BoD Meeting Results

Press-release Krasnodar March 23, 2015 PJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, March 23, 2015: PJSC "Magnit", Russia's largest retailer (the"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results ofthe BOD meeting held on March 23, 2015. Please be informed that on March 23, 2015 the BOD meeting was held (minutes ofthe BOD meeting of PJSC "Magnit" are w/o No. of March 23, 2015). The meeting agenda: 1. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company. The following BOD members were present: K. Pombukhchan, S. Galitskiy, A.Shkhachemukov. A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy provided their writtenopinions on the tems of the agenda of the BOD meeting of PJSC "Magnit". The number of the BOD members participated in the meeting, including writtenopinions of A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy amounts tonot less than half of the number of the BOD members determined by the Charterof the Company. Quorum to hold the BOD meeting with this agenda is present. Content of the decisions and voting results: Item 1.1 on the agenda: "To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decision at the realizationof the voting right on shares owned by the Company": "Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Additional agreement to the Agreement on the opening of the revolvingcredit line № 8619/452/20022 of July 19, 2010 (hereinafter - the Creditagreement) by JSC "Tander" (hereinafter - the Borrower) with Open joint-stockcompany "Sberbank of Russia" represented by the branch - South-Western bank,which the Borrower plans to execute in future, related to acquisition, disposaland an opportunity of the company to dispose property, directly or indirectly,the cost of which amounts to 5 and more percent of the balance sheet value ofassets of the company, its subsidiaries, principal company (of which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany ("Group"), determined on the basis of the latest available IFRSconsolidated report of the Group based on the following essentials: - the credit interest rate shall not exceed 15 (Fifteen) percent per annum. Hereby to provide the Chief Executive Officer of JSC "Tander" or other JSC"Tander" representatives, authorized by the CEO, with the right to sign theAdditional agreement to the Credit agreement, which changes the terms andconditions of the Credit Agreement, including but not limited to the change ofthe interest rates within the limits hereof". Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -"for". The decision was made. Item 1.2 on the agenda: "To recommend the sole executive body of PJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decision at the realizationof the voting right on shares owned by the Company": "Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Additional agreement to the Agreement on the opening of the revolvingcredit line № 29-15/1/496 of August 15, 2014 (hereinafter - the Creditagreement) by JSC "Tander" (hereinafter - the Borrower) with Open joint-stockcompany "Sberbank of Russia" represented by the branch - South-Western bank,which the Borrower plans to execute in future, related to acquisition, disposaland an opportunity of the company to dispose property, directly or indirectly,the cost of which amounts to 5 and more percent of the balance sheet value ofassets of the company, its subsidiaries, principal company (of which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany ("Group"), determined on the basis of the latest available IFRSconsolidated report of the Group based on the following essentials: - the credit interest rate shall not exceed 15 (Fifteen) percent per annum. Hereby to provide the Chief Executive Officer of JSC "Tander" or other JSC"Tander" representatives, authorized by the CEO, with the right to sign theAdditional agreement to the Credit agreement, which changes the terms andconditions of the Credit Agreement, including but not limited to the change ofthe interest rates within the limits hereof". Votes were cast as follows: A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -"for". The decision was made. For further information, please contact: Timothy Post Director, Investor Relations Email: [email protected] Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 Dina Svishcheva Deputy Director, Investor Relations Email: [email protected] Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562 Company description: Magnit is Russia's largest food retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of December 31,2014, Magnit operated 27 distribution centers and over 9,700 stores (8,344convenience, 287 hypermarkets, and 1,080 drogerie stores) in approximately2,100 cities and towns throughout 7 federal regions of the Russian Federation. In accordance with the unaudited IFRS management accounts for 2014, Magnit hadrevenues of RUB 764 billion and an EBITDA of RUB 86 billion. Magnit's localshares are traded on the Moscow Stock Exchange (MOEX: MGNT) and its GDRs on theLondon 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 largestretailers in Europe.