Press Release | Krasnodar | February 14, 2019

 

PJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, Russia (14 February, 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 February 13, 2019.

 

Please be informed that on February 13, 2019 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of February 13, 2019).

 

The meeting agenda:

 

1. Determination of the quantitative composition of PJSC "Magnit" Management board.

2. Election of a member of PJSC "Magnit" Management board.

3. Determination of the person authorized to sign the contract on behalf of PJSC "Magnit" with a member of PJSC 'Magnit" Management board.

4. Consideration of the performance results of PJSC "Magnit" and its subsidiaries for full year 2018 and 4th quarter of 2018 in accordance with IFRS.

5. Approval of the detailed plan of activity of the structural division carrying out internal audit for 2019.

6. Making a decision to give consent to a major transaction.

7. Determination of the position of PJSC "Magnit" representative at the exercise of voting right on 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:

Item 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".

Item 4

There were no issues put to the vote.

 

Item 5-7

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:

 

The decision made on the Item 1 on the agenda:

"To determine the quantitative composition of PJSC "Magnit" Management Board as consisting of 10 individuals from February 13, 2019".

 

The decision made on the Item 2 on the agenda:

"To elect Dei Maria Viktorovna as a member of the PJSC "Magnit" Management Board from February 13, 2019".

The share of the member in the charter capital of the issuer, and the share of ordinary shares of the issuer owned by this member:

- Dei Maria Viktorovna - 0 %.

 

The decision made on the Item 3 on the agenda:

"To authorize Foley Paul Michael, the Deputy Chairman of the Board of Directors, to sign the labor contract with Dei Maria Viktorovna on behalf of the Company".

 

Item 4 on the agenda:

The management represented the main information on the results of activities of PJSC «Magnit» and its subsidiaries for 12 months of 2018 and for the 4th quarter of 2018.

No issues have been put to vote with regard to this Agenda issue.

 

The decision made on the Item 5 on the agenda:

"To approve the detailed plan of activity of the structural division carrying out internal audit for 2019".

 

The decision made on the Item 6 on the agenda:

"To give a consent to enter into 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 essentials:

1. parties to the transaction: the Shareholder - PJSC "Magnit", the Company -  JSC "Tander";

2. 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 the Company's activities.

3. The maximum amount of transaction: 50,000,000,000 (Fifty billion) rubles.

4. The Shareholder shall transfer the Contribution to the Company within 30 days upon signature of the Contract.

5. The contribution voluntarily made to the Company's assets shall not change the size of the Shareholder's share, neither increase the authorized capital of the Company and nor 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".

 

The decision made on the Item 7 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 essentials:

1. parties to the transaction: the Shareholder - PJSC "Magnit", the Company -  JSC "Tander";

2. 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 the Company's activities.

3. The maximum amount of transaction: 50,000,000,000 (Fifty billion) rubles.

4. The Shareholder shall transfer the Contribution to the Company within 30 days upon signature of the Contract.

5. The contribution voluntarily made to the Company's assets shall not change the size of the Shareholder's share, neither increase the authorized capital of the Company and nor 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:

 

Dmitry Kovalenko     Media Inquiries

Director for Investor Relations   Media Relations Department

Email: kovalenko_dv3@magnit.ru   Email: press@magnit.ru

Office: +7-861-277-4554 x 46082  

 

 

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 December 31, 2018, Magnit operated 37 distribution centers and 18,399 stores (13,427 convenience, 467 supermarkets and 4,505 drogerie stores) in 2,976 cities and towns throughout 7 federal regions of the Russian Federation.

 

In accordance with the unaudited IFRS management accounts for 2018, Magnit had revenues of RUB 1,237 billion and an EBITDA of RUB 90 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.