BoD Results

Press-release Krasnodar December 12, 2013 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, December 12, 2013: OJSC "Magnit", Russia's largest retailer (the"Company", "Issuer"; MICEX and LSE: MGNT), is pleased to announce the resultsof the BOD meeting held on December 12, 2013. Please be informed that on December 12, 2013 the BOD meeting was held (minutesof the BOD meeting of OJSC "Magnit" are w/o No. of December 12, 2013). The meeting agenda: 1. Informing of the Board of Directors of OJSC "Magnit" on the key provisions of the UK Bribery Act of 2010. 2. Making of the decision to pay the bonus to the person exercising the power of the chief executive officer of OJSC "Magnit" for the 2013 results. 3. 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. 4. Introduction (approval) of alterations to the Resolution authorizing issuance of non-convertible interest-bearing certified bonds of the 02 series to the bearer with the obligatory centralized custody. 5. Introduction (approval) of alterations to the Resolution authorizing issuance of non-convertible interest-bearing certified bonds of the 03 series to the bearer with the obligatory centralized custody. 6. Introduction (approval) of alterations to the Prospectus of non-convertible interest-bearing certified bonds of the 01, 02, 03 series to the bearer with the obligatory centralized custody in respect of non-convertible interest-bearing certified bonds of the 02, 03 series to the bearer with the obligatory centralized custody. The following BOD members were present: V. Butenko, S. Galitskiy, K.Pombukhchan and A. Shkhachemukov. A. Arutyunyan, A. Zayonts and A. Makhnev provided their written opinions on theitems 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, A. Zayonts and A. Makhnev amounts to not less thanhalf 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. Content of the decisionsand voting results: Item 1 on the agenda: "To take into account the information on the key provisions of the UK BriberyAct 2010 and the recommendations of Ernst & Young (CIS) B.V. related toassurance of compliance of OJSC "Magnit" and its subsidiaries and affiliateswith the provisions of the UK Bribery Act 2010. To authorize the Chief Executive Officer of OJSC "Magnit" to elaborateprocedures for assuring compliance with the provisions of the UK Bribery Act2010." 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 pay the bonus to the person exercising the power of the sole executive bodyof the Company based on the results of 2013 in the amount recommended by theHuman Resources and Compensation Committee of the Board of Directors of OJSC"Magnit" by December 30, 2013." 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 3.1 on the agenda: "To recommend the sole executive body of OJSC "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: "To determine that Vladimir Gordeychuk will be the member of the employeeincentive program of JSC "Tander" in 2013 in accordance with the Regulation onthe Incentive Program and Human Resources and Compensation Committee of theChief Executive Officer of JSC "Tander". To approve the additional agreement to the contract with the sole executivebody of JSC "Tander" that is "Agreement of the parties №22 on the changes ofthe terms and conditions of the Employment agreement determined by the partiesas of June 28, 2006", to authorize Sergey Galitskiy, Chief Executive Officer ofOJSC "Magnit" to sign the specified agreement on behalf of the Company." 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 3.2 on the agenda: "To recommend the sole executive body of OJSC "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: "To distribute part of net profit of JSC "Tander" for the nine months 2013 ondividends: To pay dividends on the ordinary registered shares of JSC "Tander" in theamount of 7,350,000,000 (seven billion three hundred and fifty million) rubleswhich amounts to 0.7350 rubles per ordinary registered share by means of fundstransfer to the settlement account of the relevant shareholder within 60 daysfrom the day on which the decision to pay dividends is made". 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: "Due to the changes in the securities laws related to the option to extend theplacement period of the equity securities as well as to the registry of rightsto the equity securities with the obligatory centralized custody and otherchanges according to the requirements of the particular provisions of theFederal law №282-FZ "On Introducing Amendments to Certain Legislative Acts ofthe Russian Federation and Invalidation of Particular Provisions of LegislativeActs of the Russian Federation" of 29.12.2012 effective from 02.01.2013 tochange the Resolution authorizing issuance of securities - non-convertibleinterest-bearing certified bonds of the 02 series to the bearer with theobligatory centralized custody in the amount of 5,000,000 (five million) bondsof the nominal value of 1,000 (one thousand) rubles each with the total nominalvalue of 5,000,000,000 (five billion) rubles with the repayment period on the1,092th (One thousand and ninety second) day from the commencement date ofplacement of bonds in the form of public subscription eligible for anticipatedrepayment at the request of holders and at the discretion of the Issuerratified by the Board of Directors of OJSC "Magnit" on October 29, 2012(Minutes w/o No. of 29.10.2013)." 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: "Due to the changes in the securities laws related to the option to extend theplacement period of the equity securities as well as to the registry of rightsto the equity securities with the obligatory centralized custody and otherchanges according to the requirements of the particular provisions of theFederal law №282-FZ "On Introducing Amendments to Certain Legislative Acts ofthe Russian Federation and Invalidation of Particular Provisions of LegislativeActs of the Russian Federation" of 29.12.2012 effective from 02.01.2013 tochange the Resolution authorizing issuance of securities - non-convertibleinterest-bearing certified bonds of the 03 series to the bearer with theobligatory centralized custody in the amount of 5,000,000 (five million) bondsof the nominal value of 1,000 (one thousand) rubles each with the total nominalvalue of 5,000,000,000 (five billion) rubles with the repayment period on the1,092th (One thousand and ninety second) day from the commencement date ofplacement of bonds in the form of public subscription eligible for anticipatedrepayment at the request of holders and at the discretion of the Issuerratified by the Board of Directors of OJSC "Magnit" on October 29, 2012(Minutes w/o No. of 29.10.2013)." 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: "Due to the changes in the securities laws related to the option to extend theplacement period of the equity securities as well as to the registry of rightsto the equity securities with the obligatory centralized custody and otherchanges according to the requirements of the particular provisions of theFederal law №282-FZ "On Introducing Amendments to Certain Legislative Acts ofthe Russian Federation and Invalidation of Particular Provisions of LegislativeActs of the Russian Federation" of 29.12.2012 effective from 02.01.2013 tochange (approve) the Prospectus (ratified by the Board of Directors of OJSC"Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2013)): - non-convertible interest-bearing certified bonds of the 01 series to thebearer with the obligatory centralized custody in the amount of 5,000,000 (fivemillion) bonds of the nominal value of 1,000 (one thousand) rubles each withthe total nominal value of 5,000,000,000 (five billion) rubles with therepayment period on the 1,092th (One thousand and ninety second) day from thecommencement date of placement of bonds in the form of public subscriptioneligible for anticipated repayment at the request of holders and at thediscretion of the Issuer; - non-convertible interest-bearing certified bonds of the 02 series to thebearer with the obligatory centralized custody in the amount of 5,000,000 (fivemillion) bonds of the nominal value of 1,000 (one thousand) rubles each withthe total nominal value of 5,000,000,000 (five billion) rubles with therepayment period on the 1,092th (One thousand and ninety second) day from thecommencement date of placement of bonds in the form of public subscriptioneligible for anticipated repayment at the request of holders and at thediscretion of the Issuer; - non-convertible interest-bearing certified bonds of the 03 series to thebearer with the obligatory centralized custody in the amount of 5,000,000 (fivemillion) bonds of the nominal value of 1,000 (one thousand) rubles each withthe total nominal value of 5,000,000,000 (five billion) rubles with therepayment period on the 1,092th (One thousand and ninety second) day from thecommencement date of placement of bonds in the form of public subscriptioneligible for anticipated repayment at the request of holders and at thediscretion of the Issuer; in respect of non-convertible interest-bearing certified bonds of the 02, 03series to the bearer with the obligatory centralized custody." 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. For further information, please contact: Timothy Post Director, Investor Relations Email: [email protected] Office: +7-861-277-4554 x7600 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 x5101 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 September 30,2013, Magnit operated 19 distribution centers and over 7,600 stores (6,783convenience, 178 hypermarkets, and 685 cosmetics) in more than 1,760 cities andtowns throughout 7 federal regions of the Russian Federation. In accordance with its reviewed IFRS consolidated financial statements, Magnithad 1H 2013 revenues of $8.7 billion USD and an EBITDA of $890 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 nowEurope's 2nd largest food retailer.