Board/Management Information • Apr 3, 2018
Board/Management Information
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Press Release Krasnodar April 3, 2018
Krasnodar, Russia (April 3, 2018): Magnit PJSC, one ofRussia's leading retailers (MOEXand LSE:MGNT),announces the Board of Directors candidate profiles.
OnApril 19 th , 2018 Magnit PJSC will hold an Extraordinary General Meeting (EGM) at which time a new Board of Directors will be chosen. In order that Magnit's shareholderscan better makean informed decision, pleasefind belowdetailed profiles ofthetwelvecandidates for the Board.
Candidate: #01
12. Alexander Shevchuk
| Name: | GregorW. Mowat |
|---|---|
| DOB: | 20April 1972 |
| Status: | Independent Candidate |
| Nominated by: | SergeyN. Galitskiy |
Education:
1994 / DurhamUniversity (Bachelor ofEnglishLiteratureand Language) 1998 / TheInstitute ofCharteredAccountants ofScotland (Member oftheInstitute ofCharteredAccountants ofScotland)
Current Employment:
2016 - present / Co-founderand CFO, nooli group, includingLOQBOXSavings Ltd and Credit Improver Ltd
Previous Employment: - 2016 / Founderand Chairman ofthe BritishChamber ofCommerceinKazakhstan - 2015 / Member ofBoard ofPartners, KPMGin the CIS - 2015 / Managing Partner, KPMGinKazakhstan and CentralAsia
2011 - 2015 / Partner, CFO and member ofthe Executive Committee, KPMGin the CIS
2008 - 2010 / Partner, KPMGinKazakhstan and CentralAsia
2006 - 2008 / Partner, KPMGinKorea
2003 - 2006 /Associate Director, FinancialServicesAudit - Partner, Transaction Services, KPMGinThaila nd
2001 - 2003 / Relationship Manager, MultinationalDivision - Senior Manager, Corporate Marketing, HSBC HongKong
Board ofDirectors Experience:
2017 - present / Nordgold - Non-Executive Directorand Chairman oftheAudit Committee
2016 - present / nooliUK Ltd group - Member ofBoard ofDirectors ofallcompanies
2014 - 2015 / BritishChamber ofCommerceinKazakhstan - Chairman
2011 - 2016 / Member ofthe board of directors ofmorethan 12 KPMGcompanies related to KPMGRussiaand CIS inmultiplecountries
Biography:
Mr Mowat spent more than 20 years working in the audit and accounting profession, mainly with KPMG. With a principal focus on banking and financialservicesclients, healso covered other sectors including oiland gasand naturalresources.
In 2011, Mr Mowat wasappointed CFO ofKPMGinRussiaand CIS, arole he held until 2016 and which required himto takeresponsibility forall the support functions in a multi-jurisdictional professionalservices firmwith 4,000 staff. In 2013, in addition to his CFO responsibilities, Mr Mowat wasappointed Managing Partner ofKPMGinKazakhstan, growing the business significantly in achallenging economicenvironment.
After being part of the team that set up and implemented the corporate governance for KPMG in Russia and CIS, including being a founding member of the Board of Partners, in 2016, Mr Mowat joined his family in the UK where he co-founded LOQBOX, a FinTech that provides everyone with a completely free way to build a credit payment history and learn responsible financialmanagement while they save. LOQBOX fixes financialexclusion for the large group of people globally who are locked out of the financialsystemeither through no fault of their own or because they have made mistakes in the past.
Candidate: #02
| Name: | Timothy Demchenko |
|---|---|
| DOB: | 13 September 1973 |
| Status: | Non-Independent Candidate |
| Nominated by: | LLC "VTBInfrastructureInvestments" |
Education: 1999 / LondonBusiness School(Masters in Finance Degree) 2016 / Harvard Business School(Senior Executive Course)
Current Employment: 2008 - present / VTBCapital plc- GlobalHead ofPrivate Equity and SpecialSituations
Board ofDirectors Experience: - 2014 / Lenta Ltd - Board Memberand Chairman ofthe Board (2009-2010) - 2012 / St. PetersburgAirport Management - Board Member - 2013 / Luxoft - Board Member - 2015 / Brunswick RailLimited - Board Member - 2016 / Russ Outdoor, LLC - Board Member
Timhas over 20 years of private equity and corporate investment experience across multiple European markets and Russia. In 2008, Timfounded VTB Capital's Private Equity and Special Situations business. As the Head and Managing Director of the business Timhas developed investment strategy and builtan international investment teambased both in London and Moscow. The business has invested over US\$2 billion ofcapital jointly with internationalco-investors, and achieved successful portfolio exits, including sales to strategic investorsand IPO on the LSE and NYSE, with an averageinternalrate ofreturn exceeding 40%.
Timhas lead VTB Capital private equity's investment in the Russian hypermarket chain Lenta and served as the Chairman of the Board fromthe initialinvestment until 2010 and asa member ofthe Board untilLenta's IPO on the LSE in 2014.
Prior to joining VTB Capital, Tim was responsible for the launch of Deutsche Bank's Private Equity business in Russia and CIS. Previously Mr. Demchenko worked for global multinationalcorporations (IBM and Siemens) as a senior executive based in London where he managed multiple large scale corporate investment projects. Prior to that, Tim served as an investment officer at TD Capital private equity based in London and focused on investments in the TMT sectoracross Europeand the US.
Candidate #3
Name: James P. Simmons
DOB: 7April 1978 Status: Independent Candidate Nominated by: LLC "VTBInfrastructureInvestments"
Education:
2007 / Harvard Business School(MBA, Baker Scholar) 2000 / PrincetonUniversity (BSE, Computer Science, magnacumlaude)
Current Employment: 2014 - present / Mazovia Capital- Partner
Previous Employment: 2012 - 2013 / Summa Group - ChiefInvestment Officer 2007 - 2011 / TPGCapital- Russia &CIS co-Head
Board ofDirectors Experience: - present / DigitalCare Holdings - Chairman ofthe Board - present / NXTVentures - Board Member - present / ClearCheck GlobalHoldings - Board Member - present / Mazovia Capital- Board Member - present / White Star 2 - Board Member
Mr. Simmons began his career at Goldman Sachs in NewYork, working in the Investment Banking Division. In 2002, Mr. Simmons joined TPG Capital,aleading global privateequity fund, inLondon. He participated in investments throughout WesternEuropein theretail, telecomand industrial sectors. In 2007, Mr. Simmons moved to Moscow where he eventually became the co-head of TPG's Russia & CIS business. During his tenure, TPG invested in the financialservices, retailand realestate sectors. From2011-2013, Mr. Simmons served as Chief Investment Officer of Summa Group, a diversified private holding company with significant investments in port logistics, engineering, construction, telecommunications, and the oil and gas sector. In 2014, Mr. Simmons became a co-founding partner at Mazovia Capital, an investment firmfocused on corporate and realestate privateequity opportunities inEasternEurope.
Candidate #4 Name: Oleg V. Zherebtsov DOB: 21 May 1968 Status: Independent Candidate Nominated by: The Genesis EmergingMarkets Investment Company The Genesis Group Trust for Employee Benefit Plans The Russian Prosperity Fund ProsperityRussia Domestic Fund Limited ProsperityCapitalManagement SICAV
2008 / BabsonCollege(Doctor ofHumanities)
Current Employment: 2010 - present / GrotexLLC - ChiefExecutive Officer
Previous Employment: 1994-2003 / Lenta- Founder, CEO
Board ofDirectors Experience:
2004 - present / EuropeanUniversity ofSt. Petersburg - Member ofthe Board ofRegents 1994-2009 / Lenta- Chairman ofthe Board ofDirectors
Mr. Oleg Zherebtsov founded Lenta LLC in 1993. Mr. Zherebtsov served as GeneralDirector ofLentafrom1994 to 2003. Mr. Zherebtsov served as Chairman and Director of Lenta LLC until October 2009. He has been a Member of the Russian Government's Council for Competition and Entrepreneurialship since 2004.
In 2005, he founded a chain of stores called Norma and sold his assets in the company in 2011. In 2010, Mr. Zherebtsov founded Solopharm, focused on production of high-tech innovative pharmaceutical products, the plantstarted operations in 2014.
Mr. Zherebtsov enjoys sailing and runs his own team. In 2008 hetook part in theround-the-world regatta Volvo OceanRace. Heis the 2011 World Champion in the 12-meterclass.
| Name: | Evgeny V. Kuznetsov | |
|---|---|---|
| DOB: | 26August 1969 | |
| Status: | Independent Candidate | |
| Nominated by: | The Genesis EmergingMarkets Investment Company | |
| The Genesis Group Trust for Employee Benefit Plans | ||
| The Russian Prosperity Fund | ||
| ProsperityRussia Domestic Fund Limited | ||
| ProsperityCapitalManagement SICAV |
1991 / BarnaulPedagogicalInstitute(ForeignLanguages) 1996 / University ofOregon (MBA- Finance)
Current Employment:N/A
Previous Employment: 1996 - 2016 / Genesis Investment Management LLP - Partner, Portfolio Manager
Board ofDirectors Experience: N/A
Mr. EvgenyKuznetsov served asa Partnerand Portfolio Managerat Genesis Investment Management, LLP. Mr. Kuznetsov joined Genesis in 1996 asan investmentanalystand over thefollowing twenty yearsconducted research and made portfolio investments in various EmergingMarkets, such as Russia, China, Turkey, EasternEurope, SouthEastAsiaand LatinAmerica. Prior to this, he trained asan investmentanalystat Stewart Ivory. Mr. Kuznetsov studied InternationalFinanceat the University ofOregon, where heearned an M.B.A.
| Candidate: | #06 |
|---|---|
| Name: | Alexey P. Makhnev |
| DOB: | 24 May 1976 |
Status: Non-Independent Candidate Nominated by: LLC "VTBInfrastructureInvestments"
Education:
1998 / St. Petersburg State University ofEconomicsand Finance(Economics) 2001 / St. Petersburg State University ofEconomicsand Finance(Ph.DEconomics)
Current Employment: 2018 - Present / VTBCapital, Vice Chairman 2013 - Present / VTBBank, Senior Vice President,Advisor to the First DeputyChairman
2009 - 2017 / VTBCapital, Investment Banking, ManagingDirector, GlobalHead ofConsumer, Retailand RealEstate 2007 - 2009 / Morgan Stanley, Executive Director, Head ofConsumerand Retail, Russiaand CIS Investment Banking 2003 - 2007 / UFG- Deutsche Bank, Vice-President, Investment Banking
Board ofDirectors Experience: - present / Mvideo - Independent Board Member - present / LSR- Independent Board Member - 2015 / Magnit - Independent Board Member
Mr. Makhnev has almost two decades ofexpertise and experience with the Russian consumer and retailsector. In 2006, Mr. Makhnevwas a lead member of the investment banking teamthat took Magnit public. For six years Mr. Makhnev served on Magnit's Board of Directors and worked closelywith SergeyGalitsky (Founderand former CEO).
Over the past 15 years, Mr. Makhnev has worked on a large number ofconsumerand retail transactions in Russia and the CIS. Almost all Russian listed companiesareamongMr. Makhnev'sclients including but not limited to Magnit, Lenta, Okey, Dixy, Mvideo, LSR, Etalon, PIK, Rusagro, and MDMedical.
Currently, Mr. Makhnev also servesasan Independent Board Memberat two Russian consumer focused companies - Mvideo and LSR.
Candidate: #07
Name: Paul M. Foley DOB: 24 July 1958 Status: Independent Candidate Nominated by: SergeyN. Galitskiy
Current Employment: 2012 - present / FoleyRetailConsulting - Founder, Managing Partner
Previous Employment: 1999 - 2009 /AldiSüd (UK &Ireland) - ChiefExecutive Officer
Board ofDirectors Experience:
2017 - present /AHTCooling Systems GmbH(Owned byBridgepoint P.E.) - SupervisoryBoard Member (Independent)
2016 - present / VoliTrade D.O.O. (Supermarkets) - Independent Board Member ofVoliMontenegro on behalf ofmajor investor EBRD
2014 - present / BelWillesden/GIPPO Hypermarkets Belarus - Advisor to the Board and representative of the main shareholder OlegBaranovsky
2014 - 2017 / INVERTOAGConsultingGermany (Business sold to BCG) - Advisor to the Board
2012 - 2014 / ICELANDFoods (Supermarkets) - Part Time Executive Director
2012 - 2013 / EKO Holdings S.A. Poland (Supermarkets Owned byAdvent Int. P.E.) - Non-Executive Director
Biography:
Paul Foley is the Founder and Managing Partner of Foley Retail Consulting GmbH in Europe. Paul is currently serving on the board at GIPPO Hypermarkets in Belarus, VOLI in Montenegro and AHT Cooling Systems in Austria. Paul has previous experience at board level with Iceland Foods UK, overseeing internationalexpansion from2012 to 2014 and at EKO Holdings Poland,a 300-storeretail business.
The main bulk of his career was 23 years at Aldi Süd, a privately held, German-headquartered global retailer, with operations in 10 countries coveringEurope, US andAustraliaending in 2012. During his tenure, Paulserved onAldiSüd internationalmanagement board. He was the CEO for the UK and Republic of Ireland from 1999-2009 as well as identifying and implementing new business opportunities, including entry into new geographies (includingAustralia).
Paul started his career with Bejam Frozen Foods in 1974 and has over 40 years of experience in retail. He is fluent in English, German and Bulgarian.
| Candidate: | #08 |
|---|---|
| Name: | KhachaturE. Pombukhchan |
| DOB: | 16 March 1974 |
| Status: | Non-Independent Candidate |
| Nominated by: | SergeyN. Galitskiy |
Education: 1996 / Kuban State University (Applied Mathematics) 2000 /All-Russia DistanceInstitute ofFinanceand Economics (Economics)
Current Employment: 2018 - Present / Magnit PJSC - ChiefExecutive Officer
Previous Employment:
Board ofDirectors Experience: 2010-2018 / Magnit PJSC - Chairman ofthe Board ofDirectors 2008-2010 / Magnit PJSC - Member ofthe Board ofDirectors
Biography:
Mr. Pombukhchan is a native of Krasnodar, Russia where he graduated in 1996 with a degree inApplied Mathematics at Kuban State University and in 2000 earned a higher education in Economics. Mr. Pombukhchan has over 15 years of experience at two of Russia's leading consumer companies - MTS Telecommunicationsand Magnit.
For the past 10 years, Mr. Pombukhchan has been the Chief FinancialOfficer at Magnit where he worked very closely with Magnit's Founder and
former CEO, Sergey Galitskiy. Under Mr. Pombukhchan's financial leadership Magnit transformed froma strong regionalchallenger into one of the most profitableand valuable FMCGretailcompanies in all ofEurope.
During the past few years, Mr. Pombukhchan has assumed additional responsibilities beyond the traditional mandate of a CFO and has been responsible for success in a number of new areas for Magnit; including the implementation of a refurbishment program for the neighborhood Convenience format, a complete repositioning of the Magnit Family brand working with outside consultants, the launch ofa new Pharmacy format and its current integration into the Cosmetics format,and a betatest for a newBig Dataand loyalty programin two Federal Regions withmore than 300,000 customers participating.
Mr. Pombukhchan was appointed CEO of Magnit in February 2018 and is very much looking forward to the challenge and opportunity to work with allstakeholders to rebuild Magnit into thestrongestand most valuable publicly-traded Russian retailcompany.
| Candidate | #09 |
|---|---|
| Name: | AlexanderM. Prisyazhnyuk |
| DOB: | 23 May 1972 |
| Status: | Independent Candidate |
| Nominated by: | The Genesis EmergingMarkets Investment Company The Genesis Group Trust for Employee Benefit Plans |
| The Russian Prosperity Fund | |
| ProsperityRussia Domestic Fund Limited | |
| ProsperityCapitalManagement SICAV |
Education: 1995 / Kuban State University (Engineering Physicist)
Current Employment: N/A
Previous Employment:
2008 - 2009 / Tander JSC - Director ofStrategic Development 2003 - 2008 / Magnit OJSC / Tander OJSC - ChiefFinancialOfficer 2005 - 2008 / Magnit Finance LLC - GeneralDirector 1999-2008 / Tander CJSC - CFO 1997-1999 / Tander CJSC - Head ofSales, Director ofStavropolBranch
Board ofDirectors Experience: - present / LSRGroup PJSC - Independent Board Member - 2017 / M.video PJSC - Independent Board Member, Chairman oftheAudit Committee - 2016 / Dixy PJSC - Independent Board Member, Chairman of the Audit Committee, Chairman of the Compensation and Nominating Committee - 2008 / Magnit OJSC / Tander JSC - Board Member
Biography:
Alexander Prisyazhnuk held various positions at Tanderand Magnit from 1997 to 2009. These included CFO at Tander and Magnit, General Director of Magnit Finance, and Director of Strategic Development at Tander. He was also a Director at Magnit, Tander and Magnit Nizhny Novgorod and Directorat Dixy and M.video. Today, heservesasan Independent Director of LSRGroup's Board ofDirectors.
Candidate #10
Name: Ilya K. Sattarov DOB: 13 July 1976 Status: Non-Independent Candidate Nominated by: SergeyN. Galitskiy
Education: 1998 / Kuban State University, Department ofFinance &Credit (Economics Degree) 2015 / Institute ofModernTechnology and Economics, Krasnodar. Corporate StrategyMBAcourse
Current Employment: 2018 - present / Magnit PJSC - First DeputyCEO
Previous Employment:
2017 - 2018 / Magnit PJSC - DeputyCEO (Sales, HumanResources, Network Development)
Mr. Sattarov is a native of the Krasnodar Region. He graduated from Kuban State University in 1998 with a degree in Finance & Credit. Mr. Sattarov's early career was in the banking sector where he was instrumental in building both the retailand commercial businesses for severallocal banks.
In 2007, Mr. Sattarov joined Banque Societe Generale Vostok where he was named the Director of the SouthernRegion. During his four years at "Banque Societe Generale Vostock," Mr. Sattarov was responsible for successfully developing new branches in Krasnodar, Sochi, Stavropol, Rostov-on-Don,and Volgograd.
In 2010, Mr. Sattarov was recruited by Sergey Galitskiy to join the senior management teamat Magnit. During his 8 years at Magnit, Mr. Sattarov has held a number of senior executive roles with responsibilities including Logistics, Human Resources, Sales, and Network Development. Mr. Sattarov worked closely with Sergey Galitskiy to build Magnit logistics platforms into one of the strongest in Russia today. Mr. Sattarov was instrumentalin fully integratingMagnit's logistics to cover transportation, warehousing,and customsclearance.
Over the past two years, Mr. Sattarov has assumed even more management responsibility and has worked closely with Mr. Galitskiy and Mr. Pombukhchan in growingMagnit into one ofthelargestand most profitable FMCGretailers in Europe. Mr. Sattarov looks forward to thechallenges and opportunities facingMagnit today and isconfident that Magnit hasa very bright futureahead ofit.
| Name: | Charles E. Ryan |
|---|---|
| DOB: | 11 May 1967 |
| Status: | Independent Candidate |
| Nominated by: | SergeyN. Galitskiy |
1989 / Harvard University (ABdegree, Faculty ofArts &Sciences with afield ofconcentration inGovernment)
CurrentJobs:
2008 - Present / UFGAsset Management (Chairman)
Board ofDirectors Experience:
2008 - present / The US Russia Foundation (holding The U.S. Russia Investment Fund ("TUSRIF") as a subsidiary) - Member of Board of Directors
2007 - 2015 /ANO "MoscowSchool ofPoliticalResearch" - Co-Chairman ofBoard ofDirectors
2006 - present / US-Russia Business Council- Member ofthe Board ofAdvisors
2005 - present / PGI Plc- Member ofthe Board ofDirectors
Charles Ryan's distinguished financialcareercombines top levelexpertiseand deep knowledge of bothRussian and internationalmarkets.
Mr. Ryan began his professionalcareer in 1989 with CS First Boston, where he was a FinancialAnalyst. From1991 to 1994, Mr. Ryan was an Associate and Principal Banker with the European Bank for Reconstruction and Development in London, where he played a crucial role in the city of St. Petersburg's privatization programfor industry and realestate. In 1994, Mr. Ryan co-founded the United Financial Group, an independent investment bank in Moscow. United Financial Group was a founding member of such key market institutions as RTS (now part of the Moscow Exchange)and Investor ProtectionAssociation. UFGAsset Management was founded as part ofthe United FinancialGroup in 1996.
In 2005, when Deutsche Bank acquired 100% of UFG's investment banking business, Charles Ryan was appointed as the Chief Country Officer and CEO of the Deutsche Bank Group in Russia. He stepped down as the CEO of Deutsche Bank in Russia in September 2008 and in October 2008 became the Chairman of UFG Asset Management. In addition to his role as the Chairman, Mr. Ryan is also responsible for the overall management ofUFG's privateequity business.
| Candidate | #12 |
|---|---|
| Name: | AlexanderV. Shevchuk |
| DOB: | 03 June 1983 |
| Status: | Independent Candidate |
| Nominated by: | The Genesis EmergingMarkets Investment Company |
| The Genesis Group Trust for Employee Benefit Plans | |
| The Russian Prosperity Fund | |
| ProsperityRussia Domestic Fund Limited | |
| ProsperityCapitalManagement SICAV |
Education:
2005 / FinancialAcademy under the Government ofthe Russian Federation, Faculty ofFinanceand Credit (Economics)
Current Employment:
2014 - present / Executive DirectoratAssociation of InstitutionalInvestors (API)
2015 - present / OGK-2 - Independent Non-executive Director
2015 - present / IDGC ofCenter (Group ofcompaniescontrolled byRosseti) - Independent Non-executive Director
2016 - present / IDGC ofUrals (Group ofcompaniescontrolled byRosseti) - Independent Non-executive Director
2017 - present / IDGC ofNorth-West (Group ofcompaniescontrolled byRosseti) - Independent Non-executive Director
2012 - 2016 / Mostotrest - Independent Non-executive Director
2017 / TGK-1 - Independent Non-executive Director
2013 - 2014 / UAZ - Independent Non-executive Director
2010 - 2011 / Centertelecom- Independent Non-executive Director
2006 - 2011 / Far East telecom- Independent Non-executive Director
2010 - 2011 / South telecom- Independent Non-executive Director
2010 - 2011 / Sibirtelecom- Independent Non-executive Director
Audit Commissions Experience:
2014 - present / Rostelecom
2013 - present / Rosnano
Biography:
Mr. Alexander Shevchuk is an Executive Director at the Association of Professional Investors (API), leading Russian association of institutional investors uniting 30 largeand mostactiveinstitutionalcompanies with theaggregatesize of portfolio investments under management inRussia of over \$29 bn.Alexander started hiscareer in 2002 asan analyst ofthe group of non-executive directors in the Russian companies. He has vastexperience in corporate governance including 13-year experience as a Board member in 18 companies and several audit commissions. Alexander represents portfolio investors in the largest reorganizations and reforms of Russian companies, in government relations and dispute settlement in corporate governanceimprovement processes.
Forfurtherinformation, please contact:
| Timothy Post | Head ofInvestor Relations Email: [email protected] Office:+7-861-277-4554 x 17600 |
|---|---|
| Dina Svishcheva | DeputyDirector, Investor Relations Email:[email protected] Office:+7-861-277-4554 x 15101 |
| MediaInquiries | Media Relations Department |
Public Joint Stock Company "Magnit"is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city ofKrasnodar. As ofDecember 31, 2017, Magnit operated 37 distribution centers and 16,350 stores (12,125 convenience, 243 hypermarkets, 208 Magnit Family storesand 3,774 drogeriestores) in 2,709 citiesand towns throughout 7 federalregions ofthe Russian Federation.
In accordance with theaudited IFRS results for 2017, Magnit had revenues ofRUB 1,143 billion and an EBITDAofRUB 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 fromStandard &Poor's ofBB. Measured bymarketcapitalization, Magnit is one ofthelargest retailers inEurope.
ISIN: US55953Q2021 Category Code: MSCU TIDM: MGNT LEICode: 2534009KKPTVL99W2Y12 OAM Categories:3.1.Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 5358
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