BOD Results

Press-release

Krasnodar

April 26, 2011

OJSC "Magnit" announces the results of the BOD meeting

Krasnodar, April 26, 2011: OJSC «Magnit» (the "Company"; RTS, MICEX, LSE: MGNT) is pleased to announce the results of the BOD meeting held on April 25, 2011.

The BOD agenda includes the following items:

1. Preliminary approval of the annual report of OJSC "Magnit".

2. Approval of recommendations to the general shareholders' meeting of the company on distribution of profit, including the amount of dividend on shares of OJSC "Magnit" and procedure of its payment, and loss of the company based on the results of 2010 financial year.

3. Approval of recommendations to the general shareholders' meeting of the company on the amount of dividend on shares of OJSC "Magnit" and procedure of its payment based on the results of the first quarter of 2011 financial year.

4. Approval of the list of candidates for election to the revision commission of the company on the annual general shareholders' meeting of OJSC "Magnit".

5. Convening of the annual general shareholders' meeting of OJSC "Magnit".

6. Approval of agenda of the annual general shareholders' meeting of OJSC "Magnit".

7. Approval of the form of the annual general shareholders' meeting of OJSC "Magnit".

8. Determination of the date, time and place of the annual general shareholders' meeting of OJSC "Magnit".

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

10. Approval of the form and text of voting ballots for the annual general shareholders' meeting of OJSC "Magnit".

11. Informing shareholders of the annual general shareholders' meeting of OJSC "Magnit".

12. Provision of opportunity for shareholders to familiarize with materials related to the annual general shareholders' meeting of OJSC "Magnit".

13. Determination of the amount of remuneration of the auditor.

14. Approval of related party transactions.

15. Determination of the recommended price of transactions for the general shareholders' meeting of OJSC "Magnit" to make a decision on approval of major related party transactions.

16. Determination of the recommended price of transactions for the general shareholders' meeting of OJSC "Magnit" to make a decision on approval of major related party transactions.

17. Determination of the position of OJSC "Magnit" representative under realization of voting right on shares in charter capital of "Magnit Finance" LLC owned by the company.

18. Determination of the position of OJSC "Magnit" representative under realization of voting right on shares in charter capital of "Magnit - Nizhny Novgorod" LLC owned by the company.

19. Determination of the position of OJSC "Magnit" representative under realization of voting right on shares in charter capital of "AgroTorg" LLC owned by the company.

20. Determination of the position of OJSC "Magnit" representative under realization of voting right on shares in charter capital of JSC "Tander" owned by the company.

The following decisions were adopted:

On the second agenda item:

"To ratify the recommendations to the general shareholders' meeting of the Company on distribution of profit, including the dividend amount on OJSC "Magnit" shares and its payment procedure, and losses of the Company following the results of 2010 financial year (annex 2, 4 to the minutes of the BOD meeting)";

On the third agenda item:

"To ratify the recommendations to the general shareholders' meeting of the Company on distribution of profit, including the dividend amount on OJSC "Magnit" shares and its payment procedure, and losses of the Company following the results of the 1st quarter of 2011 financial year (annex 3, 4 to the minutes of the BOD meeting)";

To determine the dividend amount according to OJSC "Magnit" BOD recommendations on distribution of net profit of the Company following 2010 financial year as follows:

- total amount of funds for dividend payment - 584,566,229.61 rubles;

- the amount of funds for dividend payment on one share - 6.57 rubles.

To determine the dividend amount according to OJSC "Magnit" BOD recommendations on distribution of net profit of the Company following the 1st quarter of 2011 financial year as follows:

- total amount of funds for dividend payment - 415,513,590.91 rubles;

- the amount of funds for dividend payment on one share - 4.67 rubles.

The Board of directors recommends to the general shareholders' meeting, in particular:

·; To pay dividends following the results of 2010 financial year and of the 1st quarter of 2011 financial year in the amount of 11.24 rubles per one ordinary share.

·; To determine the dividend payment term - within 60 days from the date of the corresponding decision adopted by the general shareholders' meeting.

·; To effect the dividend payment with cash funds via the Registrar of the Company - OJSC "United Registration Company" - as the body providing services on dividend payment (15A, Kalanchevskaya str., Moscow).

·; In case of return of transferred dividends to OJSC "Magnit" due to the incorrect bank details in the register of shareholders of OJSC "Magnit" or a shareholder's death, the repeated dividend payment shall be effected after the submission to the OJSC "United Registration Company" of the information on change of payment details and other details and inclusion of the corresponding changes to the register of OJSC "Magnit" shareholders.

·; In case of return of dividends sent by mail payment, the repeated dividend payment shall be effected by means of bank transfer to the account after submission by shareholder of bank details to the OJSC "United Registration Company" and their inclusion to the shareholders register of OJSC "Magnit".

The dividend transfer by any means is effected at the expense of OJSC "Magnit".

The list of persons entitled to receive dividends shall be made on the record date of holders entitled to participate in the annual general shareholders' meeting of OJSC "Magnit" - May 06, 2011.

On the fifth agenda item:

To call the annual general shareholders' meeting of OJSC "Magnit";

On the sixth agenda item:

"To approve the agenda of the annual general shareholders' meeting of OJSC "Magnit" as follows":

1. "Ratification of the annual report, annual accounting report including the profit and loss statements of OJSC "Magnit";

2. "Distribution of profit and loss of OJSC "Magnit" following the 2010 financial year results";

3. "Payment of dividends on OJSC "Magnit" shares following the 1st quarter 2011 results";

4. "Election of the OJSC "Magnit" Board of directors";

5. "Election of the OJSC "Magnit" Revision commission";

6. "Approval of the Auditor of OJSC "Magnit";

7. "Approval of the IFRS Auditor of OJSC "Magnit";

8. "Election of the Counting Board of OJSC "Magnit"";

9. "Approval of the major related party transactions";

10. "Approval of the related party transactions".

On the seventh agenda item:

"To hold the AGM 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 ballots prior to the general meeting of shareholders".

On the eighth agenda item:

"To appoint the annual shareholders' meeting on June 23, 2011 at 11 AM, to appoint the registration on June 23, 2011 at 10 AM.

Venue: 3-rd floor, conference hall, 15/5 Solnechnaya street, Krasnodar, Russia.

To determine the address to send the completed ballots: 15/5 Solnechnaya Street, Krasnodar, 350072, Russia".

On the ninth agenda item:

"To authorize the registrar of the Company - OJSC "United Registration Company" - to make the list of persons entitled to participate in the annual general shareholders' meeting according to the register as of May 06, 2011".

On the tenth agenda item:

"To approve the form and text of the voting ballots for the general shareholders' meeting".

On the eleventh agenda item:

"To approve the text of the announcement about the annual general shareholders' meeting and deliver it by registered mail or to submit against signature to each shareholder prior to May 23, 2011 inclusive".

On the twelfth agenda item:

«To approve the following list of materials to be presented to the shareholders:

- OJSC "Magnit" annual report for the 2010 financial year;

- OJSC "Magnit" annual accounting report for the 2010 financial year, including auditor's report;

- OJSC "Magnit" 2010 consolidated financial statements prepared in accordance with IFRS, including auditor's report;

- Report of Revision commission of OJSC "Magnit" on the results of the audit of financial and operating activity of the Company for the 2010 financial year;

- evaluation of the auditor's report on the accounting statements of OJSC "Magnit" over the year of 2010 prepared by the Audit committee of the Board of directors of OJSC "Magnit";

- evaluation of the auditor's report on the consolidated financial statements of OJSC "Magnit" for the year 2010 prepared by the Audit committee of the Board of directors of OJSC "Magnit";

- recommendations of the Board of directors on distribution of profit including the dividend amount on shares of OJSC "Magnit" and payment procedure, and losses of the Company for the 2010 financial year;

- recommendations of the Board of directors on dividend amount on shares of OJSC "Magnit" and payment procedure for the 1st quarter of 2011 financial year;

- recommendations of the Board of directors on dividend amount on shares of OJSC "Magnit" and payment procedure for the 2010 financial year and the 1st quarter of 2011 financial year;

- information on candidates nominated to the corresponding bodies of OJSC "Magnit" and information on their written consent to be elected;

- information on candidates nominated to the auditor position of OJSC "Magnit";

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

- draft decisions on the agenda items of the annual general shareholders' meeting.

To instruct the sole executive body to provide access to the information materials starting May 23, 2011 from 10 AM to 5 PM (break from 12:00 PM to 1:00 PM) at the following addresses:

- 18 Kolkhoznaya street, Krasnodar, Russia, CEO's office; and

- 15/5 Solnechnaya street, Krasnodar, Russia, CEO's office."

The record date of holders entitled to participate at the AGM on June 23, 2011, is May 6, 2011.

The content of decisions adopted by the board of directors on approval of related party transactions:

"To approve the agreement of sale and purchase of the share in charter capital of limited liability company "Tandem" which the company plans to execute in future and which is a related party transaction with the following essential conditions:

• transaction parties: seller - "Magnit - Nizhny Novgorod" LLC; buyer - OJSC "Magnit";

• subject of transaction: sale and purchase of the share in charter capital of the limited liability company "Tandem" (registered address - 10, Bolshaya Pokrovskaya str., Nizhny Novgorod, the Russian Federation, Principal State Registration Number 1055238192822, Taxpayer Id. Number 5260161312) of the nominal value of 10,000,000 (ten million) rubles, which amounts to 100 % (hundred per cent)of the charter capital of "Tandem" LLC;

• price (amount) of transaction: 10,000,900 (ten million nine hundred) rubles (value of the acquirable share)".

"To approve loan agreement (several inter-related loan agreements), which the Company plans to execute in future and which is a related party transaction with the following essential conditions:

• parties of transaction (transactions): lender - OJSC "Magnit", borrower - JSC "Tander";

• subject of transaction (transactions): loan of monetary funds;

• price (amount) of transaction (transactions): 750,000,000 (seventy five million) rubles;

• loan interest rate: not more than 9% (nine percent) per annum;

• deadline of fulfillment of obligations under the transaction (transactions): up to 2 (two) months from the time of execution (term of refund of principal loan and interest)".

"To approve loan agreement (several inter-related loan agreements), which the company plans to execute in future and which is a related party transaction with the following essential conditions:

• parties of transaction (transactions): lender - OJSC "Magnit", borrower - «Selta» LLC;

• subject of transaction (transactions): loan of monetary funds;

• price (amount) of transaction (transactions): 750,000,000 (seven hundred and fifty million) rubles;

• loan interest rate: not more than 9% (nine percent) per annum;

• deadline of fulfillment of obligations under the transaction (transactions): up to 2 (two) months from the time of execution (term of refund of principal loan and interest)".

"To approve loan agreement (several inter-related loan agreements), which the company plans to execute in future and which is a related party transaction with the following essential conditions:

• parties of transaction (transactions): lender - OJSC "Magnit", borrower - «Magnit Finance» LLC;

• subject of transaction (transactions): loan of monetary funds;

• price (amount) of transaction (transactions): 750,000,000 (seven hundred and fifty million) rubles;

• loan interest rate: not more than 9% (nine percent) per annum;

• deadline of fulfillment of obligations under the transaction (transactions): up to 2 (two) months from the time of execution (term of refund of principal loan and interest)".

"To approve loan agreement (several inter-related loan agreements), which the company plans to execute in future and which is a related party transaction with the following essential conditions:

• parties of transaction (transactions): lender - OJSC "Magnit", borrower - "TK "Zelyonaya liniya" LLC;

• subject of transaction (transactions): loan of monetary funds;

• price (amount) of transaction (transactions): 750,000,000 (seven hundred and fifty million) rubles;

• loan interest rate: not more than 9% (nine percent) per annum;

• deadline of fulfillment of obligations under the transaction (transactions): up to 2 (two) months from the time of execution (term of refund of principal loan and interest)".

"To approve loan agreement (several inter-related loan agreements), which the company plans to execute in future and which is a related party transaction with the following essential conditions:

• parties of transaction (transactions): lender - OJSC "Magnit", borrower - "TANDER-MAGNIT" LLC;

• subject of transaction (transactions): loan of monetary funds;

• price (amount) of transaction (transactions): 150,000,000 (one hundred and fifty million) rubles;

• loan interest rate: not more than 9% (nine percent) per annum;

• deadline of fulfillment of obligations under the transaction (transactions): up to 2 (two) months from the time of execution (term of refund of principal loan and interest)".

The minutes w/o N are executed as of April 25, 2011.

For further information, please contact:

Company description:

Based in Krasnodar, in the Southern region of Russia, Open Joint Stock Company "Magnit" is the holding company for a group of entities that operate in the retail trade under the "Magnit" brand. The chain of "Magnit" stores is one of the leading food retail networks in Russia. As of March 31, 2011 the chain consisted of 4,128 convenience stores, 57 hypermarkets and 4 cosmetics stores (drogerie) in 1,239 locations in the Russian Federation.

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

As of March 31, 2011 the Company operated an in-house logistics system consisting of 11 distribution centers, employing automated stock replenishment systems and a fleet of 2,997 vehicles.

In accordance with the audited IFRS consolidated financial statements for the twelve months ended December 31, 2010, the Company recorded consolidated revenue of approximately US$7,777 million and consolidated EBITDA of around US$632 million.