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 PJSC "Magnit" for the term of 3 (three) years, the date of entry into office shall be June 22, 2018.

To execute the Employment agreement with Naumova Olga Valerievna, to authorize the member of the PJSC "Magnit" Board of Directors Foley Paul Michael to sign the Employment agreement with the PJSC "Magnit" CEO on behalf of the Company.

To instruct Naumova Olga Valerievna, a CEO of PJSC "Magnit", to exercise measures necessary for the state registration of changes entered into the Uniform State Register of Legal Entities".

 

Item 12 on the agenda:

 

"To determine the number of the PJSC "Magnit" Management Board members - 6 persons".

 

Item 13 on the agenda:

 

"To elect PJSC "Magnit" Management Board consisting of the following members:

1.        Naumova Olga Valerievna;
2.        Milinova Elena Mikhailovna;
3.        Knyazeva Tatyana Vladimirovna;
4.        Zhavoronkova Elena Yurievna;
5.        Smolenskiy Artyom Mikhailovich;
6.        Sattarov Ilya Karimovich".

 

The share of the members in the charter capital of the issuer, and the share of ordinary shares of the issuer owned by these members:

1.        Naumova Olga Valerievna - 0 %;
2.        Milinova Elena Mikhailovna - 0.000599 %;
3.        Knyazeva Tatyana Vladimirovna - 0 %;
4.        Zhavoronkova Elena Yurievna - 0.001472 %;
5.        Smolenskiy Artyom Mikhailovich - 0.003098 %;
6.        Sattarov Ilya Karimovich - 0.000198 %".

 

Item 14 on the agenda:

 

"To elect Milinova Elena Mikhailovna as PJSC "Magnit" Management Board Deputy Chairman".

 

Item 15 on the agenda:

 

"To include an issue on approval of the form of labor agreement for members of the PJSC "Magnit" Management Board in the agenda of the forthcoming meeting of the Board of Directors".

 

Item 16 on the agenda:

 

"To authorize Ryan Charles Emmitt to sign the agreement with the PJSC "Magnit" Management Board members on behalf of the Company".

 

Item 17 on the agenda:

 

"To recommend the Chief Executive Officer of PJSC "Magnit" who is the sole shareholder of JSC "Tander" to make the following decision at the exercise of the voting right on shares of JSC "Tander" owned by the Company:

«To approve the Charter of Joint Stock Company "Tander" in the new edition".

 

Item 18 on the agenda:

 

The HR and Remuneration Committee of the BoD informed the Board of Directors on the issues reported and considered at the meeting of the HR and Remuneration Committee of the BoD, including PJSC "Magnit" management report on the new organizational structure of the PJSC "Magnit" Group of Companies. There were no issues put to the vote on this item.

 

Item 19 on the agenda:

 

The HR and Remuneration Committee of the BoD informed the Board of Directors on the issues reported and considered at the meeting of the HR and Remuneration Committee of the BoD, including PJSC "Magnit" management report on the long-term (LTI) incentive Program of PJSC "Magnit" Group of Companies. There were no issues put to the vote on this item.

 

Item 20 on the agenda:

 

The HR and Remuneration Committee of the BoD informed the Board of Directors on the issues reported and considered at the meeting of the HR and Remuneration Committee of the BoD, including PJSC "Magnit" management report on the short-term (STI) incentive Program and key performance indices (KPI) for the CEO and the Management Board members of PJSC "Magnit". There were no issues put to the vote on this item.

 

Item 21 on the agenda:

 

"To instruct the management of PJSC "Magnit" to provide to the Board of Directors detailed information and feasibility evaluation of the impact of pharmacies on increasing shop traffic.

At the following regular meeting of the Board of Directors the management of PJSC "Magnit" shall provide a detailed report and present its position in respect of the potential acquisition".

 

 

 

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 March 31, 2018, Magnit operated 37 distribution centers and 16,625 stores (12,283 convenience, 242 hypermarkets, 210 Magnit Family stores and 3,890 drogerie stores) in 2,764 cities and towns throughout 7 federal regions of the Russian Federation.

 

In accordance with the audited IFRS results 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.