GENERAL MEETING OF SHAREHOLDERS

The General Meeting of Shareholders is the Company’s supreme governing body. The remit of the General Meeting of Shareholders is determined by Federal Law No. 208-FZ "on Joint-Stock Companies" and the Company’s Charter.

The General Meeting of Shareholders is convened by the Board of Directors at least once a year.

In 2020, three General Meetings of Shareholders were held. In order to reduce the risk of spreading the coronavirus (COVID-19) and in accordance with the recommendations of the Bank of Russia, the General Meetings of Shareholders were held in the form of absentee voting.

Annual General Meeting of Shareholders June 22, 2020

On June 22, 2020, the Annual General Meeting of Shareholders was held, at which the following decisions were made:

  • The distribution of the net profit of PJSC M.video for the 2019 reporting year was approved as follows:
    • part of the net profit in the amount of RUB 5,998,865,734.99 was allocated to the payment of dividends for the nine months of 2019, with interim dividends previously paid for the nine months of 2019 from the profit of 2019 in accordance with the decision of the extraordinary General Meeting of Shareholders of PJSC M.video dated 03.12.2019 (Minutes No. 29 dated 03.12.2019);
    • It was decided not to distribute the rest of the net profit at the end of 2019 and not to pay dividends.
  • The following members of the Company’s Audit Commission were elected:
    1. Bezlik Evgeny Vladimirovich;
    2. Gorokhov Andrey Alexandrovich;
    3. Rozhkovsky Alexey Leonidovich.
  • The number of members of the Board of Directors of the Company was determined: 14 people. The number of members of the Board of Directors determined by this resolution should be applied when forming the composition of the Board of Directors at the Annual General Meeting of Shareholders of the Company, as well as when forming the Board of Directors at any and all General Meetings of Shareholders following this Annual General Meeting of Shareholders, the agenda of which includes the issue of electing members of the Board of Directors of the Company.
  • Members of the Board of Directors of the Company were elected:
    1. Andreas Blase
    2. Pavel Breev
    3. Eldar Vagapov
    4. Said Gutseriev
    5. Andrey Derekh
    6. Vilen Eliseev
    7. Anton Zhuchenko
    8. Janusz Lella
    9. Alexey Makhnev
    10. Avet Mirakyan
    11. Vladimir Preobrazhensky
    12. Alexander Tynkovan
    13. Bilan Uzhakhov
    14. Enrique Fernandez.
  • The amount of remuneration and compensation for expenses of members of the Board of Directors and members of the Audit Commission of the Company for the period from July 2020 to June 2021 was determined:
    • remuneration to the members of the Board of Directors should not exceed the total amount of RUB 52 million;
    • compensation for expenses incurred by members of the Board of Directors whilst performing their duties as members of the Board of Directors should not exceed the total amount of RUB 10 million;
    • remuneration to the members of the Company’s Audit Commission should be in the total amount of RUB 150,000.
  • Joint-Stock Company Deloitte & Touche CIS was approved as the auditor for the audit of the financial and economic activities of the Company for 2020.

Extraordinary General Meeting of Shareholders on November 9, 2020

On November 9, 2020, an extraordinary General Meeting of Shareholders was held, at which the following decisions were made:

  • To pay out of the retained net profit for 2019, dividends in the amount of RUB 30.00 per ordinary share of PJSC M.video;
  • To pay dividends on shares of PJSC M.video in cash;
  • To approve November 20, 2020, as the record date;
  • To pay out dividends in the following terms from record date:
    • within 10 working days to a nominee holder and a trustee who is a professional participant in the securities market, and who is registered in the register of shareholders;
    • within 25 working days to other persons who are registered in the register of shareholders.
  • A new version of the Charter of PJSC M.video was approved;
  • A new version of the Regulations on the General Meeting of Shareholders of PJSC M.video was approved;
  • A new version of the Regulations on the Board of Directors of PJSC M.video was approved;
  • A new version of the Regulations on the Management Board of PJSC M.video was approved;
  • A new version of the Regulations on the Sole Executive Body (CEO) of PJSC M.video was approved;
  • A new version of the Regulations on the Audit Commission of PJSC M.video was approved.

Extraordinary General Meeting of Shareholders of PJSC M.video on December 28, 2020

On December 28, 2020, an Extraordinary General Meeting of Shareholders of PJSC M.video was held, at which the following decision was made:

  • The number of members of the Board of Directors of PJSC M.video was determined: nine people. The number of members of the Board of Directors determined by this resolution should be applied when forming the Board of Directors at General Meetings of Shareholders of PJSC M.video following this Extraordinary General Meeting of Shareholders of PJSC M.video whose agenda includes the issue of electing members of the Board Directors of PJSC M.video.