Press Release | Krasnodar | September 7, 2018
PJSC "Magnit" Announces the Results of the BOD Meeting
Krasnodar, Russia (7 September, 2018): Magnit PJSC (MOEX and LSE: MGNT), one of Russia's leading retailers announces the results of the Board of Directors meeting held on September 06, 2018.
Please be informed that on September 06, 2018 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of September 07, 2018).
The meeting agenda:
- Making a decision for approval of the execution of major transaction.
- Approval of the candidate for the position of the head of the internal audit.
- Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares in the charter capital 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:
Items 1-3
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:
«To approve the execution of the major transaction - the contract on shareholder's contribution to the Company's assets which the Company plans to execute in future with Joint Stock Company "Tander" (hereinafter - the Contract) on the following terms:
- parties to the transaction: the Shareholder - PJSC "Magnit", the Company - JSC "Tander";
- subject of the transaction: the Shareholder shall transfer the contribution (funds) to the Company's assets free of charge for the purposes of financing and supporting the Company's activities.
- The maximum amount of transaction: 60,000,000,000 (sixty billion) rubles.
- The Shareholder shall transfer the Contribution to the Company within 30 days upon signing the Contract.
- The contribution voluntarily made to the Company's assets shall not change the size of the Shareholder's share, shall not increase the Charter capital of the Company and shall not change the nominal value of the shares.
The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the contract, may amount to 25 and more per cent of the book value of the Company's assets, determined from the data of its accounting (financial) statements as of the last reporting date, but not more than 50 per cent of the book value of the Company's assets, determined from the data of its accounting (financial) statements as of the last reporting date.
Hereby to provide the Chief Executive Officer of PJSC "Magnit" with the right to sign the additional agreements to the contract changing the contract terms, within the limits hereof".
Item 2 on the agenda:
To appoint Andrey Zadoyanniy for the position of the head of internal audit.
Item 3.1 on the agenda:
To recommend the sole executive body of PJSC "Magnit" being the sole shareholder of JSC "Tander" to make the decision at the exercise of its voting right on JSC "Tander" shares owned by the Company as follows:
"To pay dividends on JSC "Tander" ordinary registered shares following the results of the 6 months of the 2018 reporting year in the amount of 3,500,000,000 (three billion five hundred million) rubles" which constitutes 0.35 rubles (thirty five kopeks) per one share.
To determine the following dividend record date: September 23, 2018.
To effect payment of dividends under the procedure and terms set by the legislation of the Russian Federation".
Item 3.2 on the agenda:
To recommend the sole executive body of PJSC "Magnit" being the sole shareholder of JSC "Tander" to make the decision at the exercise of its voting right on JSC "Tander" shares owned by the Company as follows:
"Under the article 32/2 of the Federal law "On joint stock companies" dated December 26, 1995 No.208-FZ and paragraph 26 article 14.2 of the JSC "Tander" Charter to approve the execution of the contract on shareholder's contribution to the Company's assets (the Contract) by JSC "Tander" (the Company), planned for execution in future with the sole shareholder Public Joint Stock Company "Magnit" (the Shareholder) under the following terms:
- parties to the transaction: the Shareholder - PJSC "Magnit", the Company - JSC "Tander";
- subject of the transaction: the Shareholder shall transfer the contribution (funds) to the Company's assets free of charge for the purposes to finance and support of the Company's activities.
- The maximum amount of transaction: 60,000,000,000 (sixty billion) rubles.
- The Shareholder shall transfer the Contribution to the Company within 30 days upon signature of the Contract.
- The contribution voluntarily made to the Company's assets shall not change the size of the Shareholder's share, shall not increase the authorized capital of the Company and shall not change the nominal value of the shares.
Hereby to provide the Chief Executive Officer of JSC "Tander" with the right to sign the additional agreements to the contract changing the contract terms, within the limits hereof".
For further information, please contact:
Dina Svishcheva Media Inquiries
Head of IR Media Relations Department
Email: Chistyak@magnit.ru Email: press@magnit.ru
Office: +7-861-277-4554 x 15101
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 reviewed IFRS consolidated financial statements 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.
