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BOD Results

6th Oct 2011 10:36

RNS Number : 6868P

OJSC Magnit

06 October 2011

These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration under the Securities Act. OJSC Magnit has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Shares in the Company have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia (other than "exempt investors" as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or "wholesale clients" as defined in Chapter 7 of the Corporations Act), Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia (other than "exempt investors" as defined in Chapter 6D.2 of the Corporations Act or "wholesale clients" as defined in Chapter 7 of the Corporations Act), Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Press-release

Krasnodar

October 6, 2011

OJSC "Magnit" announces the results of the BOD meeting

Krasnodar, October 6, 2011: OJSC "Magnit" (the "Company", the "Issuer"; RTS, MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on October 6, 2011.

The meeting of the Board of Directors of OJSC "Magnit" was held on October 6, 2011 with the following agenda:

1. Calling of an extraordinary general shareholders' meeting of OJSC "Magnit".

2. Approval of the agenda for the extraordinary general shareholders' meeting of OJSC "Magnit".

3. Approval of the form of holding of the extraordinary general shareholders' meeting of OJSC "Magnit".

4. Determination of the date, time and place of holding of the extraordinary general shareholders' meeting.

5. Determination of the record date of shareholders entitled to participate in the extraordinary general shareholders' meeting of OJSC "Magnit".

6. Approval of the form and text of voting bulletins for the extraordinary general shareholders' meeting of OJSC "Magnit".

7. Notification of shareholders of the holding of the extraordinary general shareholders' meeting of OJSC "Magnit".

8. Provision of the opportunity to shareholders to familiarize themselves with the materials related to the holding of the extraordinary general shareholders' meeting of OJSC "Magnit".

9. Determination of the recommended price of the transactions for the extraordinary general shareholders' meeting of OJSC "Magnit" to make the decisions on approval of the related party transactions.

10. Determination of the priority areas of activity of OJSC "Magnit".

11. Approval of the related party transactions.

12. Determination of the position of OJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company.

13. Determination of the position of OJSC "Magnit" representative at the exercise of the voting right on the share in the charter capital of LLC "Magnit Finance" owned by the Company.

14. Determination of the position of OJSC "Magnit" representative at the exercise of the voting right on the share in the charter capital of LLC "AgroTorg" owned by the Company (removed from the agenda).

15. Alienation of the share in the charter capital of LLC "AgroTorg" owned by OJSC "Magnit" (removed from the agenda).

16. Increase of the charter capital of OJSC "Magnit" by means of an offering of additional shares.

17. Approval of the decision on the additional issue of securities.

18. Approval of the prospectus of the securities.

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

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

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

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

The Board of Directors resolved to call the extraordinary general shareholders' meeting of OJSC "Magnit" and approved the following agenda:

1. Approval of the related party transaction.

2. Approval of the major related party transaction.

The extraordinary general shareholders' meeting will be held in the form of joint presence of shareholders to discuss agenda items and adopt decisions on the voting issues with the preliminary submission (delivery) of the voting bulletins prior to the general shareholders' meeting.

The extraordinary general shareholders' meeting will be held on December 8, 2011 at 11:00 am. Registration of participants will commence on December 8, 2011 at 10:00 am.

The meeting will be held at the following address: 3-rd floor, conference hall, 15/5 Solnechnaya street, Krasnodar, Russia.

Completed voting bulletins shall be sent to the following postal address: 15/5 Solnechnaya street, Krasnodar, Russia, 350072.

The registrar of the Company - OJSC "United Registration Company" shall make the list of persons entitled to participate in the extraordinary general shareholders' meetings as of October 21, 2011.

The Board of Directors approved the form and the text of the voting bulletins, the text of the notification of shareholders of the holding of the extraordinary general shareholders' meeting which shall be delivered by registered mail or submitted against signature to each shareholders by November 7, 2011 inclusive.

The Board of Directors approved the following list of information materials to be provided to the shareholders:

- information on essential terms of transactions which approval is included in the agenda of the general shareholders' meeting;

- draft decision on the agenda items of the extraordinary general shareholders' meeting.

The sole executive body of the Company shall provide access to the above information materials from 10:00 to 17:00 (break from 12:00 to 13:00) on November 17, 2011 at the following addresses:

- office of the general director, 18 Kolkhoznaya street, Krasnodar, Russia;

- office of the general director, 15/5 Solnechnaya street, Krasnodar, Russia.

The Board of Directors approved the following related party transactions:

1. Loan agreement which the Company plans to execute in future with JSC "Tander" and which is a related party transaction with the following essentials:

- parties of the transaction: lender - OJSC "Magnit", borrower - JSC "Tander";

- subject of the transaction: special-purpose loan of funds with the condition of use of received funds by the borrower for acquisition of 82.6 % (eighty two point six percent) share in the charter capital of the Limited liability company "Zvezda" (Main State Registration Number - 1116827000773, Taxpayer Id. Number - 6827021696, location - 2 Promyshlennaya street, Michurinsk, Tambov region, 393760, Russian Federation) with a nominal value of 8 260 (eight thousand two hundred and sixty) rubles;

- limit price (amount) of the transaction: up to 720 000 000 (seven hundred and twenty million) rubles;

- interest rate on loan: not more than 8.3% (eight point three percent) per annum;

- deadline to fulfill obligations under the transaction: up to 5 (five) years from the date of execution (term of repayment of principal loan and interests).

The price of the property the possible disposal of which the transaction is related to shall not exceed 2% of the balance sheet assets value of the Company determined on the basis of the accounting statements for the latest reporting period.

2. Agreement of purchase and sale of share in the charter capital of the Limited liability company "Alcotrading", which the Company plans to execute in future and which is the related party transaction with the following:

- parties of the transaction: seller - JSC "Tander"; buyer - OJSC "Magnit";

- subject of the transaction: purchase and sale of share in the charter capital of the Limited liability company "Alcotrading" (location - 22B, 45 Parallel street, Stavropol, Russian Federation, Taxpayer Id. Number - 2634067954, Main State Registration Number - 1052604287097) with a nominal value of 9 900 000 (nine million nine hundred thousand) rubles that amounts to 99% (ninety nine percent) of the charter capital of LLC "Alcotrading";

- price (amount) of the transaction: 9 900 000 (nine million nine hundred thousand) rubles (price of the acquired share);

3. Transactionwhich the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials:

- parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander";

- subject of the transaction: The Lessor shall provide real property - non-residential premises №№ 1, 2, 2/1, 2/2, 2/3, 2/4, 2/5, 2/6, 5, 5/1, 6, 7, 7/2, 10/1, 16, 16/1, 16/2, 18, 19, 19/1, 19/2, 21, 23, 24, 39, with a total space of 839.8 sq. m., floor: underground, first; letter /А, Аlocated at the address: 199 Gorkogo street, Kanevskaya village, Kanevskoy district, Krasnodar region - to the Lessee at a fee for temporary possession and use;

- lease fee: 390 000 (three hundred and ninety thousand) rubles 00 kopecks per month, incl. VAT;