MagnitRUS: MGNT

Position of the Board of Directors of Magnit PJSC on the agenda items of the annual General Meeting of Shareholders

· Issued by Magnit

№ 13 "POSITION OF THE BOARD OF DIRECTORS OF MAGNIT PJSC ON THE AGENDA ITEMS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS"

Position of the Board of directors on item 1 on the agenda "Approval of the Annual report of Magnit PJSC for 2024"

The need to consider this agenda item is provided by the current legislation.

The annual report of Magnit PJSC for 2024 is drawn up in accordance with the requirements of the Russian legislation.

The Board of Directors considers that the annual report of PJSC "Magnit" for 2024 can be approved at the annual general shareholders meeting.

Position of the Board of directors on item 2 on the agenda

"Approval of the Annual Accounting (financial) Reports of Magnit PJSC for 2024"

The need to consider this agenda item is provided by the current legislation.

The Board of Directors considers that the annual accounting (financial) report of PJSC "Magnit" for 2024 can be approved at the annual general shareholders meeting.

Position of the Board of directors on item 3 on the agenda

"Approval of distribution of profits (including payment (declaration) of dividends) of Magnit PJSC following the results of 2024 reporting year"

The Board of Directors recommends to the annual General Shareholders Meeting the following:

  1. To retain the net profit of Magnit PJSC following the results of the 2024 reporting year.

  2. Not to pay dividends on Magnit PJSC ordinary registered shares following the results of the 2024 reporting year.

    The following are criteria the BOD decision is based on:

    • it is required to finance the program of investments and capital investments in accordance with the strategy of PJSC Magnit Group of companies;

    • it is required to form an operating reserve to ensure the current activities of PJSC Magnit Group of companies.

Position of the Board of directors on item 4 on the agenda

"Election of members of the Board of Directors of Magnit PJSC"

The need to consider this agenda item is provided by the current legislation.

It was proposed to elect the Board of Directors of Magnit PJSC consisting of 9 members:

  1. Buylov Sergey Yurievich;

  2. Vitikhovich Margarita Viktorovna;

  3. Gavrilov Mikhail Evgeniyevich;

  4. Dulichenko Natalia Anatoliyevna;

  5. Klokov Dmitry Vyacheslavovich;

  6. Meleshina Anna Yurievna;

  7. Pyatkova Marina Sergeyevna;

  8. Ryabova Anzhela Vladimirovna;

  9. Semenov Yury Pavlovich.

The level of experience, knowledge, business reputation of the candidates is at the level corresponding to the goals and objectives of the Board of Directors of the Company, specifics and scope of the Company's activities, needs of the Company and interests of the shareholders.

The Board of Directors considers it possible to elect the Board of Directors from among the above candidates at the Annual General Shareholders Meeting of the Company.

Position of the Board of directors on item 5 on the agenda

"Engagement of the auditing organisation to audit Magnit PJSC financial statements prepared in accordance with Russian Accounting and Reporting Standards"

The need to consider this agenda item is provided by the current legislation.

The proposed candidate for auditor of PJSC Magnit's financial statements prepared in accordance with Russian Accounting and Reporting Standards has a sufficient level of experience and business reputation.

The Board of Directors considers it possible to engage TSATR - Audit Services Limited Liability Company (Taxpayer Id. Number 7709383532, address: 75 Sadovnicheskaya embankment, Zamoskvorechye municipal district, Moscow, 115035, Russian Federation), as the auditing organisation to audit Magnit PJSC financial statements prepared in accordance with Russian Accounting and Reporting Standards.

Position of the Board of directors on item 6 on the agenda

"Engagement of the auditing organisation to audit PJSC Magnit's financial statements prepared in accordance with International Financial Reporting Standards".

The need to consider this agenda item is provided by the current legislation.

The proposed candidate for auditor of PJSC Magnit's financial statements prepared in accordance with International Financial Reporting Standards has a sufficient level of experience and business reputation.

The Board of Directors considers it possible to TSATR - Audit Services Limited Liability Company (Taxpayer Id. Number 7709383532, address: 75 Sadovnicheskaya embankment, Zamoskvorechye municipal district, Moscow, 115035, Russian Federation), as the auditing organisation to audit Magnit PJSC financial statements prepared in accordance with International Financial Reporting Standards.

Magnit PJSC Board of Directors

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