Press Release

Krasnodar

February 16, 2018

 

Magnit Announces the Results of the BOD Meeting, Including the Decision to Call the EGM and Determination of the Record Date

 

 

Krasnodar, February 16, 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 February 16, 2018.

 

Please be informed that on February 16, 2018 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of February 16, 2018).

 

The meeting agenda:

 

1. Termination of powers of the Chairman of the Board of Directors of PJSC "Magnit";

2. Election of the Chairman of the Board of Directors of PJSC "Magnit";

3. Election of the Deputy Chairman of the Board of Directors of PJSC "Magnit";

4. Early termination of powers of the sole executive body (chief executive officer) and the chairman of the collegiate executive body (Management Board) of PJSC "Magnit";

5. Appointment of the sole executive body (chief executive officer) and the chairman of the collegiate executive body (Management Board) of PJSC "Magnit";

6. On consideration of the PJSC "Magnit" shareholder's request to call the extraordinary General shareholders meeting of PJSC "Magnit";

7. Calling of the extraordinary General shareholders meeting of PJSC "Magnit";

8. Determination of the form of the extraordinary General shareholders meeting of PJSC "Magnit";

9. Determination of the date, time and venue of the extraordinary General shareholders meeting of PJSC "Magnit";

10. Determination of the postal address to which the completed voting ballots shall be delivered;

11. Determination of the record date for the extraordinary General shareholders meeting of PJSC "Magnit";

12. Determination of the agenda of extraordinary General shareholders meeting of PJSC "Magnit";

13. Determination of procedure of notification of shareholders of the holding of the extraordinary General shareholders meeting of PJSC "Magnit";

14. Determination of the final date to accept proposals of shareholders on candidates to be elected to the Board of Directors of PJSC "Magnit";

15. Determination of the list of information (materials) to be provided to shareholders to prepare to the holding of the extraordinary General shareholders meeting of PJSC "Magnit" and the procedure of its provision.

 

The following BOD members were present: V. Gordeychuk and A. Shkhachemukov.

 

A. Aleksandrov, S. Galitskiy, K. Pombukhchan, D. Chenikov, and A. Pshenichniy provided their written opinions on the items of the agenda of the BOD meeting of PJSC "Magnit".

 

The number of the BOD members participating in the meeting, including written opinions of
A. Aleksandrov, S. Galitskiy, K. Pombukhchan, D. Chenikov and A. Pshenichniy amounts to not less than half of the number of the BOD members determined by the Charter of the Company.

 

Quorum to hold the BOD meeting with this agenda is present.

 

Voting Results:

 

Items 1-15:

 

A. Aleksandrov - "for", S. Galitskiy - "for", V. Gordeychuk - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", D. Chenikov - "for", , A. Shkhachemukov - "for".

The decisions were made.

 

Content of the decisions and voting results:

 

Item 1 on the agenda:

 

"To early terminate the powers of Khachatur Pombukhchan as a Chairman of the Board of Directors of PJSC "Magnit", the termination date shall be February 16, 2018".

 

Item 2 on the agenda:

 

"To elect Aslan Shkhachemukov as a Chairman of the Board of Directors of PJSC "Magnit".

 

Item 3 on the agenda:

 

"To elect Alexey Pshenichniy as a Deputy Chairman of the Board of Directors of PJSC "Magnit".

 

Item 4 on the agenda:

 

"To early terminate the powers of Sergey Galitskiy, a chief executive officer of PJSC "Magnit", the termination date shall be February 16, 2018. From the same date to terminate the powers of Sergey Galitskiy as a Chairman and a member of the Management Board of PJSC "Magnit".

 

Item 5 on the agenda:

 

"To elect Khachatur Pombukhchan as a chief executive officer of PJSC "Magnit" for a term of three years (passport: Information is not disclosed according to the Federal Law "On Personal Data"), the date of entry into office shall be February 17, 2018. From the same date to elect Khachatur Pombukhchan as a Chairman of the Management Board of PJSC "Magnit".

 

To conclude the employment agreement with Khachatur Pombukhchan and to authorize Aslan Shkhachemukov, a member of the Board of Directors of PJSC "Magnit", to sign the employment agreement with the chief executive officer of PJSC "Magnit" on behalf of the Company.

 

To authorize Khachatur Pombukhchan, a chief executive officer of PJSC "Magnit", to exercise measures necessary for the state registration of changes entered into the Uniform State Register of Legal Entities".

 

Item 6 on the agenda:

 

"In accordance with the article 55 of the Federal Law "On Joint-Stock Companies" to satisfy the request of Sergey Galitskiy, a Company's shareholder of not less than 10 per cent of the Company's voting shares, to call the extraordinary General shareholders meeting of PJSC "Magnit" with the following agenda:

 

1. Early termination of powers of the members of PJSC "Magnit" Board of Directors.
2. Election of members of PJSC "Magnit" Board of Directors."

 

Item 7 on the agenda:

 

"To call the extraordinary General shareholders meeting of PJSC "Magnit".

 

Item 8 on the agenda:

 

"To hold the extraordinary General shareholders meeting of PJSC "Magnit" in the form of a meeting (joint presence of shareholders to discuss the agenda items and make decisions on the voting items with preliminary submission of voting ballots prior to the holding of the General shareholders meeting".

 

Item 9 on the agenda:

 

"To appoint the General shareholders meeting of PJSC "Magnit" on April 19, 2018 at 11:00 AM, to appoint the registration of the meeting participants on April 19, 2018 at 10:00 AM.

 

The meeting shall be held at the following address: 3-rd floor, conference hall, 15/5 Solnechnaya Street, Krasnodar, Russia".

 

Item 10 on the agenda:

 

"To determine the postal address to send the completed voting ballots: 15/5 Solnechnaya Street, Krasnodar, 350072, Russia".

 

Item 11 on the agenda:

 

"To determine February 27, 2018 as the record date of the extraordinary General shareholders meeting of PJSC "Magnit".

 

Item 12 on the agenda:

 

"To approve the following agenda of the extraordinary General shareholders meeting of PJSC "Magnit":

1. Early termination of powers of the members of PJSC "Magnit" Board of Directors.
2. Election of members of PJSC "Magnit" Board of Directors."

 

Item 13 on the agenda:

 

"To approve the text of the announcement of the holding of the extraordinary General shareholders meeting of PJSC "Magnit" and according to the clause 13.10 of the Charter of PJSC "Magnit" to publish this announcement on the official website of the Company on the information and telecommunications network "Internet" in the Russian version at http://ir.magnit.com/tsentr-aktsionera/sobraniya-aktsionerov/, in the English version at http://ir.magnit.com/en/shareholder-center/agm-egm-voting/ by February 27, 2018 inclusive".

 

Item 14 on the agenda:

 

"To determine March 19, 2018 as the final date to submit proposals of shareholders on candidates to be elected to the Board of Directors of PJSC "Magnit".

Item 15 on the agenda:

 

"To approve the following list of information (materials) to be presented to the shareholders entitled to participate in the extraordinary General shareholders meeting of PJSC "Magnit" within the period of preparation for the extraordinary General shareholders meeting of PJSC "Magnit":

 

1)        information on the candidates to be elected to the Board of Directors of PJSC "Magnit" and on their written consent to election;

2)        draft decisions of the extraordinary General shareholders meeting of PJSC "Magnit" on the agenda items;

3)        position of the PJSC "Magnit" Board of Directors on the agenda items of the extraordinary General shareholders meeting.

 

To authorize the sole executive body to provide access to the above mentioned information (materials) starting from March 29, 2018 on business days from 10:00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) at PJSC "Magnit" offices at the following address: 15/5 Solnechnaya Street, Krasnodar, Russia, tel. (861) 210-98-10 x 14992".

 

The person appointed to the position of the sole executive body of the Issuer: Khachatur Pombukhchan.

 

Share of the person appointed to the position of the sole executive body of the Issuer in the charter capital of the Issuer: 0 (Zero).

 

Ordinary shares stake of the person appointed to the position of the sole executive body of the Issuer: 0 (Zero).

 

Items of the agenda of PJSC "Magnit" Board of Directors are related to the exercise of rights on ordinary registered uncertified shares, state registration number 1-01-60525-P of 04.03.2004, International Stock Identification Number (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 December 31, 2017, Magnit operated 37 distribution centers and 16,350 stores (12,125 convenience, 243 hypermarkets, 208 Magnit Family stores and 3,774 drogerie stores) in 2,709 cities and towns throughout 7 federal regions of the Russian Federation.

 

In accordance with the unaudited IFRS management accounts 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.