BoD Meeting Results

Press-release Krasnodar April 4, 2014 OJSC "Magnit" Announces the Results of the BOD Meeting, Including the Decisionto Call the AGM and Determination of the Record Date Krasnodar, April 4, 2014: OJSC "Magnit", Russia's largest food retailer (the"Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the resultsof the BOD meeting held on April 4, 2014. Please be informed that on April 4, 2014 the BOD meeting was held (minutes ofthe BOD meeting of OJSC "Magnit" are w/o No. of April 4, 2014). The meeting agenda: 1. Preliminary approval of OJSC "Magnit" annual report. 2. Approval of recommendations to the general shareholders meeting of the Company on distribution of profit and losses of the Company following 2013 financial year results, including the dividend amount on shares of OJSC "Magnit", the procedure of its payment and the date as of which the shareholders are entitled to receive dividends. 3. Calling of the annual general shareholders meeting ("the AGM") of OJSC "Magnit". 4. Approval of the agenda of the AGM of OJSC "Magnit". 5. Approval of the form of holding of the AGM of OJSC "Magnit". 6. Determination of the date, time and venue of the AGM of OJSC "Magnit". 7. Determination of the date of the list of shareholders entitled to participate in the AGM meeting of OJSC "Magnit". 8. Approval of the form and the text of the voting ballots on the items to be considered at the AGM of OJSC "Magnit". 9. Approval of the procedure of notification of shareholders of the holding of the AGM of OJSC "Magnit". 10. Approval of the list of information (materials) provided to shareholders to prepare to the holding of the AGM of OJSC "Magnit", and the procedure of its provision. 11. Approval of the list of candidates to be elected to the Board of directors of the Company at the AGM of OJSC "Magnit". 12. Approval of the list of candidates to be elected to the Revision commission of the Company at the AGM of OJSC "Magnit". 13. Determination of the amount of remuneration for the auditor's services. 14. Determination of the recommended price for major related party transactions to be approved by the AGM of OJSC "Magnit". 15. Determination of the recommended price for related party transactions to be approved by the AGM of OJSC "Magnit". 16. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the Retail Import LLC shares in the charter capital owned by the Company. 17. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the LLC "Alkotrading" shares in the charter capital owned by the Company. 18. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the LLC "Tandem" shares in the charter capital owned by the Company. 19. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company. 20. Approval of the related party transactions. The following BOD members were present: V. Butenko, A. Shkhachemukov and K.Pombukhchan. A. Arutyunyan, S. Galitskiy, A. Zayonts and A. Makhnev provided their writtenopinions on the items of the agenda of the BOD meeting of OJSC "Magnit". The number of the BOD members participated in the meeting, including writtenopinions of A. Arutyunyan, S. Galitskiy, A. Zayonts and A. Makhnev 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 decisionsand voting results: Item 1 on the agenda: "To approve the OJSC "Magnit" annual report for the financial year 2013 andsubmit it for consideration of the general shareholders meeting of theCompany". Votes were cast 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 was made. Item 2 on the agenda: "To approve recommendations to the general shareholders meeting of the Companyon the allocation of profits and loss of the Company following 2013 financialyear results, including the amount of dividend on OJSC "Magnit" shares, theprocedure of its payment, and the date as of which the shareholders areentitled to receive dividends". To determine the amount of dividend according to recommendations of the OJSC"Magnit" BOD on the allocation of profit of the Company following 2013financial year results as follows: - total amount of funds for the dividend payment - 8,430,144,798.25 rubles; - total amount of funds for the dividend payment per share - 89.15 rubles. It was recommended to the AGM of OJSC "Magnit" to approve the followingprocedure of dividends payment: 1. Payment of dividends shall be executed pursuant to the procedure and withinthe time limit established by the legislation of the Russian Federation. 2. Payment of dividends shall be executed by monetary funds with theinvolvement of the Registrar of the Company - Open joint-stock company"Obiedinennaya registratsionnaya kompaniya" (Taxpayer Id. Number 7705108630,Principal State Registration Number 1027700036540) as the entity renderingservices in dividend payment. 3. To secure the receipt of dividends, the shareholders of OJSC "Magnit" shallupdate personal details and other information relevant for the dividendpayment, should they change, in the register of shareholders of OJSC "Magnit"or in the relevant depositary. It is recommended to the AGM of OJSC "Magnit" to appoint June 13, 2014 as thedate as of which the shareholders are entitled to receive dividends. Votes were cast 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 was made. Item 3 on the agenda: "To call the annual general shareholders meeting ("the AGM") of OJSC "Magnit". Votes were cast 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 was made. Item 4 on the agenda: "To ratify the following agenda of the AGM of OJSC "Magnit": 1. "Approval of the annual report, annual accounting (financial) reports ofOJSC "Magnit"". 2. "Allocation of profit (including payment (declaration) of dividends) andlosses of OJSC "Magnit" following 2013 financial year results". 3. "Election of the Board of directors of OJSC "Magnit". 4. "Election of the Revision commission of OJSC "Magnit". 5. "Approval of the auditor of OJSC "Magnit". 6. "Approval of the auditor of OJSC "Magnit" in accordance with the IFRS". 7. "Election of the Counting commission of OJSC "Magnit". 8. "Ratification of the Charter of OJSC "Magnit" in the new edition". 9. "Ratification of Regulation on the General shareholders meeting of OJSC"Magnit" in the new edition". 10. "Approval of the major related party transactions" 11. "Approval of the related party transactions". Votes were cast 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 was made. Item 5 on the agenda: "To hold the AGM in the form of joint presence of shareholders to discuss theagenda items and make decisions on the voting items with preliminary submission(delivery) of voting ballots prior to the holding of the AGM". Votes were cast 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 was made. Item 6 on the agenda: "To appoint the AGM on May 29, 2014 at 11:00 AM, to appoint the registration ofthe meeting participants on May 29, 2014 at 10:00 AM. Venue: 3-rd floor, conference hall, 15/5 Solnechnaya street, Krasnodar, Russia. To determine the address to which the completed voting ballots shall bedelivered: 15/5 Solnechnaya street, Krasnodar, 350072, Russia". Votes were cast 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 was made. Item 7 on the agenda: "To authorize the registrar of the Company - OJSC "Objedinennayaregistratsionnaya kompaniya" - to make the list of shareholders entitled toparticipate in the AGM according to the register as of April 15, 2014". Votes were cast 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 was made. Item 8 on the agenda: "To approve the form and the text of the voting ballots on agenda items whichshall be considered at the AGM". Votes were cast 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 was made. Item 9 on the agenda: "To approve the text of the announcement of the AGM (annex №4 to the minutes ofthe BOD meeting) and to deliver it by registered mail or to submit againstsignature to each shareholder of the company prior to April 28, 2014inclusive". Votes were cast 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 was made. Item 10 on the agenda: "To approve the following list of information materials to be presented to theshareholders within the period of preparation for the AGM: - annual report of OJSC "Magnit" for the financial year 2013; - annual accounting reports of OJSC "Magnit" for the financial year 2013,including the auditor's report; - consolidated financial statements of the group of OJSC "Magnit" companies forthe year 2013, prepared in accordance with IFRS, including the auditor'sreport; - conclusion of the Revision commission of OJSC "Magnit" on the results ofaudit of operational and financial performance of the Company for the financialyear 2013; - evaluation of the auditor's conclusion on the accounting reports of OJSC"Magnit" for the year 2013, prepared by the audit committee of the OJSC"Magnit" Board of directors; - evaluation of the consolidated financial statements of the group of OJSC"Magnit" companies for the year 2013 in accordance with IFRS, prepared by theaudit committee of the OJSC "Magnit" Board of directors; - recommendations of the Board of directors of the Company on the allocation ofprofit and losses of the Company for 2013 financial year results, including theamount of dividend on OJSC "Magnit" shares, the procedure of its payment andthe date as of which the shareholders are entitled to receive dividends; - information on candidates to be elected to the relevant bodies of OJSC"Magnit" and on their written consent to election; - information on candidates to be elected as the auditor of OJSC "Magnit"; - draft Charter of OJSC "Magnit" in the new edition; - information on the amendments to the Charter of OJSC "Magnit"; - draft Regulation on the General shareholders meeting of OJSC "Magnit" in thenew edition; - information on the amendments to the Regulation on the general shareholdersmeeting of OJSC "Magnit" in the new edition; - information on transactions to be approved by the AGM; - draft decisions of the AGM on the agenda items. To authorize the sole executive body to provide access to the above mentionedinformation materials starting from May 8, 2014 from 10:00 AM to 5:00 PM (breakfrom 12:00 PM to 1:00 PM) at the following address: 15/5 Solnechnaya street,Krasnodar, Russia, CEO's office". Votes were cast 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 was made. Item 11 on the agenda: "To approve the following list of candidates to be elected to the Board ofdirectors of the Company at the AGM of OJSC "Magnit": * Andrey Arutyunyan; * Valeriy Butenko; * Sergey Galitskiy; * Alexander Zayonts; * Alexey Makhnev; * Khachatur Pombukhchan; * Aslan Shkhachemukov." Votes were cast 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 was made. Item 12 on the agenda: "To approve the following list of candidates to be elected to the Revisioncommission of the Company at the AGM of OJSC "Magnit": * Roman Efimenko; * Anzhela Udovichenko; * Denis Fedotov." Votes were cast 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 was made. Item 13 on the agenda: "To determine remuneration for the services of the auditor in accordance withthe Russian Accounting Standards the audit of the accounting (financial)reports for the year 2014 in the amount of not more than 250,000 (two hundredand fifty thousand) rubles excl. VAT". Votes were cast 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 was made. Item 14.1 on the agenda: "Due to the fact that the loan agreement (several related loan agreements),which the Company plans to execute in future with the joint-stock company"Tander", is the major related party transaction, the price of the property, tothe possible disposal of which the granting of the loan is related, is to bedetermined by the Company's Board of Directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the price (money value) of theCompany's property, which can be directly or indirectly disposed by the Companyunder the loan agreement (several related loan agreements), shall be determinedon the basis of the following terms and conditions of the agreement, which theCompany plans to execute in future: 1. Parties of the transaction (transactions): the lender - OJSC "Magnit", theborrower - JSC "Tander"; 2. Subject of the transaction (transactions): loan of funds; 3. Maximum price (amount) of the transaction (transactions): up to40,000,000,000 (forty billion) rubles; 4. Loan interest rate: not more than 12% (twelve percent) per annum; 5. Time limit for the fulfillment of obligations under the transaction(transactions): up to 3 (three) years from the time of its conclusion (the timeof repayment of the loan amount and interest). To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the loan agreement(agreements), can comprise 25 (twenty five) and more percent of the book valueof the Company's assets, determined from the data of its financial statementsas of the last reporting date, but not more than 50 (fifty) percent of the bookvalue of the Company's assets, determined from the data of its financialstatements as of the last reporting date". Votes were cast 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 was made. Item 14.2 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of Joint-stock company "Tander"(beneficiary) (hereafter - "the Borrower") to Open joint-stock company"Sberbank of Russia" (OJSC "Sberbank of Russia") (hereafter - "the Creditor")under the agreements of revolving and non-revolving lines of credit (hereafter- "the Credit agreements"), are major related party transactions, the price ofthe property, to the possible disposal of which the granting of the guaranteeis related, is to be determined by the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture: 1. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, shall amount to not more than 25,000,000,000 (twenty fivebillion rubles); 2. The credit shall be provided for the maximum of 3 (three) years; 3. Interest rate for the credit use including charges shall amount to not morethan 12% (twelve percent) per annum; 4. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the relevant Credit agreements; 5. Maximum price (amount) of the guarantee agreements: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligation by the Borrower under the Credit agreements, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreements. To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can comprise 25 (twenty five) and more percent of the book value of theCompany's assets, determined from the data of its financial statements as ofthe last reporting date, but not more than 50 (fifty) percent of the book valueof the Company's assets, determined from the data of its financial statementsas of the last reporting date". Votes were cast 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 was made. Item 14.3 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereafter - "the Borrower") to open joint-stock company"ALFA-BANK" (hereafter - "the Creditor") under the agreements of revolvinglines of credit (hereafter - "the Credit agreements"), are related partytransactions, the price of the property, to the possible disposal of which thegranting of the guarantee is related, is to be determined by the Company'sBoard of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture: 1. The Creditor shall provide the Borrower with monetary funds in Russianrubles ("Credits") in the form of the revolving credit line ("Credit line"); 2. Within the Credit line the Borrower shall have a right to receive Credits,the maximum amount of aggregate debt on which on any day of the term of theCredit line comprises not more than 14,000,000,000 (fourteen billion) rubles("Credit limit"); 3. The term of the Credit line shall not exceed 51 (fifty one) months, theBorrower shall repay all received Credits no later than the date of expirationof the term of the Credit line; 4. Credits within the term of the Credit line shall be provided for not morethan 36 (thirty six) months; 5. Interest rate: not more than 15 (fifteen) percent per annum; 6. Penalties: 0.10% (zero point one zero) of the amount of the overdueindebtedness for each day of delay of debt repayment but not lower than thedual refinancing rate of the Bank of Russia, which is effective on the day forwhich penalties are charged; 7. Terms, procedure of granting and repayment of the Credit amounts (includingthe amount of any type of remuneration paid by the Borrower to the Creditor)shall be determined by the Credit agreements; 8. Maximum price (amount) of the guarantee agreements: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligation by the Borrower under the Credit agreements, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreements. To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can comprise 25 (twenty five) and more percent of the book value of theCompany's assets, determined from the data of its financial statements as ofthe last reporting date, but not more than 50 (fifty) percent of the book valueof the Company's assets, determined from the data of its financial statementsas of the last reporting date". Votes were cast 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 was made. Item 14.4 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of Joint-stock company "Tander"(beneficiary) (hereafter - "the Borrower") to Open joint-stock company "Bank ofMoscow" (hereafter - "the Creditor") under the Credit agreement №29-261/15/2651-10-KR as of September 30, 2010 (hereafter - "the Credit agreement"), aremajor related party transactions, the price of the property, to the possibledisposal of which the granting of the guarantee is related, is to be determinedby the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements: 1. Total credit limit for the Credit agreement shall amount to not more than16,000,000,000 (sixteen billion rubles); 2. The credit shall be provided for the maximum of 6 (six) years; 3. Interest rate for the credit use including charges comprises not more than14% (fourteen percent) per annum; 4. Terms, procedure of granting and repayment of the credit amounts, interestand other payments shall be determined by the Credit agreement; 5. Maximum price (amount) of the guarantee agreements: The Guarantor shall befully liable to the Creditor for non-fulfillment or improper fulfillment ofobligation by the Borrower under the Credit agreement, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreement. To decide that the price (money value) of the Company's property, which can bedirectly or indirectly disposed by the Company under the guarantee agreements,can comprise 25 (twenty five) and more percent of the book value of theCompany's assets, determined from the data of its financial statements as ofthe last reporting date, but not more than 50 (fifty) percent of the book valueof the Company's assets, determined from the data of its financial statementsas of the last reporting date". 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 was made. Item 15.1 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereafter - "the Borrower") to open joint-stock bank"ROSBANK" (open joint-stock company) (hereafter - "the Creditor") under theagreements on revolving and non-revolving lines of credit (hereafter - "theCredit agreements"), are related party transactions, the price of the property,to the possible disposal of which the granting of the guarantee is related, isto be determined by the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture: 1. The maximum amount of the aggregate debt under the agreements on therevolving (non-revolving) credit line shall not exceed 4,000,000,000 (fourbillion) Russian rubles or the equivalent amount in US Dollars or Euro at theexchange rate of the Bank of Russia as of the date of financing provision. 2. The credit facility shall be provided in the form of individual creditswithin the credit line for the purpose of working capital financing and/orcurrent operations financing. 3. The term of the agreements on revolving (non-revolving) credit lines shallamount not more than 13 (thirteen) months from the date of signing theagreement. Each Individual Credit shall be provided for the period not more than 13(thirteen) months (inclusive) from the date of provision of an individualcredit. 4. For the use of each credit the Borrower shall pay interest to the Creditorin the amount of one-week or two-weeks or three-weeks or one-month or 2 monthsor 3 months or 6 months or 9 months or 12 months Mosprime interest rate / Fixedinterest rate on Russian Rubles or EURIBOR / Fixed interest rate on Euro orLIBOR rate / Fixed interest rate US dollar; 5. The interest period for Rates on US Dollars, Euro and Russian Rubles may beequivalent to any calendar period up to 13 (thirteen) months under theagreement between the parties. The interest rate amount shall not exceed 12% (twelve) percent per annum. 7. The limit price (amount) of the guarantee agreements: the total amount ofobligation of the Guarantor shall not exceed 4,520,000,000 (four billion fivehundred and twenty million) rubles. In case of failure of the Guarantor toexecute the claim within 5 (five) bank days from the date of the acceptance ofthe Claim the Guarantor shall pay a penalty to the Creditor in the amount of 3(three) percent of the amount of the corresponding Claim. The price of the property, to the possible disposal of which the transactionsof guarantee are related, comprises more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date". 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 was made. Item 15.2 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereafter - "the Borrower") to Open joint-stockcommercial bank "Absolut Bank" (open joint-stock company) (hereafter - "theCreditor") under the Agreement № 133-VKL/KRD-13 on the credit provision"Revolving credit line" as of October 23, 2013 (hereafter - "the Creditagreement"), are related party transactions, the price of the property, to thepossible disposal of which the granting of the guarantee is related, is to bedetermined by the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreement: 1. The Creditor shall provide the Borrower with the Credit under the Creditagreement for the purpose of the current operations fulfillment and/or for thepurpose of the retail chain expansion, including the acquisition of real andpersonal property, intangible assets, and/or refurbishment expenses,re-equipment (modernization), with the total limit of the amount not exceeding3,200,000,000 (three billion two hundred million) rubles, and the Borrowershall repay the received credit to the Creditor according to the procedure,within the time period and under terms specified in the Credit agreement; 2. The credit shall be provided for the maximum 12 (twelve) months; 3. Interest rate for the credit use including charges comprises not more than22% (twenty two percent) per annum; 4. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the Credit agreement; 5. Obligation of the Creditor shall be secured in part by means of provision ofthe Company's guarantee; 6. The total amount of obligation of OJSC "Magnit" out of the provided securityon any day of the period of validity of the Credit agreement shall not exceed4,000,000,000 (four billion) rubles. The price of the property, to the possible disposal of which the transactionsof guarantee are related, comprises more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. 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 was made. Item 15.3 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereafter - "the Borrower") to Open joint-stockcommercial bank "Absolut Bank" (open joint-stock company) (hereafter - "theCreditor") under the agreements on revolving and non-revolving credit lines("the Credit agreements") are related party transactions, the price of theproperty, to the possible disposal of which the granting of the guarantee isrelated, is to be determined by the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture: 1. The Creditor shall provide the Borrower with the Credit under the Creditagreements for the purpose of the current operations fulfillment and/or for thepurpose of the retail chain expansion, including the acquisition of real andpersonal property, intangible assets, and/or refurbishment expenses,re-equipment (modernization), with the total limit of the amount not exceeding3,200,000,000 (three billion two hundred million) rubles, and the Borrowershall repay the received credit to the Creditor according to the procedure,within the time period and under terms specified in the Credit agreements; 2. The credit shall be provided for the maximum 12 (twelve) months; 3. Interest rate for the credit use including charges comprises not more than22% (twenty two percent) per annum; 4. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the relevant Credit agreements; 5. Obligation of the Creditor shall be secured in part by means of provision ofthe Company's guarantee; 6. The total amount of obligation of OJSC "Magnit" out of the provided securityon any day of the period of validity of all the Credit agreements shall notexceed 4,000,000,000 (four billion) rubles. The price of the property, to the possible disposal of which the transactionsof guarantee are related, comprises more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. 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 was made. Item 15.4 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereafter - "the Borrower") to Open joint-stock bank"Russian Agricultural Bank" (open joint-stock company) (hereafter - "theCreditor") under the agreements on revolving and non-revolving credit lines("the Credit agreements") are related party transactions, the price of theproperty, to the possible disposal of which the granting of the guarantee isrelated, is to be determined by the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture: 1. The Creditor shall provide the Borrower with the Credit under the Creditagreements for the purpose of the current operations fulfillment and/or for thepurpose of the retail chain expansion, including the acquisition of real andpersonal property, intangible assets, and/or refurbishment expenses,re-equipment (modernization), with the total limit of the amount not exceeding5,000,000,000 (five billion) rubles, and the Borrower shall repay the receivedcredit to the Creditor according to the procedure, within the time period andunder terms specified in the Credit agreements; 2. The credit shall be provided for the maximum 12 (twelve) months; 3. Interest rate for the credit use including charges comprises not more than10% (ten percent) per annum; 4. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the relevant Credit agreements; 5. The total amount of obligation of the Guarantor shall not exceed the totalobligations of the Borrower to the Creditor, including principal amount ofdebt, interest, penalties, losses caused to the Creditor by the non-fulfillmentor improper fulfillment of the Credit agreements. The price of the property, to the possible disposal of which the transactionsof guarantee are related, comprises more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. 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 was made. Item 15.5 on the agenda: "Due to the fact that the guarantee agreements, which the Company plans toexecute in future as security for obligation of the joint-stock company"Tander" (beneficiary) (hereafter - "the Borrower") to Open joint-stock bank"VTB Bank" (open joint-stock company) (hereafter - "the Creditor") under theagreements on revolving and non-revolving credit lines ("the Creditagreements") are related party transactions, the price of the property, to thepossible disposal of which the granting of the guarantee is related, is to bedetermined by the Company's Board of directors. According to articles 77 and 83 of the Federal law as of December 26, 1995 №208-FZ "On joint-stock companies" to decide that the amount of obligation ofthe Company and, subsequently, the price (money value) of the Company'sproperty, which can be directly or indirectly disposed by the Company under theguarantee agreements, shall be determined on the basis of the following termsand conditions of the Credit agreements, which the Borrower plans to execute infuture: 1. The Creditor shall provide the Borrower with the Credit under the Creditagreements for the purpose of the current operations fulfillment and/or for thepurpose of the retail chain expansion, including the acquisition of real andpersonal property, intangible assets, and/or refurbishment expenses,re-equipment (modernization), with the total limit of the amount not exceeding10,000,000,000 (ten billion) rubles, and the Borrower shall repay the receivedcredit to the Creditor according to the procedure, within the time period andunder terms specified in the Credit agreements; 2. The credit shall be provided for the maximum 5 (five) years; 3. Interest rate for the credit use including charges comprises not more than12% (twelve percent) per annum; 4. Terms, procedure of granting and repayment of the credit (including anyamount of the remuneration paid to the Creditor by the Borrower), interest andother payments are determined by the relevant Credit agreements; 5. Maximum price (amount) of the guarantee agreements: The Guarantor is fullyliable to the Creditor for non-fulfillment or improper fulfillment ofobligation by the Borrower under the Credit agreements, including principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit agreements. The price of the property, to the possible disposal of which the transactionsof guarantee are related, comprises more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. 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 was made. Item 16 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is theshareholder of LLC "Retail Import" to make the following decision at theexercise of the voting right on shares in the charter capital of LLC "RetailImport" owned by the Company: "To approve the annual financial statements of LLC "Retail Import" for the year2013". Votes were cast 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 was made. Item 17 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is theshareholder of LLC "Alkotrading" to make the following decision at the exerciseof the voting right on shares in the charter capital of LLC "Alkotrading" ownedby the Company: "To approve the annual financial statements of LLC "Alkotrading" for the year2013". Votes were cast 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 was made. Item 18 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is theshareholder of LLC "Tandem" to make the following decision at the exercise ofthe voting right on shares in the charter capital of LLC "Tandem" owned by theCompany: "1. To approve the annual financial statements of LLC "Tandem" for the year2013. 2. To approve the Limited Liability Company Audit firm "Faber Leks" (TaxpayerId. Number 2308052975) as the audited of LLC "Tandem" for 2014 according to theRussian accounting standards. 3. To determine the amount of payment for the services of the auditor LLC AF"Faber Lex" for the mandatory audit of LLC "Tandem" for 2014 in the amount ofnot more than 135,000 (One hundred and thirty five thousand) rubles excludingVAT". Votes were cast 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 was made. Item 19 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is theshareholder of LLC "Retail Import" to make the following decision at theexercise of the voting right on shares in the charter capital of LLC "RetailImport" owned by the Company: "To determine the amount of payment for the services of the auditor for themandatory audit of JSC "Tander" for 2014 in the amount of not more than6,000,000 (six million) rubles excluding VAT". Votes were cast 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 was made. Item 20 on the agenda: "To approve related party guarantee agreements, which the Company (hereinafter- "the Guarantor") plans to execute in future as security for obligation ofclose joint-stock company "Tander" (beneficiary) (hereinafter - "the Borrower")to the Joint-Stock commercial bank "ROSBANK" (open joint-stock company)(hereinafter - "the Creditor") under the Additional Agreement (additionalagreements) (hereinafter - "the Agreement") to the Contract of bank account No0249018/RUB as of 25.10.2007 (hereinafter - "the Contract"), based on thefollowing conditions: 1. According to the conditions of the Agreement to the Contract, the Creditorshall have the right but not obligation to extend credit of the Borrower'saccount within the Credit Limit set by the Agreement at any time during theperiod of validity of the Agreement. The credit extending is affected by meansof the Creditor's execution of billing documents on transfer of sums from theBorrower's Account at insufficiency or lack of funds on it. 2. Maximum allowed sum of credit (limit of credit) is 175 000 000 (One hundredand seventy five million) rubles of the Russian Federation. 3. Maximum term of the continuity of indebtedness (payment period of eachcredit received in overdraft mode) is 30 (Thirty) calendar days. 4. The term of the Agreement shall constitute not more than 1 (One) year. 5. The Borrower shall pay the Creditor interest in the amount of the MosPrimeOverNight rate increased by the Bank Margin (of the Creditor) (1.8 (One pointeight) percent per annum). Interest rate (including Bank Margin) shall notexceed 12 (Twelve) percent per annum ("Maximum interest rate"). 6. The terms, procedure of issue and repayment of the credit sums, interest andother payments shall be determined by the Agreement. 7. The Price Limit (the sum) of the guarantee agreement is the aggregate amountof obligations of the Guarantor under the Agreement cannot exceed 196 000 000(One hundred and ninety six million) rubles. The price of the property, to the possible disposal of which the transactionsof guarantee are related, comprises more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its financialstatements as of the last reporting date. Votes were cast 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 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: +7-861-277-4554 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562 Company description: Magnit is Russia's largest retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of December 31,2013, Magnit operated 22 distribution centers and over 8,000 stores (7,200convenience, 207 hypermarkets, and 686 cosmetics) in more than 1,868 cities andtowns throughout 7 federal regions of the Russian Federation. In accordance with the audited IFRS consolidated financial statements for 2013,Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 million USD.Magnit's local shares are traded on the Moscow Stock Exchange (MICEX: MGNT) andits GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit ratingfrom Standard & Poor's of BB. Measured by market capitalization, Magnit is oneof the largest retailers in Europe.