MAGNIT PJSC (MGNT)
25-Jun-2021 / 18:15 MSK
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Magnit announces the results of the Board meeting
Krasnodar, Russia (25 June, 2021): Magnit PJSC (MOEX and LSE: MGNT; the Company), one of Russia's leading retailers, announces the results of the Board of Directors meeting held on June 22, 2021.
Charles Ryan was elected Chairman of the Board of Directors of PJSC Magnit and James Simmons as Deputy Chairman. Ilya Sokolov was elected Board Secretary.
The following directors were elected to the Audit Committee: Evgeny Kuznetsov, James Simmons, Gregor Mowat (Chairman).
The following directors were elected to the HR and Remuneration Committee: James Simmons (Chairman), Evgeny Kuznetsov, Walter Koch.
The following directors were elected to the Strategy Committee: Walter Koch (Chairman), James Simmons, Charles Ryan.
The following directors were elected to the Capital Markets Committee: Charles Ryan (Chairman), Evgeny Kuznetsov, Gregor Mowat.
The following eleven members were elected to the collective executive body (Management Board) of PJSC Magnit (hereinafter - "Management Board") with effect from June 25, 2021:
Member of the Management Board
Share in charter capital (share of stake of ordinary shares owned by the member)
(0.279111% of ordinary shares)
(From the date when the corresponding permission is received from Francesco Fiamingo by PJSC Magnit)
*including 46,226 GDRs, which certify the rights in relation to ordinary shares of PJSC "Magnit" at a ratio of 5 GDRs per 1 ordinary share.
The current size and composition of the Board of Directors reflects the voting results at the Annual General Shareholders Meeting (AGM) held on June 10, 2021.
Amongst other decisions made at the AGM, shareholders approved a new edition of the Articles of Association of PJSC Magnit. One of the amendments to the Articles of Association stipulates an increase in the size of the Board of Directors from 9 to 11 members. The Board elected in accordance with the last edition of the Articles of Association in 9 members is legitimate and will function until the next shareholder meeting convenes to elect members of the Board of Directors.
The Board may decide to call an Extraordinary Shareholder meeting (EGM) in the beginning of July 2021. Once the respective decision is disclosed, shareholders will be able to nominate their candidates by mid-August and vote on the new composition of the Board at the EGM which may take place at the beginning of September. This will allow the Company to strengthen the composition of the Board of Directors, boost its efficiency, increase the number of independent members and distribute the burden of participation in the Board committees.
Chairman of the Board of Directors
"We continue to pursue the ambitious goal of developing a strong corporate governance system which complies with the best practice in Russia and internationally. Last year we collaborated with an independent consultant on an external assessment of the Board of Directors, which already noted a high level of efficiency and involvement of Board members. Since receiving the support of our shareholders at the AGM this year, we are taking this initiative further by expanding the Board.
Given the growing complexity and size of Magnit's business, wide-scale retail and digital transformation, we will be looking to further strengthen the Board with new members, who have had numerous leadership roles in the past, extensive experience and can provide considerable insights to support the Company in implementing its strategy. In doing this, we also aim to improve the socio-cultural balance and diversity within the Board, while also maintaining the balance of independent, non-executive and executive directors in line with best market practice".
Please follow the links below to view full results of the Board meeting:
Note to editors
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 March 31, 2021, Magnit operated 39 distribution centers and 21,900 stores (15,098 convenience, 471 supermarkets and 6,331 drogerie stores) in 3,770 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the audited IFRS 16 results for FY 2020, Magnit had revenues of RUB 1,553.8 billion and an EBITDA of RUB 178.2 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.
This document contains or may contain forward-looking statements that may or may not prove accurate. For example, statements regarding expected sales growth rate and/or store openings are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from what is expressed or implied by the statements. Any forward-looking statement is based on information available to Magnit as of the date of the statement. All written or oral forward-looking statements attributable to Magnit are qualified by this caution. Magnit does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances.