DJ PJSC '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)
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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6) Election of members of the Revision commission of PJSC "Magnit";
7) Approval of the auditor of PJSC "Magnit" for the financial statements
prepared in accordance with the Russian accounting standards;
8) Approval of the auditor of PJSC "Magnit" for the financial statements
prepared in accordance with the International Financial Reporting Standards.
9) On supplementing to the Charter of PJSC "Magnit" with paragraph 8.9.;
10) On supplementing to the Charter of PJSC "Magnit" with paragraph 8.9.;
11) On amending paragraph 13.12 of the Charter of PJSC "Magnit";
12) On amending paragraph 13.12 of the Charter of PJSC "Magnit";
13) On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC
"Magnit";
14) On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC
"Magnit";
15) On amending paragraph 14.2 of the Charter of PJSC "Magnit";
16) On amending paragraph 14.2 of the Charter of PJSC "Magnit";
17) On amending paragraph 14.2 of the Charter of PJSC "Magnit";
18) On amending paragraph 14.2 of the Charter of PJSC "Magnit";
19) On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC
"Magnit";
20) On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC
"Magnit";
21) On amending the article 30 of the Regulations of the Board of directors
of PJSC "Magnit";
22) On amending the article 30 of the Regulations of the Board of directors
of PJSC "Magnit";
23) On supplementing the Regulations of the Board of directors of PJSC
"Magnit" with paragraph 35.1.;
24) On supplementing the Regulations of the Board of directors of PJSC
"Magnit" with paragraph 35.1.;
25) On amending the article 42 of the Regulations of the Board of directors
of PJSC "Magnit";
26) On amending the article 42 of the Regulations of the Board of directors
of PJSC "Magnit";
27) On amending certain provisions of the Charter of PJSC "Magnit";
28) On amending certain provisions of the Regulations of the Board of
directors of PJSC "Magnit";
29) On adopting of the new version of the Regulations of PJSC "Magnit" on
the Collective Executive Body (Management Board); and
30) On adopting of the new version of the Regulations of PJSC "Magnit" on
the Sole Executive Body (Chief Executive Officer).
The decision made on the Item 14 on the agenda:
"To approve the position of the Board of Directors of PJSC "Magnit" with
respect to the agenda of the annual General shareholders meeting".
The decision made on the Item 15 on the agenda:
"To approve the text of the announcement on holding the annual General
shareholders meeting and in accordance with clause 13.10 of the Charter of
PJSC "Magnit" to publish this announcement on the Company's official website:
1) in the Russian language version:
http://ir.magnit.com/ru/tsentr-aktsionera/sobraniya-aktsionerov/,
2) in the English language version:
http://ir.magnit.com/en/shareholder-center/agm-egm-voting/,
no later than April 26, 2019 inclusive".
The decision made on the Item 16 on the agenda:
"To determine the following list of information (materials) to be provided to
shareholders entitled to participate in the annual General shareholders
meeting of PJSC "Magnit":
1) Annual report of PJSC "Magnit" for 2018;
2) Annual accounting (financial) reports of PJSC "Magnit" for the 2018
reporting year, including the auditor's report;
3) ?onsolidated financial statements of PJSC "Magnit" for the year 2018
prepared in accordance with the Federal law No. 208-FZ of 27.07.2010 "On the
consolidated financial statements", including the auditor's report;
4) Report on Related party transactions executed by PJSC "Magnit" in 2018;
5) The Board of Directors 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 the dividend
record date;
6) Position of the Board of Directors with respect to the agenda items of
the annual general shareholders meeting of PJSC "Magnit";
7) Draft decisions on the agenda items of the annual General shareholders
meeting of PJSC "Magnit" to be sent electronically (by dint of electronic
documents) to the nominee shareholders registered in PJSC "Magnit" register
of shareholders;
8) report of the Revision commission of PJSC "Magnit" on the results of the
audit of the annual accounting reports of the Company for the year 2018 and
on the fairness of data contained in the annual report of the Company for
the year 2018, and on the fairness of data contained in the Report on the
related party transactions executed by PJSC "Magnit" in 2018;
9) Evaluation of the auditor's report on the accounting reports of PJSC
"Magnit" for the year 2018 prepared by the Audit committee of the PJSC
"Magnit" Board of directors;
10) Evaluation of the Auditor's report on the consolidated financial
statements of PJSC "Magnit" and its subsidiaries for the year 2018 in
accordance with Federal Law as of July 27, 2010 ?208-FZ "On consolidated
financial statements" prepared by the Audit Committee of PJSC "Magnit";
11) Information on the candidates nominated to PJSC "Magnit" Board of
Directors, including information on presence of their written consent to
election;
12) Information on the candidates nominated to PJSC "Magnit" Revision
Commission, including information on presence of their written consent to
election;
13) Information on the candidates proposed to be elected as the Auditor of
PJSC "Magnit";
14) Information on amendments to the Charter of PJSC "Magnit;
15) Information on amendments to the Regulations on the Board of directors
of PJSC "Magnit";
16) Information on shareholders' agreements executed during the year prior
to the date of the annual General Meeting of Shareholders.
17) draft Regulations on collegial executive body (Management Board) of PJSC
"Magnit";
18) information on amendments to Regulations on collegial executive body
(Management Board) of PJSC "Magnit";
19) draft Regulations on the Sole Executive Body of PJSC "Magnit" (Chief
Executive Officer) in the new version.
20) information on amendments to Regulations of PJSC "Magnit" on the Sole
Executive Body (Chief Executive Officer).
To authorize the sole executive body to provide access to the above mentioned
information (materials) starting from May 8, 2019 on business days from 10:00
AM to 5:00 PM (break from 12:00 PM to 1:00 PM) in PJSC "Magnit" headquarters
at the following address: 15/5 Solnechnaya street, Krasnodar, Russia, tel.
(861) 210-98-10 ext. 14992".
The decision made on the Item 17 on the agenda:
"To approve the form and wording 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 nominee
shareholders registered in PJSC "Magnit register of shareholders".
The decision made on the Item 18 on the agenda:
"To approve the following list of nominees to the Board of directors of PJSC
"Magnit" at the annual General shareholders meeting of the Company:
1) Vinokurov Aleksandr Semyonovich;
2) Demchenko Timothy;
3) Dunning Jan Gezinus;
4) Zakharov Sergey Mikhailovich;
5) Koch Hans Walter;
6) Kuznetsov Evgeniy Vladimirovich;
7) Makhnev Alexey Petrovich;
8) Mowat Gregor William;
9) Ryan Charles Emmitt;
10) Simmons James Pat;
11) Foley Paul Michael;
12) Chirakhov Vladimir Sanasarovich;
13) Jansen Florian.
The decision made on the Item 19 on the agenda:
"To approve the following list of nominees to the Revision commission of PJSC
"Magnit" at the annual General shareholders meeting of the Company:
1. Prokoshev Evgeniy Aleksandrovich;
2. Tsyplenkova Irina Gennadyevna;
3. Neronov Alexey Gennadyevich.
The decision made on the Item 20.1 on the agenda:
"To determine remuneration for the services of the auditor in accordance with
the Russian Accounting Standards for the audit of the accounting (financial)
reports of PJSC "Magnit" for the year of 2019 in the amount not exceeding
302,000.00 (Three hundred and two thousand) rubles (excl. VAT)".
The decision made on the Item 20.2 on the agenda:
"To determine remuneration for the services of the auditor for review of the
condensed consolidated financial statements for PJSC "Magnit" and its
subsidiaries for 6 months of 2019 and for audit of the consolidated financial
statements for PJSC "Magnit" and its subsidiaries for the year of 2019
prepared in accordance with International Financial Reporting Standards
(including the 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 60,000,000.00 (Sixty million) rubles
(VAT incl.)".
The decision made on the Item 21 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
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