Press Release

Krasnodar

July 26, 2018

 

Magnit Announces the Results of the BOD Meeting.

 

Krasnodar, July 26, 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 July 25, 2018.

 

Please be informed that on June 25, 2018 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of July 26, 2018).

 

The meeting agenda:

 

1. Approval of the Meetings Schedule of the Board of Directors of PJSC "Magnit" for 2018.
2. Approval of the new version of the Regulations on Committees of the Board of Directors of PJSC "Magnit".
3. Formation of the Capital Markets Committee of the Board of Directors of PJSC "Magnit".
4. Election of the Chairman of the Capital Markets Committee of the Board of Directors of PJSC "Magnit".
5. Consideration of the Logistics Development Strategy for Drogerie Stores and Pharmacies.
6. Consideration of the Short-Term and Long-Term Incentive Programs of PJSC "Magnit" Group of Companies, as well as the Key Performance Indicators (KPIs) of the CEO and members of the Management Board of PJSC "Magnit".
7. Approval of the contract form with a member of the Management Board of PJSC "Magnit".
8. Approval of the contract form with a sole executive body (Chief Executive Officer) of PJSC "Magnit".
9. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on shares in the charter capital of LLC "Tandem" owned by the Company.
10.       Consideration of financial and operating results of PJSC "Magnit" Group of Companies for the 1st half of 2018.
11.       Consideration of the budget of PJSC "Magnit" Group of Companies for the 2nd half of 2018.
12.       Consideration of the Authority Matrix for management bodies and executive bodies of PJSC "Magnit" for transactions execution (approval).
13.       Consideration of the Authority Matrix on HR matters of PJSC "Magnit" Group of Companies.

 

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 1-9:

 

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.

Item 10:

 

There were no issues put to the vote.

 

Items 11-12:

 

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.

 

Item 13:

 

There were no issues put to the vote.

 

Content of the decisions:

 

The decision made on the Item 1 on the agenda:

 

"To approve of the Meetings Schedule of the Board of Directors of PJSC "Magnit" for 2018"

 

The decision made on the Item 2 on the agenda:

 

"To approve of the new version of the Regulations on Committees of the Board of Directors of PJSC "Magnit".

 

The decision made on the Item 3 on the agenda:

 

"To form the Capital Markets Committee of the Board of Directors of PJSC "Magnit"consisting of the following 3 (three) members:

- Ryan Charles Emmitt;

- Makhnev Alexey Petrovich;

- Foley Paul Michael. "

 

The decision made on the Item 4 on the agenda:

 

"To elect Foley Paul Michael as the Chairman of the Capital Markets Committee of the Board of Directors of PJSC "Magnit".

 

The decision made on the Item 5 on the agenda:

 

"The management's strategic logic of deploying capital to improve the supply chain and logistics infrastructure in order to improve customer value proposition and LFLs makes sense as presented to the Board of Directors.

To recommend the management that in addition to the ongoing work with Boston Consulting Group, management should engage an investment bank to examine the optimal strategy for improving logistics infrastructure to find the right asset for investment and its terms and to report back to the Board of Directors with a proposal".

 

The decision made on the Item 6 on the agenda:

 

"To approve the main terms of the Short-Term and Long-Term Incentive Programs of PJSC "Magnit" Group of Companies, as well as the Key Performance Indicators (KPIs) of the CEO and members of the Management Board of PJSC "Magnit"".

 

The decision made on the Item 7 on the agenda:

 

"To approve the contract form with a member of the Management Board of PJSC "Magnit".

 

The decision made on the Item 8 on the agenda:

 

"To approve the contract form with a sole executive body (Chief Executive Officer) of PJSC "Magnit".

 

The decision made on the Item 9.1 on the agenda:

 

"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of LLC "Tandem", to make the following decisions at the exercise of the voting right on shares in the charter capital of LLC "Tandem" owned by the Company:

"1. To reappoint Surzhikov Vasiliy Mikhailovich, the Chief Executive Officer of LLC "Tandem" (information is disclosed in accordance with the legislation on the personal data) for 5 (five) years.

2. To execute the additional agreement to the Employment agreement with Surzhikov Vasiliy Mikhailovich, the CEO of  LLC "Tandem", in accordance with this decision".

 

The decision made on the Item 9.2 on the agenda:

 

"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of LLC "Tandem", to make the following decisions at the exercise of the voting right on shares in the charter capital of LLC "Tandem" owned by the Company:

"To distribute a part of the LLC "Tandem" net profit following 2017 year in the amount of 50 000 000 (Fifty million) rubles.

To pay the above amount to the members of the LLC "Tandem" in proportion to their shares in the Company's charter capital.

The monetary funds shall be transferred to the settlement accounts of the Company's members within 60 days from the date of this decision".

 

Item 10 on the agenda:

 

The Audit Committee of the Board of Directors informed the Board of Directors of the issues that have been considered and heard at the Meeting of the Audit Committee of the Board of Directors, including the report of the management of PJSC "Magnit" on the financial and operating results of PJSC "Magnit" Group of Companies for the 1st half of 2018. . No issues were put to vote with regard to this item on the Agenda.

 

The decision made on the Item 11 on the agenda:

 

«To defer consideration of the budget of PJSC "Magnit" Group of Companies for the 2nd half of 2018 to the next Board of Directors meeting».

 

The decision made on the Item 12 on the agenda:

 

"To recommend the management of PJSC "Magnit" to prepare and present an analysis of the Authority Matrix for management bodies and executive bodies which is established in comparable public companies, including the analysis of such implementation of the Authority Matrix, on the issues specified in the Matrix».

 

Item 13 on the agenda:

 

The HR and Remuneration Committee of the Board of Directors informed the Board of Directors of the issues that have been considered and heard at the Meeting of the Committee, including the proposal of the management of PJSC "Magnit" on formation the Authority Matrix on HR matters of PJSC "Magnit" Group of Companies. . No issues were put to vote with regard to this item on the Agenda.

 

 

 

For further information, please contact:

 

 

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

 

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 June 30, 2018, Magnit operated 37 distribution centers and 16,960 stores (12,503 convenience, 244 hypermarkets, 213 supermarkets and 4,000 drogerie stores) in 2,808 cities and towns throughout 7 federal regions of the Russian Federation.

 

In accordance with the unaudited IFRS management accounts for 1H 2018, Magnit had revenues of RUB 595 billion and an EBITDA of RUB 44 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.