BoD Meeting Results

PJSC MAGNIT - BoD Meeting Results

PR Newswire

London, June 23

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Securities of PJSC Magnit have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Press-release

Krasnodar

June 23, 2016

PJSC “Magnit” Announces the Results of the BOD Meeting

Krasnodar, June 23, 2016: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, “Issuer”; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on June 22, 2016.

Please be informed that on June 22, 2016 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of June 22, 2016).

The meeting agenda:

Election of the Chairman of the Board of Directors of PJSC “Magnit”.

Election of the Deputy Chairman of the Board of Directors of PJSC “Magnit”.

Election of the Secretary of the Board of Directors of PJSC “Magnit”.

Formation of the Audit Committee of the Board of Directors of PJSC “Magnit”.

Election of the Chairman of the Audit Committee of the Board of Directors of PJSC “Magnit”.

Formation of the HR and Remuneration Committee of the Board of Directors of PJSC “Magnit”.

Election of the Chairman of the HR and Remuneration Committee of the Board of Directors of PJSC “Magnit”.

Election of the Management Board of PJSC “Magnit”.

Approval of the Program of PJSC “Magnit” exchange-traded bonds.

Approval of the Prospectus of PJSC “Magnit” exchange-traded bonds.

Approval of the related party transaction.

Determination of PJSC “Magnit” business priorities.

Determination of the auditor’s amount of remuneration.

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

A. Aleksandrov, A. Zayonts, 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 ofA. Aleksandrov, A. Zayonts, 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 1–10, 12–13:

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

The decisions were made.

Item 11:

A. Aleksandrov - “for”, S. Galitskiy – “did not participate in voting”, V. Gordeychuk – “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 elect Khachatur Pombukhchan as a Chairman of the Board of Directors of PJSC “Magnit”.

Item 2 on the agenda:

“To elect Aslan Shkhachemukov as a Deputy Chairman of the Board of Directors of PJSC “Magnit”.

Item 3 on the agenda:

“To elect Vladimir Gordeychuk as a Secretary of the Board of Directors of PJSC “Magnit”.

Item 4 on the agenda:

“To form the Audit Committee of the Board of Directors of PJSC “Magnit” consisting of the following 3 (three) members:

- Aleksandr Aleksandrov,

- Alexander Zayonts,

- Alexey Pshenichniy”.

Item 5 on the agenda:

“To elect Alexander Zayonts as a Chairman of the Audit Committee of the Board of Directors of PJSC “Magnit”.

Item 6 on the agenda:

“To form the HR and Remuneration Committee of the Board of Directors of PJSC “Magnit” consisting of the following 3 (three) members:

- Aleksandr Aleksandrov,

- Alexander Zayonts,

- Alexey Pshenichniy”.

Item 7 on the agenda:

“To elect Alexey Pshenichniy as a Chairman of the HR and Remuneration Committee of the Board of Directors of PJSC “Magnit”.

Item 8.1 on the agenda:

“To form the collective executive body (Management Board) of PJSC “Magnit” consisting of the following 4 (four) members:

- Alexander Barsukov;

- Sergey Galitskiy;

- Marina Ivanova;

- Alexander Kazakov.

The share of the members in the charter capital of the issuer, and the percentage of ordinary shares of the issuer owned by these members:

- A. Barsukov – no share;

- S, Galitskiy – 35.1095%;

- M. Ivanova – no share;

- A. Kazakov – 0.045473%”.

Item 8.2 on the agenda:

“To appoint Alexander Barsukov as a Deputy Chairman of the Management Board of PJSC “Magnit”.

Item 8.3 on the agenda:

“To conclude the employment agreement with the members of the Management Board. To approve the terms and conditions of the employment agreement with the member of the collective executive body (Management Board) of PJSC “Magnit”.

Item 9 on the agenda:

“To approve the Program of the exchange-traded bonds - non-convertible interest-bearing certified exchange-traded bonds to the bearer with the obligatory centralized custody with the maximum total nominal value of all exchange-traded bonds issues, to be placed under the Program of the exchange-traded bonds of the 002P series, of 50,000,000,000 (Fifty billion) Russian rubles inclusive or the equivalent of this amount in a foreign currency, maturing on the date not later than the 1,820th day from the date of initiation of the exchange-traded bonds placement, under the Program of the exchange-traded bonds to be placed by open subscription”.

Item 10 on the agenda:

“To approve the Prospectus of the securities - non-convertible interest-bearing certified exchange-traded bonds to the bearer with the obligatory centralized custody with the maximum total nominal value of all exchange-traded bonds issues, to be placed under the Program of the exchange-traded bonds of the 002P series, of 50,000,000,000 (Fifty billion) Russian rubles inclusive or the equivalent of this amount in a foreign currency, maturing on the date not later than the 1,820th day from the date of initiation of the exchange-traded bonds placement, under the Program of the exchange-traded bonds to be placed by open subscription”.

Item 11 on the agenda:

“To approve the conclusion of the additional agreement to the real estate lease agreement No. GK/3053/12 of 21.05.2012 (hereinafter – the Agreement), executed by the Company with JSC "Tander" and which is the related party transaction with the following essentials:

1. The second paragraph of the clause 1.1. of the Agreement shall be amended as follows: “Trading, non-residential premises with the total space of 624.3 sq.m. , floor plan numbers No. 8-21, 1, 5-7, located on the underground floor and on the 1st floor of the building, letter ?, located at the address: 429 Mira street, Stavropol, Stavropol region, Russian Federation, cadastral number 26:12:011103:1014”;

2. to amend the clause 5.1. of the Agreement as follows: “the Lessee shall pay the lease fee in the amount of 442,005 (four hundred and forty two thousand five) rubles including VAT per month to the Lessor within the period determined by this agreement”;

3. the terms and conditions specified in the clauses 1, 2 above, in accordance with the clause 2 of the article 425 of the Civil Code of the Russian Federation shall be applied to the relations of the parties under the Agreement from the date determined by the additional agreement.

Hereby to provide the Chief Executive Officer of PJSC “Magnit” with the right to increase the lease fee under

The price (money value) of Company’s property, which can be directly or indirectly disposed by the Company under the Agreement, amounts to less than 2 percent of the book value of Company’s assets, determined by the accounting (financial) statements as of the last reporting date”.

Item 12 on the agenda:

“To determine PJSC “Magnit” business priorities by means of ratification of the Company’s Plan of financial and economic activity for the third quarter of 2016”.

Item 13 on the agenda:

“To determine the amount of remuneration for the auditor’s services – Ernst & Young LLC – for the review of the interim condensed consolidated financial statements for the 6 months ended on June 30, 2016 prepared in accordance with IFRS in the amount equivalent to 241,900 (two hundred and forty one thousand nine hundred) US dollars (incl. VAT) at the exchange rate of the Central bank of the Russian Federation as of the date of payment”.

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Company description:

Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2016, Magnit operated 34 distribution centers and about 12,434 stores (9,715 convenience, 382 hypermarkets, and 2,337 drogerie stores) in 2,385 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the audited IFRS results for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 billion. Magnit's local shares are traded on the Moscow Stock 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.