AGM Information • Jun 22, 2018
AGM Information
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21-Jun-2018 / 19:46 MSK
Dissemination of a RegulatoryAnnouncement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Press Release Krasnodar June 21, 2018
Krasnodar, Russia (June 21, 2018): Magnit PJSC, one of Russia's leading retailers (the "Company"; MOEX and LSE: MGNT), announces the results oftheAnnualGeneralShareholders Meeting and the dividend payment.
Type ofthe generalmeeting (annual (ordinary),extraordinary) - annual (ordinary). Formofthe generalmeeting - meeting (joint presence).
Date,venue and time of the general meeting:
Date of AGM: June 21, 2018. Venue: 15/4 Solnechnayastreet, Krasnodar, Russia. Meeting opening time: 11:00 amMoscowtime. Meeting closing time: 12:10 pmMoscowtime.
Postal address to which the completed voting ballots may be delivered: 15/5 Solnechnayastreet, Krasnodar, 350072, Russia.
QuorumofAGM:
Number of votes on the Company's voting shares on each agenda item of the AGM, determined in accordance with the provisions of the clause 4.20 of the Regulations on the additional requirements to the procedure of preparation, calling and holding of the general shareholders meeting, approved by the order of the Federal Financial Markets Service of Russia as of February 2, 2012, No. 12-6/ pzn:
on theagendaitemNo.1 "Approval ofthe PJSC "Magnit"annualreport for the year 2017"- 101,911,345 votes;
on theagendaitemNo.2 "Approval oftheannualaccounting (financial) reports ofPJSC "Magnit"- 101,911,345 votes;
on the agenda itemNo.3 "Approval of distribution of profits (including payment (declaration) of dividends) of PJSC "Magnit" following the 2017 reporting year results"- 101,911,345 votes;
on the agenda item No.4 "Payment of remuneration and reimbursement of expenses to the PJSC "Magnit" Board of Directors members" - 101,911,345 votes;
on the agenda item No.5 "Payment of remuneration and reimbursement of expenses to the PJSC "Magnit" Revision Commission members" - 101,911,345 votes;
on theagendaitemNo.6 "Election ofthe members ofthe Board ofDirectors ofPJSC "Magnit"- 713,379,415 votes;
on theagendaitemNo.7 "Election ofthe members ofthe RevisionCommission ofPJSC "Magnit"- 101,898,643 votes;
on the agenda item No.8 "Approval of the auditor of PJSC "Magnit" for the statements prepared in accordance with the Russian accounting standards"- 101,911,345 votes;
on the agenda item No.9 "Approval of the auditor of PJSC "Magnit" for the statements prepared in accordance with the International Financial Reporting Standards"- 101,911,345 votes;
on theagendaitemNo.10 "Approval ofthe Charter ofPJSC "Magnit"in the newedition"- 101,911,345 votes;
on theagendaitemNo.11 "Approval of the Regulations on the Generalshareholders meeting of PJSC "Magnit"in the newedition"- 101,911,345 votes;
on theagendaitemNo.12 "Approval of the Regulations on the Board ofDirectors ofPJSC "Magnit"in the newedition"- 101,911,345 votes; on theagendaitemNo.13 "Approval ofthe Regulations on thecollegialexecutive body (Management Board) ofPJSC "Magnit"in the newedition"
on theagendaitemNo.1 "Approval ofthe PJSC "Magnit"annualreport for the year 2017"- 70,602,986 votes;
on theagendaitemNo.2 "Approval oftheannualaccounting (financial) reports ofPJSC "Magnit"- 70,602,986 votes;
on the agenda itemNo.3 "Approval of distribution of profits (including payment (declaration) of dividends) of PJSC "Magnit"following the 2017 reporting year results"- 70,602,986 votes;
on the agenda itemNo.4 "Payment of remuneration and reimbursement of expenses to the PJSC "Magnit" Board of Directors members" - 70,602,986 votes;
on the agenda itemNo.5 "Payment of remuneration and reimbursement of expenses to the PJSC "Magnit" Revision Commission members" - 70,602,986 votes;
on theagendaitemNo.6 "Election ofthe members ofthe Board ofDirectors ofP JSC "Magnit"- 493,900,232 votes;
on theagendaitemNo.7 "Election ofthe members ofthe RevisionCommission ofPJSC "Magnit"- 70,590,284 votes;
on the agenda item No.8 "Approval of the auditor of PJSC "Magnit" for the statements prepared in accordance with the Russian accounting standards"- 70,602,986 votes;
on the agenda itemNo. 9 "Approval of the auditor of PJSC "Magnit"for the statements prepared in accordance with the International Financial
Reporting Standards"- 70,602,986 votes;
on theagendaitemNo. 10 "Approval ofthe Charter of PJSC "Magnit"in the newedition"- 70,602,986 votes;
on theagenda itemNo. 11 "Approval of the Regulations on the Generalshareholders meeting of PJSC "Magnit"in the newedition" - 70,602,986 votes;
on theagendaitemNo. 12 "Approval ofthe Regulations on the Board ofDirectors ofP JSC "Magnit"in the newedition"- 70,602,986 votes; on the agenda itemNo. 13 "Approval of the Regulations on the collegial executive body (Management Board) of PJSC "Magnit"in the new edition"- 70,602,986 votes.
Quorumis present to adopt the decisions on alltheagendaitems of theannualGeneralshareholders meeting of PJSC "Magnit".
«for» - 69,813,680 votes, which amounts to 98.8821 %ofthe total votes ofthe shareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 11,429 votes, which amounts to 0.0162 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item;
«abstained» - 173,140 votes, which amounts to 0.2452 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
"To approvethe PJSC "Magnit"annualreport for the year 2017".
«for» - 69,813,680 votes, which amounts to 98.8821 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 11,429 votes, which amounts to 0.0162 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item;
«abstained» - 173,140 votes, which amounts to 0.2452 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
"To approvetheannualaccounting (financial) reports ofPJSC "Magnit"for the year 2017".
«for» - 69,841,974 votes, which amounts to 98.9221 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 159,515 votes, which amounts to 0.2259 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«abstained» - 0 votes, which amounts to 0.0000% of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"To approvethefollowing allocation ofPJSC "Magnit"profit following the 2017 reporting year results:
1) To pay dividends on ordinary registered shares of PJSC "Magnit"in the amount of 13,808,988,602.50 rubles (Thirteen billion eight hundred and eight million nine hundred and eighty-eight thousand six hundred and two rubles fifty kopeks), which is 135.50 rubles (One hundred thirty-five rubles fifty kopeks) per one ordinary share.
a. payment of dividends shall beexecuted inmonetary funds;
b. to appoint thefollowing dividend record date:July 6, 2018;
c. to pay dividends in accordance with the procedureand within thetimelimitestablished by thelegislation ofthe Russian Federation.
2) To direct theretained net profit to the business development ofPJSC "Magnit".
«for» - 67,995,577 votes, which amounts to 96.3069 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 1,999,761 votes, which amounts to 2.8324 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 2,861 votes, which amounts to 0.0041 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"To pay remuneration to the members of the Board of Directors for participation in the work of the Board of Directors within the period fromJanuary 1, 2017 to June 21, 2018 in the amount and manner set out in the Regulations on the Company's Board of Directors approved by annualGeneralshareholders meeting on June 4, 2015 (minutesas ofJune 5, 2015).
Not to pay remuneration to the members ofthe Board ofDirectors following the work results for the 2017 reporting year.
To reimburse the documented expensesactually incurred by the members of the Board of Directors related to the performance of their functions within the period fromJanuary 1, 2017 to June 21, 2018 in theamount notexceeding 1,000,000.00 (One million) rubles foreachmember of the Board ofDirectors as provided in the Regulations on the Company's Board ofDirectors approved by annualGeneralshareholders meeting on June 4, 2015 (minutesas ofJune 5, 2015)".
«for» - 67,875,530 votes, which amounts to 96.1369 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 2,119,809 votes, which amounts to 3.0024 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 2,860 votes, which amounts to 0.0041 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"Not to pay remuneration for the period fromJanuary 1, 2017 to June 21, 2018 to the members ofthe Revision commission. "Not to reimburse expenses related to the functions of the Revision commission for the period from January 1, 2017 to June 21, 2018 to the members ofthe Revision commission".
«for» the candidates - 489,646,752 votes, which amounts to 99.1388 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «againstallcandidates» - 4,214,273 votes, which amounts to 0.8533 % ofthe total votes ofthe shareholders participated in the generalmeeting and
entitled to vote on this item;
«abstained in respect ofallcandidates» - 5,068 votes, which amounts to 0.0010 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
Votescast «for» theelection ofthecorresponding candidateisas follows: Mowat Gregor William- 53,581,510 votes, Demchenko Timothy - 110,159,954 votes; Simmons James Pat - 53,633,808 votes, MakhnevAlexey Petrovich - 110,159,954 votes, Foley PaulMichael- 53,722,342 votes, PrysyazhnyukAlexander Mikhailovich - 54,248,622 votes, RyanCharles Emmitt - 53,869,625 votes,
To elect to the Board ofDirectors ofPJSC "Magnit"thefollowing 7 persons:
On the 7 th agenda item"Election of the members of the Revision Commission of PJSC "Magnit": onEfimenko RomanGennadievich asacandidate:
«for» - 69,651,898 votes, which amounts to 98.6707 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 120,597 votes, which amounts to 0.1708 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 211,416 votes, which amounts to 0.2995 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
onTsyplenkovaIrina Gennadievnaasacandidate:
«for» - 69,498,109 votes, which amounts to 98.4528 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 274,387 votes, which amounts to 0.3887 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 211,415 votes, which amounts to 0.2995 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
onNeronovAlexeyGennadievich asacandidate:
«for» - 69,651,898 votes, which amounts to 98.6707 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«against» - 120,597 votes, which amounts to 0.1708 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 211,416 votes, which amounts to 0.2995 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"To elect to the Revision commission ofPJSC "Magnit: Efimenko RomanGennadievich; TsyplenkovaIrina Gennadievna; NeronovAlexey Gennadievich".
«for» - 67,288,585 votes, which amounts to 95.3056 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 2,066,643 votes, which amounts to 2.9271 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 641,385 votes, which amounts to 0.9084 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
"To approvethe Limited LiabilityCompanyAudit Firm"Faber Lex"(Taxpayer Id. Number 2308052975, address: 144/2 Krasnykh Partizan street, Krasnodar, Krasnodar krai, 350049, Russian Federation), as the auditor of PJSC "Magnit" for the statements prepared in accordance with the Russian accounting standards".
«for» - 67,288,708 votes, which amounts to 95.3058 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 2,066,520 votes, which amounts to 2.9270 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item;
«abstained» - 641,385 votes, which amounts to 0.9084 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this item.
"To approve Ernst &Young Limited Liability Company (Taxpayer Id. Number 7709383532, address: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035) as the auditor of PJSC "Magnit" for the statements prepared in accordance with the International Financial Reporting Standards".
«for» - 69,618,375 votes, which amounts to 98.6054 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 979,053 votes, which amounts to 1.3867 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«abstained» - 674 votes, which amounts to 0.0010 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote
"To approvethe Charter ofPJSC "Magnit"in the newedition".
«for» - 69,618,375 votes, which amounts to 98.6054 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item; «against» - 979,053 votes, which amounts to 1.3867 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«abstained» - 674 votes, which amounts to 0.0010 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"To approvethe Regulations on the Generalshareholders meeting ofPJSC "Magnit"in the newedition".
«for» - 47,564,033 votes, which amounts to 67.3683 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item;
«against» - 23,033,394 votes, which amounts to 32.6238 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item;
«abstained» - 675 votes, which amounts to 0.0010 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"To approvethe Regulations on the Board ofDirectors ofPJSC "Magnit"in the newedition".
«for» - 70,317,315 votes, which amounts to 99.5954 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item; «against» - 273,549 votes, which amounts to 0.3874 % ofthetotal votes oftheshareholders participated in the generalmeeting and entitled to vote on this item; «abstained» - 7,238 votes, which amounts to 0.0103 % of the total votes of the shareholders participated in the generalmeeting and entitled to vote on this item.
"To approvethe Regulations on collegialexecutive body (Management Board) ofPJSC "Magnit"in the newedition".
The minutes w/o No.areexecuted as of June 21, 2018.
Identification characteristics of securities the holders of which are entitled to participate in the general shareholders meeting of the issuer : ordinary registered uncertified shares, stateregistration number
1-01-60525-P of 04.03.2004, InternationalStock IdentificationNumber (ISIN) RU000A0JKQU8.
| 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 [email protected] |
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 ofMarch 31, 2018, Magnit operated 37 distribution centersand 16,625 stores (12,283 convenience, 242 hypermarkets, 210 Magnit Family storesand 3,890 drogeriestores) in 2,764 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:2.2. Inside information Sequence No.: 5668 EQS News ID: 697857
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