BoD Meeting Results

Press-release Krasnodar February 17, 2015 PJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, February 17, 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 February 17, 2015. Please be informed that on February 17, 2015 the BOD meeting was held (minutesof the BOD meeting of PJSC "Magnit" are w/o No. of February 17, 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: A. Arutyunyan, K. Pombukhchan, S.Galitskiy,A. Shkhachemukov. A. Zayonts, A. Makhnev and A. Pshenichniy provided their written opinions onthe 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. Zayonts,A. Makhnev and A. Pshenichniy amounts to not less than half of the number ofthe BOD members determined by the Charter of the Company. Quorum to hold the BOD meeting with this agenda is present. Content of the decisions and voting results: Item 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 conclusion ofthe Additional agreement by JSC "Tander" (hereinafter - the Borrower) which theBorrower plans to execute in future to the previously concluded Agreement onthe procedure of conclusion of the Credit transactions with the use of remotebanking systems №КС714000/2010/00098 of 17.12.2010 (hereinafter - the Creditagreement) with VTB Bank (open joint-stock company) (hereinafter - the Lender),related to acquisition, disposal and an opportunity of the company to disposeproperty, directly or indirectly, the cost of which amounts to 5 and morepercent of the balance sheet value of assets of the company, its subsidiaries,principal company (of which the company is a subsidiary), as well as othersubsidiaries of the principal company ("Group"), determined on the basis of thelatest available IFRS consolidated report of the Group based on the followingessentials of the Credit agreement (including changes introduced by theadditional agreement): 1. The Credit agreement shall regulate the general terms and conditions and the procedure of conclusion of the Credit transactions on the Credit provision by the Lender to the Borrower using of remote banking systems, the procedure of payments under the Credit transactions by the parties and responsibility of the parties for failure to perform obligations under the concluded Credit transactions. 2. According to the Credit agreement, the parties shall conclude the Credit transactions in Russian rubles. 3. The maximum term of the individual Credit provide under the Credit transaction shall not exceed 365 (Three hundred and sixty five) days from the date of the Credit provision. 4. The total amount of Credits that may be provided by the Creditor under the Credit agreement on any date shall not exceed 20,000,000,000 (Twenty billion) rubles. 5. The Credit interest rate shall be determined by the Parties of the Credit agreement upon approval of the Credit transaction essentials. 6. The interest rate for the use of Credits provided for more than 180 (One hundred and eighty) days may be determined as a fixed and/or floating rate. The floating Credit interest rate shall be calculated by the Bank as a Key rateincreased by the markup in percent per annum established in the Borrower'sapplication for the credit (offer) and approved (accepted) by the Bank. In thiscase the Key rate means the Key rate of the Bank of Russia published at theofficial website of the Bank of Russia in the Internet (www.cbr.ru). Thefloating Credit interest rate shall be determined by the Bank on the date ofthe Credit provision on the basis of the Key rate effective as of the date ofthe Credit provision. Revision of the floating interest rate shall be executedunilaterally by the Bank when the Key rate is changed by the Bank of Russia onthe date from which the new Key rate published at the Bank of Russia website iseffective. 7. The term of the Credit agreement - until December 25, 2016. Unless one of the Credit agreement Parties expresses its intention in the written form to terminate it 5 (five) Business days before the expiry term, this Credit agreement shall be automatically extended for every subsequent year. 8. The terms of Credit transaction execution, the procedure of credit provision and redemption, including the procedure of determination of the Credit interest rate, shall be determined by the Credit agreement. Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", withthe right to sign the Additional agreements determining the credit terms andchanging the terms and conditions of the Credit agreement, including but notlimited to the change of the interest rates, the change of the term of thecredit provision within the meaning 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.