AGM Information • May 31, 2019
AGM Information
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| 1. General information | |
|---|---|
| 1.1. Full company name of the issuer (for a noncommercial organization - name) |
Public Joint Stock Company "Magnit" |
| 1.2. Short company name of the issuer | PJSC "Magnit" |
| 1.3. Address of the issuer | 15/5 Solnechnaya street, Krasnodar, Russian |
| Federation | |
| 1.4. Principal State Registration Number of the issuer | 1032304945947 |
| 1.5. Taxpayer Identification Number | 2309085638 |
| 1.6. Unique code of the issuer, assigned by the registration authority |
60525-Р |
| 1.7. Website used by the issuer for information disclosure | http://www.e |
| disclosure.ru/portal/company.aspx?id=7671; | |
| http://ir.magnit.com/ | |
| 2. Report content |
2.1. Type of the issuer's general shareholders meeting (annual (ordinary), extraordinary) – annual.
2.2. Form of the issuer's general shareholders meeting (meeting (joint presence) or absentee voting): meeting (joint presence).
2.3. Date, venue, time of the issuer's general shareholders meeting:
Date and venue of the general shareholders meeting: May 30, 2019, 15/4 Solnechnaya street, Krasnodar, Russia. Meeting opening time: 11:00 a.m. Moscow time
Meeting closing time: 13:50 p.m. Moscow time
Postal address to which the completed voting ballots may be delivered: 15/5 Solnechnaya street, Krasnodar, 350072, Russia.
2.4. Quorum of the issuer's general shareholders meeting:
Number of votes on the voting shares of the company on each agenda item of general meeting, determined in accordance with the provisions of paragraph 4.24 of the Regulation on the additional requirements to the procedure of preparation, calling and holding of the general shareholders meeting, approved by the Bank of Russia on November 16, 2018 No. 660-П:
on the agenda item № 1. Approval of the PJSC "Magnit" Annual Report for the year 2018 – 101,911,345 votes; on the agenda item № 2. Approval of the annual accounting (financial) reports of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 3. Approval of distribution of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the results of 2018 reporting year – 101,911,345 votes;
on the agenda item № 4. Remuneration and reimbursement of expenses to the members of the Revision Commission of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 5. Election of the members of Board of directors of PJSC "Magnit" – 917,202,105 votes; on the agenda item № 6. Election of the members of the Revision Commission of PJSC "Magnit" – 101 903 978 votes;
on the agenda item № 7. Approval of the auditor of PJSC "Magnit" for the financial statements prepared in accordance with the Russian accounting standards – 101,911,345 votes;
on the agenda item № 8. Approval of the auditor of PJSC "Magnit" for the financial statements prepared in accordance with the IFRS – 101,911,345 votes;
on the agenda item № 9.On supplementing the Charter of PJSC "Magnit" with paragraph 8.9. – 101,911,345 votes;
on the agenda item № 10. On supplementing the Charter of PJSC "Magnit" with paragraph 8.9. – 101,911,345 votes;
on the agenda item № 11. On amending paragraph 13.12 of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 12. On amending paragraph 13.12 of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 13. On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 14. On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 15. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 16. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 17. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 18. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 19. On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 20. On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 21. On amending the article 30 of the Regulations of the Board of directors of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 22. On amending the article 30 of the Regulations of the Board of directors of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 23. On supplementing the Regulations of the Board of directors of PJSC "Magnit" with paragraph 35.1. – 101,911,345 votes;
on the agenda item № 24. On supplementing the Regulations of the Board of directors of PJSC "Magnit" with paragraph 35.1. – 101,911,345 votes;
on the agenda item № 25. On amending the article 42 of the Regulations of the Board of directors of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 26. On amending the article 42 of the Regulations of the Board of directors of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 27. On amending certain provisions of the Charter of PJSC "Magnit" – 101,911,345 votes; on the agenda item № 28. On amending certain provisions of the Regulations of the Board of directors of PJSC "Magnit" – 101,911,345 votes;
on the agenda item № 29. On adopting of the new version of the Regulations of PJSC "Magnit" on the Collective Executive Body (Management Board) – 101,911,345 votes;
on the agenda item № 30. On adopting of the new version of the Regulations of PJSC "Magnit" on the Sole Executive Body (Chief Executive Officer– 101,911,345 votes.
Number of votes of shareholders participated in the general shareholders meeting:
on the agenda item № 1. Approval of the PJSC "Magnit" Annual Report for the year 2018 – 76,680,059 votes; on the agenda item № 2. Approval of the annual accounting (financial) reports of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 3. Approval of distribution of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the results of 2018 reporting year – 76,680,059 votes;
on the agenda item № 4. Remuneration and reimbursement of expenses to the members of the Revision Commission of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 5. Election of the members of Board of directors of PJSC "Magnit" – 689,160,393 votes; on the agenda item № 6. Election of the members of the Revision Commission of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 7. Approval of the auditor of PJSC "Magnit" for the financial statements prepared in accordance with the Russian accounting standards – 76,680,059 votes;
on the agenda item № 8. Approval of the auditor of PJSC "Magnit" for the financial statements prepared in accordance with the IFRS – 76,680,059votes;
on the agenda item № 9.On supplementing the Charter of PJSC "Magnit" with paragraph 8.9. – 76,680,059 votes;
on the agenda item № 10. On supplementing the Charter of PJSC "Magnit" with paragraph 8.9. – 76,680,059 votes;
on the agenda item № 11. On amending paragraph 13.12 of the Charter of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 12. On amending paragraph 13.12 of the Charter of PJSC "Magnit" – 76,680,059 votes; on the agenda item № 13. On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 14. On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 15. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes; on the agenda item № 16. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes; on the agenda item № 17. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes; on the agenda item № 18. On amending paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes; on the agenda item № 19. On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC
"Magnit" – 76,680,059 votes; on the agenda item № 20. On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 21. On amending the article 30 of the Regulations of the Board of directors of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 22. On amending the article 30 of the Regulations of the Board of directors of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 23. On supplementing the Regulations of the Board of directors of PJSC "Magnit" with paragraph 35.1. – 76,680,059 votes;
on the agenda item № 24. On supplementing the Regulations of the Board of directors of PJSC "Magnit" with paragraph 35.1. – 76,680,059 votes;
on the agenda item № 25. On amending the article 42 of the Regulations of the Board of directors of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 26. On amending the article 42 of the Regulations of the Board of directors of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 27. On amending certain provisions of the Charter of PJSC "Magnit" – 76,680,059 votes; on the agenda item № 28. On amending certain provisions of the Regulations of the Board of directors of PJSC "Magnit" – 76,680,059 votes;
on the agenda item № 29. On adopting of the new version of the Regulations of PJSC "Magnit" on the Collective Executive Body (Management Board) – 76,680,059 votes;
on the agenda item № 30. On adopting of the new version of the Regulations of PJSC "Magnit" on the Sole Executive Body (Chief Executive Officer– 76,680,059 votes.
2.5. Agenda of the issuer's general shareholders meeting:
1. Approval of the PJSC "Magnit" Annual Report for the year 2018;
2. Approval of the annual accounting (financial) reports of PJSC "Magnit";
3. Approval of distribution of profit (including payment (declaration) of dividends) of PJSC "Magnit" following the results of 2018 reporting year;
4. Remuneration and reimbursement of expenses to the members of the Revision Commission of PJSC "Magnit";
5. Election of the members of Board of directors of PJSC "Magnit";
6. Election of the members of the Revision Commission of PJSC "Magnit";
7. Approval of the auditor of PJSC "Magnit" for the financial statements prepared in accordance with the Russian accounting standards;
8. Approval of the auditor of PJSC "Magnit" for the financial statements prepared in accordance with the IFRS;
9. On supplementing the Charter of PJSC "Magnit" with paragraph 8.9.;
15. On amending paragraph 14.2 of the Charter of PJSC "Magnit";
29. On adopting of the new version of the Regulations of PJSC "Magnit" on the Collective Executive Body (Management Board);
30. On adopting of the new version of the Regulations of PJSC "Magnit" on the Sole Executive Body (Chief Executive Officer).
2.6. Voting results on the agenda items of the issuers general shareholders meeting, where quorum is present, and the decision's statements, adopted by the issuers general shareholders meeting:
On the 1st agenda item "Approval of the PJSC "Magnit" annual report for the year 2018":
«for» - 76,332,440 votes, which amounts to 99.5467% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 113,033 votes, which amounts to 0.1474 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To approve the PJSC "Magnit" annual report for the year 2018".
On the 2nd agenda item "Approval of the annual accounting (financial) report of PJSC "Magnit":
«for» - 76,332,440 votes, which amounts to 99.5467% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 0 votes, which amounts to 0% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 113,033 votes, which amounts to 0.1474 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item. Adopted decision:
"To approve the annual accounting (financial) report of PJSC "Magnit" for 2018."
On the 3rd agenda item "Approval of distribution of profits (including payment (declaration) of dividends) of PJSC "Magnit" following the 2018 reporting year results":
«for» - 76,331,289 votes, which amounts to 99.5452% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 113,424 votes, which amounts to 0.1479% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 760 votes, which amounts to 0.0010 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To distribute profits of PJSC "Magnit" following the 2018 reporting year results as follows:
1) To pay dividends on ordinary registered shares of PJSC "Magnit" in the amount of 16,996,775,786.90 rubles which is 166.78 rubles per one ordinary share;
To pay dividends as follows:
to pay dividends in monetary funds;
to determine the following dividend record date: June 14, 2019;
to pay dividends in accordance with the procedure and within the time limit established by the legislation of the Russian Federation.
2) To direct a part of the profit in the amount of 11,025 (eleven thousand twenty five) rubles to the Company's reserve fund generation.
3) To direct the retained net profit to the business development of PJSC "Magnit".
On the 4th agenda item "Payment of remuneration and reimbursement of expenses to the PJSC "Magnit" Revision Commission members":
«for» - 70,892,027 votes, which amounts to 92.4517% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 2,986,908 votes, which amounts to 3.8953% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 2,566,538 votes, which amounts to 3.3471% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"1. Not to pay remuneration to the members of the Revision commission.
2. Not to reimburse expenses related to the functions of the Revision commission to the members of the Revision commission".
On the 5th agenda item "Election of the members of the Board of Directors of PJSC "Magnit":
«for» the candidates – 685,298,097 votes, which amounts to 99.4396% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against all candidates» - 0 votes, which amounts to 0% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained in respect of all candidates» - 3,716,415 votes, which amounts to 0. 5393% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Votes «for» each candidate, cast as follows: Koch Hans Walter – 123,355,188 votes; Kuznetsov Evgeniy Vladimirovich – 122,940,119 votes; Dunning Jan Gezinus – 88,408,910 votes; Makhnev Alexey Petrovich – 51,615,155 votes; Vinokurov Аlexander Semenovich – 51,343,750 votes; Demchenko Timothy – 51,339,133 votes; Ryan Charles Emmitt – 49,381,387 votes; Simmons James Pat – 48,481,361votes; Jansen Florian – 46,481,479 votes; Chirakhov Vladimir Sanasarovich – 20,653,258 votes; Mowat Gregor William – 14,831,921 votes; Foley Paul Michael – 14,240,460 votes;
On the 6th agenda item "Election of the members of the Revision Commission of PJSC "Magnit": on Prokoshev Evgeniy as a candidate:
«for» - 72,622,534 votes, which amounts to 94.7085% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 1,471,007 votes, which amounts to 1.9184% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 2,335,656 votes, which amounts to 3.0460% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
«for» - 72,622,525 votes, which amounts to 94.7085% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 1,471,008 votes, which amounts to 1.9184% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 2,335,656 votes, which amounts to 3,0460% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
«for» - 72,622,501 votes, which amounts to 94.7085% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 1,471,007 votes, which amounts to 1.9184% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 2,335,656 votes, which amounts to 3.0460% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To elect to the Revision commission of PJSC "Magnit: Prokoshev Evgeniy; Tsyplenkova Irina Gennadievna; Neronov Alexey Gennadievich".
On the 7th agenda item "Approval of the auditor of PJSC "Magnit" for the statements prepared in accordance with the Russian accounting standards":
«for» - 72,548,302 votes, which amounts to 94.6117% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 911,894 votes, which amounts to 1.1892% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 2,970,278 votes, which amounts to 3.8736% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item. Adopted decision:
"To approve the Limited Liability Company Audit 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".
On the 8th agenda item "Approval of the auditor of PJSC "Magnit" for the statements prepared in accordance with the International Financial Reporting Standards":
«for» - 72,549,373 votes, which amounts to 94.6131% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 911,869 votes, which amounts to 1.1892% of the total votes of the shareholders participated in the
general shareholder's meeting and entitled to vote on this item; «abstained» - 2,969 232 votes, which amounts to 3.8722% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item. Adopted decision:
"To approve Ernst&Young Limited Liability Company (Taxpayer Id. Number 7709383532, address: bldg.1, 77 Sadovnicheskaya embankment, Moscow, 115035, Russian Federation), as the auditor for PJSC "Magnit" and its subsidiaries consolidated financialstatements prepared in accordance with the International Financial Reporting Standards".
On the 9th agenda item "On supplementing the Charter of PJSC "Magnit" with the paragraph 8.9": «for» - 35,929,008 votes, which amounts to 46.8557% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 40,486,078 votes, which amounts to 52.7987% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,387 votes, which amounts to 0,0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 10th agenda item "On supplementing the Charter of PJSC "Magnit" with the paragraph 8.9": «for» - 40,645,227 votes, which amounts to 53.0063% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 35,769,813 votes, which amounts to 46,6481% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,433 votes, which amounts to 0,0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 11th agenda item "On amending paragraph 13.12 of the Charter of PJSC "Magnit": «for» - 36,107,197 votes, which amounts to 47.0881% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 40,306,612 votes, which amounts to 52.5647% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 16,664 votes, which amounts to 0.0217% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 12th agenda item "On amending paragraph 13.12 of the Charter of PJSC "Magnit":
«for» - 73,387,186 votes, which amounts to 95.7057% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 3,041,384 votes, which amounts to 3.9663% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 1,903 votes, which amounts to 0. 0025% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision: "To amend item 2 of the paragraph 13.12 of the Charter of PJSC "Magnit" as follows:
"Such proposals shall be submitted to the Company within 45 days after the end of the reporting year".
On the 13th agenda item "On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC "Magnit": «for» - 30,684,720 votes, which amounts to 40.0166% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 45,728,089 votes, which amounts to 59,6349% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 16,664 votes, which amounts to 0. 0217 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 14th agenda item "On amending subparagraph 32 of the paragraph 14.2 of the Charter of PJSC "Magnit": «for» - 56,820,078 votes, which amounts to 74,1002% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 19,593,723 votes, which amounts to 25.5526% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,395votes, which amounts to 0,0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 15h agenda item "On amending paragraph 14.2 of the Charter of PJSC "Magnit":
«for» - 36,337,731 votes, which amounts to 47.3888% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 40,076,070 votes, which amounts to 52.2640% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,395 votes, which amounts to 0.0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 16th agenda item "On amending paragraph 14.2 of the Charter of PJSC "Magnit":
«for» - 60,409,346 votes, which amounts to 78.7810% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 16,019,222 votes, which amounts to 20.8910% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 628 votes, which amounts to 0.0008 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To add as the last sentence to paragraph 14.2 of the Company's Charter the following:
The procedures for determining independence of the members of the Company's Board of Directors relevant for making decisions on the matters that fall within the competence of the Board of Directors shall be set out in the Company's Board of Directors Regulations".
On the 17th agenda item "On amending paragraph 14.2 of the Charter of PJSC "Magnit":
«for» - 36,320,494 votes, which amounts to 47.3663% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 40,092,315 votes, which amounts to 52.2852% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,387 votes, which amounts to 0.0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 18h agenda item "On amending paragraph 14.2 of the Charter of PJSC "Magnit":
«for» - 60,334,971 votes, which amounts to 78.6840% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 16,093,605 votes, which amounts to 20.9880% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 620 votes, which amounts to 0.0008 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To add as the penultimate sentence to paragraph 14.2 of the Company's Charter the following:
"Decisions on the matters that fall within the competence of the Board of Directors shall be taken in accordance with the applicable provisions of this Charter".
On the 19th agenda item "On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC "Magnit": «for» - 5,850,533 votes, which amounts to 7.6298% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 70,563,262 votes, which amounts to 92.0230% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,401 votes, which amounts to 0.0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 20th agenda item "On amending subparagraph 43 of the paragraph 14.2 of the Charter of PJSC "Magnit": «for» - 76,362,230 votes, which amounts to 99.5855% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 66,340 votes, which amounts to 0.0865% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 626 votes, which amounts to 0.0008 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item. Adopted decision:
" To amend subparagraph 43 of the paragraph 14.2 of the Charter of PJSC "Magnit" as follows:
43) making decisions regarding significant organizations under the Company's control on the following issues: -reorganization involving organizations which are not under the Company's control; -dissolution;
-amendments to, or new editions of, the charter of such organizations;
-distribution of profit (including payment (declaration) of dividends, except for payment (declaration) of dividends based on the results for the first quarter, half-year, and nine months of the reporting year) and losses of such organizations based on the results of the reporting year;
-payment (declaration) of dividends based on the results for the first quarter, half-year, and nine months of the reporting year;
-transactions referred to the competence of the Company's Board of Directors pursuant to this Charter;
-changes in the charter capital resulting in changes of the share of the Company and organizations under the Company's control in the charter capital; and
-nomination of candidates for establishing executive bodies, in case such bodies are established by the supreme governing body of the corresponding organization, and candidates to boards of directors of such organizations, as well as determination of position for voting for such candidates;
where significant organizations under the Company's control shall mean organizations under the Company's control which are included in the List of Significant Organizations under the Company's Control to be approved by the decision of the Board of Directors of the Company and as may be reviewed and amended from time to time by the decision of the Board of Directors of the Company".
On the 21th agenda item "On amending the article 30 of the Regulations of the Board of directors of PJSC "Magnit":
«for» - 36,336 733 votes, which amounts to 47.3875% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 40,076,076 votes, which amounts to 52.2640% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 16,387 votes, which amounts to 0,0214% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 22th agenda item "On amending the article 30 of the Regulations of the Board of directors of PJSC "Magnit":
«for» - 40,701,264 votes, which amounts to 53.0793% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 35,713,731votes, which amounts to 46.5750% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,367 votes, which amounts to 0.0200% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To supplement the article 30 of the Regulations on the Board of Directors of PJSC "Magnit" with a new paragraph 6 as follows:
"6. Any member of the Company's Board of Directors shall be entitled to request that his/her minority opinion on any of the agenda issues and decisions thereon be recorded in the Board of Directors meeting minutes".
On the 23th agenda item "On supplementing the Regulations of the Board of directors of PJSC "Magnit" with paragraph 35.1.":
«for» - 36,338,964 votes, which amounts to 47.3904% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 40,076,116 votes, which amounts to 52,2641% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,373 votes, which amounts to 0.0200% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 24th agenda item "On supplementing the Regulations of the Board of directors of PJSC "Magnit" with paragraph 35.1.":
«for» - 41,055,558 votes, which amounts to 53.5414% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 35,293,747 votes, which amounts to 46.0273% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,387 votes, which amounts to 0.0201% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To supplement the Regulations on the Board of Directors of PJSC "Magnit" with the article 35.1 as follows: "Article 35.1. Independent Directors Questionnaires
Members of the Board of Directors shall, on a regular basis, fill out directors' independence questionnaires prepared by the Company and covering all matters that are required to be considered in assessing their independence for the purposes of applicable law and listing rules".
On the 25th agenda item "On amending the article 42 of the Regulations of the Board of directors of PJSC "Magnit":
«for» - 32,921,668 votes, which amounts to 42.9338% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 43,428,629votes, which amounts to 56.6361% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 15,395 votes, which amounts to 0,0201 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
The decision on this item has not been adopted.
On the 26th agenda item "On amending the article 42 of the Regulations of the Board of directors of PJSC "Magnit":
«for» - 74,483,713 votes, which amounts to 97.1357% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 1,881,351 votes, which amounts to 2.4535% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 628 votes, which amounts to 0.0008% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item. Adopted decision:
"To add the unnumbered paragraphs 3-6 in the end of Article 42 of the Regulations on the Board of Directors of PJSC "Magnit" as follows:
"Each member of the Company's Board of Directors is entitled to receive information and documents about activities of the Company and the organizations under its control, to examine the constitutional, regulatory, accounting, reporting, contractual and other documents of the Company and the organizations under its control. The requested documents and information must be provided to a member of the Board of Directors not later than 7 (seven) business days after the corresponding request is made. If the Company needs more time for obtaining the requested information and documents about the Company's activities as well as information and documents of the organizations under the Company's control, the period for provision of such data shall be extended for a period required for obtaining them by the Company acting in good faith.
Moreover, presence of any confidential information comprising a commercial secret in any documents requested by a member of the Board of Directors may not prevent any of them from being provided to such member of the Board of Directors. As confirmation of acceptance of liability regarding the data confidentiality preservation, the Company may require the member of the Board of Directors to provide a corresponding acknowledgement.
The Company may not refuse to provide any data to a member of the Board of Directors on the grounds that, in the Company's opinion, the requested information is not related to the agenda of the meeting or to the Board of Directors' scope of competence".
On the 27th agenda item " On amending certain provisions of the Charter of PJSC "Magnit":
«for» - 75,597,620 votes, which amounts to 98.5884% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 767,446 votes, which amounts to 1.0008% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 626 votes, which amounts to 0.0008% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To approve amendments to the Charter of PJSC "Magnit" (related to the granting of powers to act on behalf of PJSC "Magnit" to two persons – the President and the Chief Executive Officer)".
On the 28th agenda item "On amending certain provisions of the Regulations of the Board of directors of PJSC "Magnit":
«for» - 76,297,239 votes, which amounts to 99.5008% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 66,556 votes, which amounts to 0.0868% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 620 votes, which amounts to 0.0008 % of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To approve amendments to Regulations of the Board of directors of PJSC "Magnit" (related to the granting of powers to act on behalf of PJSC "Magnit" to two persons – the President and the Chief Executive Officer)".
On the 29th agenda item "On adopting of the new version of the Regulations of PJSC "Magnit" on the Collective Executive Body (Management Board)":
«for» - 76,297,199 votes, which amounts to 99.5007% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 66,550 votes, which amounts to 0.0868% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 666 votes, which amounts to 0.0009% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item. Adopted decision:
"To adopt the new version of the Regulations on the Collective Executive Body (Management Board)".
On the 30th agenda item "On adopting of the new version of the Regulations of PJSC "Magnit" on the Sole Executive Body (Chief Executive Officer)":
«for» - 76,297,193 votes, which amounts to 99.5007% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«against» - 66,556 votes, which amounts to 0.0868% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item;
«abstained» - 666 votes, which amounts to 0.0009% of the total votes of the shareholders participated in the general shareholder's meeting and entitled to vote on this item.
Adopted decision:
"To adopt the new version of Regulations of PJSC "Magnit" on the Sole Executive Body (Chief Executive Officer)".
2.7. Date and number of the minutes of the general meeting: minutes w/o № as of May 31, 2019.
2.8. Identification characteristics of shares the holders of which are entitled to participate in the general shareholders meeting of the issuer: ordinary registered uncertified shares, state registration No. 1-01-60525-P of 04.03.2004, International Securities Identification Number (ISIN) RU000A0JKQU8.
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