BoD Meeting Results

PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, October 17

Press Release

Krasnodar

October 17, 2016

Magnit Announces the Results of the BOD Meeting

Krasnodar, Russia (October 17, 2016): Magnit PJSC, one of Russia’s leading retailers (the “Company”, “Issuer”; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting.

Please be informed that on October 17, 2016 the Company held the BOD meeting (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of October 17, 2016).

The meeting agenda:

Early termination of office of a member of the PJSC “Magnit” collective executive body (Management Board).

Election of a member of the PJSC “Magnit” collective executive body (Management Board).

Determination of the position of the PJSC “Magnit” representative at the exercise of the voting right on the JSC “Tander” shares owned by the Company.

The following BOD members were present: V. Gordeichuk, S. Galitskiy, K. Pombukhchan and A. Shkhachemukov.

A. Aleksandrov, A. Zayonts and A. Pshenichniy provided their written opinions on the items of the agenda of the BOD meeting of PJSC “Magnit”.

The number of the BOD members participating in the meeting, including written opinions of A. Aleksandrov, A. Zayonts and A. Pshenichniy, amounts to not less than half of the number of the BOD members determined by the Charter of the Company.

Quorum to hold the BOD meeting with this agenda is present.

Voting Results:

Items 1 – 3:

V. Gordeichuk – “for”, A. Aleksandrov - “for”, S. Galitskiy – “for”, A. Zayonts - “for”, K. Pombukhchan - “for”, A. Pshenichniy – “for”, A. Shkhachemukov – “for”.

The decisions were made.

Content of the decisions and voting results:

Item 1 on the agenda:

“To early terminate the authorities of Alexander Kazakov, the member of the PJSC “Magnit” Management Board. Date of termination of authorities – October 17, 2016”.

Item 2 on the agenda:

“To elect Ilya Sattarov as a member of the PJSC “Magnit” Management Board from October 18, 2016”.

The share of the member in the charter capital of the issuer: 0.000214 %.

The percentage of ordinary shares of the issuer owned by the member: 0.000214 %».

Item 3.1 on the agenda:

“To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of JSC “Tander”, to make the following decisions at the exercise of the voting right on the JSC “Tander” shares owned by the Company:

“1. To early terminate the authorities of Alexander Barsukov, the General director for JSC “Tander”, to consider October 17, 2016 as the date of termination of his authorities.

2. To elect Denis Fedotov as the General director for JSC “Tander” for the term of 3 (three) years (passport details: information is not disclosed in accordance with the Federal Law “On personal data”), to consider October 18, 2016 as the date of assumption of the office.

3. To execute the Employment agreement with Denis Fedotov, to authorize Sergey Galitskiy, the CEO of PJSC “Magnit”, which is the sole shareholder of JSC “Tander”, to sign the Employment agreement with the sole executive body (General director) of JSC “Tander” on behalf of JSC “Tander”.

4. To authorize Denis Fedotov, the General director for JSC “Tander”, to execute necessary operations related to the state registration of amendments to the Unified State Register of Legal Entities”.

Item 3.2 on the agenda:

“To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of JSC “Tander”, to make the following decisions at the exercise of the voting right on the JSC “Tander” shares owned by the Company:

“1. To early terminate the authorities of the members of the JSC “Tander” Revision Commission, elected by the sole shareholder on May 30, 2016 (decision No.1 of May 30, 2016). Date of termination of authorities – October 17, 2016.

2. To elect from October 18, 2016 the JSC “Tander” Revision Commission consisting of the following 3 members:

- Roman Efimenko;

- Anzhela Udovichenko;

- Vitaliy Kalashnikov”.

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Company description:

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 September 30, 2016, Magnit operated 33 distribution centers and 13,364 stores (10,138 convenience, 407 hypermarkets and 2,819 drogerie stores) in 2,436 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the reviewed IFRS consolidated financial statements for 1H 2016, Magnit had revenues of RUB 522 billion and an EBITDA of RUB 52 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+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.