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MAGNIT PJSC (MGNT)
PJSC 'Magnit' Announces the Results of the BOD Meeting, Including the Decision
to Call the AGM and Determination of the Record Date
25-March-2019 / 09:46 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 | March 25, 2019
PJSC "Magnit" Announces the Results of the BOD Meeting, Including the Decision
to Call the
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AGM and Determination of the Record Date
Krasnodar, Russia (25 March, 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 March 21, 2019.
Please be informed that on March 21, 2019 the BOD meeting was held (minutes of
the BOD meeting of PJSC "Magnit" are w/o No. of March 24, 2019).
The meeting agenda:
1) Review of results of the performance evaluation report of PJSC "Magnit"
Board of Directors.
2) Review of the Audited Financial results of PJSC "Magnit" and its
subsidiaries for the full year 2018 in accordance with IFRS.
3) Review of the results of the PJSC "Magnit" Share Buyback Programme.
4) Approval of remuneration to the key employees of PJSC "Magnit" Group of
Companies following the results of performance in 2018.
5) Approval of the Code of Business Ethics of PJSC "Magnit" in new edition.
6) Approval of recommendations to the PJSC "Magnit" General shareholders
meeting on distribution of profits and losses of the Company following the
results of 2018 reporting year, including the dividend amount on shares of
the Company, the procedure of its payment and on the dividend record date.
7) Approval of the Report on Related Party Transactions made by PJSC
"Magnit" in 2018.
8) Calling of the annual General shareholders meeting of PJSC "Magnit".
9) Determination of the form of the annual General shareholders meeting of
PJSC "Magnit".
10) Determination of the date, time and venue of the annual General
shareholders meeting of PJSC "Magnit".
11) Determination of the postal address to which the completed voting
ballots shall be delivered.
12) Determination of the record date for the annual General shareholders
meeting of PJSC "Magnit".
13) Determination of the agenda of the annual General shareholders meeting
of PJSC "Magnit".
14) Determination of the position of the Board of Directors with respect to
the agenda items of the annual General shareholders meeting of PJSC "Magnit.
15) Determination of the procedure for shareholders notification on holding
the annual General shareholders meeting of PJSC "Magnit".
16) 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.
17) Approval of the form and text of voting ballots at the annual General
shareholders meeting of PJSC "Magnit as well as draft decisions on the
agenda items of the annual General shareholders meeting of PJSC "Magnit,
which shall be sent electronically (by dint of electronic documents) to the
nominee shareholders registered in PJSC "Magnit" register of shareholders.
18) Approval of the list of nominees to PJSC "Magnit" Board of Directors at
the annual General shareholders meeting of the Company.
19) Approval of the list of nominees to PJSC "Magnit" Revision commission at
the annual General shareholders meeting of the Company.
20) Determination of the amount of remuneration paid to the Auditor of the
Company.
21) Determination of the position of PJSC "Magnit" representative at the
exercise of the voting right on shares in the charter capital of JSC
"Tander" 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
No issues were put to vote with regard to this item on the Agenda
Item 4-21
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 decisions were made.
Content of the decisions:
Item 1 on the agenda:
The Board of Directors took into consideration the evaluation report for 2018
prepared by the HR and Remuneration Committee of the PJSC "Magnit" Board of
Directors.
No issues were put to vote with regard to this item on the Agenda.
Item 2 on the agenda:
The Management presented key figures of the Audited Financial results of PJSC
«Magnit» and its subsidiaries for 12M of 2018 in accordance with IFRS.
No issues were put to vote with regard to this item on the Agenda.
Item 3 on the agenda:
The Management presented key information on the results of the PJSC "Magnit"
Share Buyback Programme (approved by PJSC "Magnit" Board of Directors on
August 21, 2018).
No issues were put to vote with regard to this item on the Agenda.
The decision made on the Item 4 on the agenda:
"To approve the payment of remuneration to the key employees of PJSC "Magnit"
Group of Companies following the results of performance in 2018".
The decision made on the Item 5 on the agenda:
"To approve the Code of Business Ethics of PJSC "Magnit" in new edition".
The decision made on the Item 6 on the agenda:
"To approve the recommendations to the annual General shareholders meeting of
PJSC "Magnit" on distribution of profits and losses of the Company following
the results of 2018 reporting year, including the dividend amount on shares of
the Company, the procedure of its payment and on the dividend record date".
The Board of Directors of PJSC "Magnit" recommends the following:
- To pay dividends on ordinary registered shares of PJSC "Magnit" following
the results of 2018 reporting year in the amount of 16,996,775,786.90 rubles,
which accounts for 166.78 rubles per one ordinary share.
- 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: June
14, 2019;
· Payment of dividends shall be made pursuant to the procedure and within
the time limit stipulated by the legislation of the Russian Federation".
The decision made on the Item 7 on the agenda:
"To approve the Report on Related Party Transactions executed by PJSC "Magnit"
in 2018".
The decision made on the Item 8 on the agenda:
"To call the annual General shareholders meeting of PJSC "Magnit".
The decision made on the Item 9 on the agenda:
"To hold the annual General shareholders meeting of PJSC "Magnit" in the form
of meeting (joint presence of shareholders to discuss agenda items and make
decisions on the items put to a vote with preliminary sending out of voting
ballots prior to holding the annual shareholders meeting)".
The decision made on the Item 10 on the agenda:
"To appoint the annual General shareholders meeting of PJSC "Magnit" on May
30, 2019 at 11:00 AM, to determine the commencement of registration of meeting
participants on May 30, 2019 at 10:00 AM.
Venue: 15/4 Solnechnaya street, Krasnodar, Russia.".
The decision made on the Item 11 on the agenda:
"To determine the postal address to send the completed voting ballots: 15/5
Solnechnaya street, Krasnodar, 350072, Russia.".
The decision made on the Item 12 on the agenda:
"To determine May 7, 2019 as the PJSC "Magnit" annual shareholders meeting
record date".
The decision made on the Item 13 on the agenda:
"To determine the agenda of the annual General shareholders meeting of PJSC
"Magnit as follows:
1) Approval of the Annual report of PJSC "Magnit" for 2018;
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 2018 reporting year;
4) Payment of remuneration and reimbursement of expenses to PJSC "Magnit"
Revision Commission members;
5) Election of members of the Board of Directors of PJSC "Magnit";
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