BOD Meeting Results

OJSC MAGNIT - BOD Meeting Results

PR Newswire

London, December 25

OJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, December 25, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX andLSE: MGNT) is pleased to announce the results of the BOD meeting held onDecember 25, 2012.

Please be informed that today the BOD meeting was held (minutes of BOD meetingof OJSC "Magnit" are w/o No. of December 25, 2012).

The meeting agenda:

1. To make the decision on the bonus payment to the sole executive body of

OJSC "Magnit" based on the results of 2012.

2. To determine the position of the OJSC "Magnit" representative at the

exercise of the voting right on the JSC "Tander" shares owned by the

Company.

3. To approve the related party transaction.

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

A. Zayonts and A. Makhnev provided their written opinions on the items of theagenda of the BOD meeting of OJSC "Magnit".

The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts and A. Makhnev, amounts to not less than half of thenumber of the BOD members determined by the Charter of the Company.

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

Content of the decisionsand voting results:

On the item 1 of the agenda:

"To pay the bonus to the sole executive body of the Company based on theresults of 2012 in the amount recommended by the Human Resources andCompensation Committee of the Board of Directors of OJSC "Magnit" by December29, 2012".

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 2.1 of the agenda:

"To recommend the sole executive body of OJSC "Magnit" who is the soleshareholder of JSC "Tander" to make the following decision at the exercise ofthe voting right on the shares of JSC "Tander" owned by the Company:

"To determine that Vladimir Gordeychuk will be the member of the employeeincentive program of JSC "Tander" in 2012 in accordance with the Regulation onthe Incentive Program and Human Resources and Compensation Committee of theChief Executive Officer of JSC "Tander."

To approve additional agreement to the contract with the sole executive body ofJSC "Tander" that is "Agreement of the parties #20 on the changes of the termsand conditions of the employment agreement determined by the parties as of June28, 2006, to instruct Sergey Galitskiy, Chief Executive Officer of OJSC"Magnit" to sign the specified agreement on behalf of the Company".

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 2.2 of the agenda:

"To recommend the sole executive body of OJSC "Magnit", who is the soleshareholder of JSC "Tander", to make the following decision at the exercise ofthe voting right on the shares of JSC "Tander", owned by the Company:

"To distribute part of net profit of JSC "Tander" for the nine months 2012 ondividends:

To pay dividends on the ordinary registered shares of JSC "Tander" in theamount of 4 610 000 000 (four billion six hundred and ten million) rubles whichamounts to 0,461 rubles per ordinary registered share by means of fundstransfer to the settlement account of the relevant shareholder within 60 daysfrom the day on which the decision to pay dividends is made".

Votes cast is as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -"for", A. Makhnev - "for", K. Pombukhchan - "for", A. Shkhachemukov - "for".

The decision is made.

On the item 3 of the agenda:

"To approve conclusion of the related party transaction between OJSC "Magnit"and Joint-stock commercial bank "ROSBANK" (open joint-stock company), namely -Guarantee agreements as security for obligation of JSC "Tander" (beneficiary)(hereinafter - Borrower) to Joint-stock commercial bank "ROSBANK" (openjoint-stock company) (hereinafter - Lender, Bank) under the Additionalagreement planned to be executed to the Bank account agreement №0249018/RUB asof 25.10.2007 (i.e. overdraft crediting of the Borrower's account by executionof the Borrower's payment orders and payment of costs, related to theirexecution, by Joint-stock commercial bank "ROSBANK", notwithstandinginsufficiency or lack of funds on the Borrower's account) (hereinafter -Agreement) on the following essentials:

• maximum credit amount (credit limit): 175,000,000 (one hundred andseventy-five million) rubles. Deadline of indebtedness continuity (paymentperiod of each overdraft credit): 30 (thirty) calendar days. Term of validityof the agreement: not more than one year.

• credit interest rate in ruble terms: the Borrower pays interest to the Bankin the amount of MosPrime OverNight rate increased by the Bank Margin (1.8%(one point eight) percent per annum).

• interest rate (including the Bank margin) cannot exceed 12 (twelve) percentper annum ("Maximum interest rate").

• limit price (amount) of the guarantee agreement: total amount of theGuarantee obligations cannot exceed 196,000,000 (one hundred ninety-sixmillion) rubles.

• in case of non-fulfillment of Requirements by the Guarantee, the Guaranteeshall pay a penalty to the Lender within 5 (five) bank days in the amount of 3%(three percent) of the amount of the corresponding Requirement.

Hereby to provide S. Galitskiy, Chief executive officer of OJSC "Magnit", withthe right to sign additional agreements on change of the guarantee agreementterms due to change of the Agreement terms (including but not limited tointerest rates change, Credit currency change, change of term of creditproviding).

The price of the property to the possible disposal of which the transaction isrelated shall not exceed 2% of the balance sheet assets value of the companydetermined on the basis of the accounting statement for the last reportingdate".

Votes cast is as follows:

A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S.Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov -"for".

The decision is made.

For further information, please contact:

Headquartered in the southern Russia city of Krasnodar, Magnit (LSE and MICEX:MGNT) is the holding company for a group of entities that operate in the retailtrade under the "Magnit" brand. The chain of "Magnit" stores is one of theleading food retail networks in Russia. As of September 30, 2012 the chainconsisted of 5,523 convenience stores, 105 hypermarkets, 11 "Magnit Family"stores and 480 cosmetics stores (drogerie) in 1,504 cities and towns throughoutthe Russian Federation.

Approximately two-thirds of the Magnit's stores are located in cities with apopulation of less than 500,000 inhabitants. Most of its stores are located inthe Southern, North-Caucasian, Central and Volga regions. The Company alsooperates stores in the North-Western, Urals and Siberian regions.

As of September 30, 2012 Magnit operated an in-house logistics systemconsisting of 17 distribution centers, employing automated stock replenishmentsystems and a fleet of 4,082 vehicles.

In accordance with the reviewed IFRS consolidated financial statements for 1H2012, the Magnit recorded consolidated revenues of approximately $6.7 billionUSD and a consolidated EBITDA of $671 million USD.