of the issuer owned by this member:
- Dei Maria Viktorovna - 0 %.
The decision made on the Item 3 on the agenda:
"To authorize Foley Paul Michael, the Deputy Chairman of the Board of
Directors, to sign the labor contract with Dei Maria Viktorovna on behalf of
the Company".
Item 4 on the agenda:
The management represented the main information on the results of activities
of PJSC «Magnit» and its subsidiaries for 12 months of 2018 and for the 4th
quarter of 2018.
No issues have been put to vote with regard to this Agenda issue.
The decision made on the Item 5 on the agenda:
"To approve the detailed plan of activity of the structural division
carrying out internal audit for 2019".
The decision made on the Item 6 on the agenda:
"To give a consent to enter into the major transaction - the contract on
shareholder's contribution to the Company's assets which the Company plans
to execute in future with Joint Stock Company "Tander" (hereinafter - the
Contract) on the following essentials:
1. parties to the transaction: the Shareholder - PJSC "Magnit", the Company
- JSC "Tander";
2. subject of the transaction: the Shareholder shall transfer the
contribution (funds) to the Company's assets free of charge for the purposes
to finance and support the Company's activities.
3. The maximum amount of transaction: 50,000,000,000 (Fifty billion) rubles.
4. The Shareholder shall transfer the Contribution to the Company within 30
days upon signature of the Contract.
5. The contribution voluntarily made to the Company's assets shall not
change the size of the Shareholder's share, neither increase the authorized
capital of the Company and nor change the nominal value of the shares.
The price (money value) of the Company's property, which can be directly or
indirectly disposed by the Company under the contract, may amount to 25 and
more per cent of the book value of the Company's assets, determined from the
data of its accounting (financial) statements as of the last reporting date,
but not more than 50 per cent of the book value of the Company's assets,
determined from the data of its accounting (financial) statements as of the
last reporting date.
Hereby to provide the Chief Executive Officer of PJSC "Magnit" with the
right to sign the additional agreements to the contract changing the
contract terms, within the limits hereof".
The decision made on the Item 7 on the agenda:
"To recommend the sole executive body of PJSC "Magnit" being the sole
shareholder of JSC "Tander" to make the decision at the exercise of its
voting right on JSC "Tander" shares owned by the Company as follows:
"Under the article 32/2 of the Federal law "On joint stock companies dated
December 26, 1995 No.208-FZ and paragraph 26 article 14.2 of the JSC
"Tander" Charter to approve the execution of the contract on shareholder's
contribution to the Company's assets (the Contract) by JSC "Tander" (the
Company), planned for execution in future with the sole shareholder Public
Joint Stock Company "Magnit" (the Shareholder) under the following
essentials:
1. parties to the transaction: the Shareholder - PJSC "Magnit", the Company
- JSC "Tander";
2. subject of the transaction: the Shareholder shall transfer the
contribution (funds) to the Company's assets free of charge for the purposes
to finance and support the Company's activities.
3. The maximum amount of transaction: 50,000,000,000 (Fifty billion) rubles.
4. The Shareholder shall transfer the Contribution to the Company within 30
days upon signature of the Contract.
5. The contribution voluntarily made to the Company's assets shall not
change the size of the Shareholder's share, neither increase the authorized
capital of the Company and nor change the nominal value of the shares.
Hereby to provide the Chief Executive Officer of JSC "Tander" with the right
to sign the additional agreements to the contract changing the contract
terms, within the limits hereof".
For further information, please contact:
Dmitry Kovalenko Media Inquiries
Director for Investor Relations Media Relations Department
Email: kovalenko_dv3@magnit.ru Email: press@magnit.ru
Office: +7-861-277-4554 x 46082
Note to editors:
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 December 31, 2018, Magnit operated 37 distribution
centers and 18,399 stores (13,427 convenience, 467 supermarkets and 4,505
drogerie stores) in 2,976 cities and towns throughout 7 federal regions of
the Russian Federation.
In accordance with the unaudited IFRS management accounts for 2018, Magnit
had revenues of RUB 1,237 billion and an EBITDA of RUB 90 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.
ISIN: US55953Q2021
Category Code: MSCU
TIDM: MGNT
LEI Code: 2534009KKPTVL99W2Y12
OAM Categories: 3.1. Additional regulated information required to be
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