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BoD Results

26th Mar 2013 07:00

OJSC MAGNIT - BoD Results

PR Newswire

London, March 26

Press-release Krasnodar March 26, 2013

OJSC "Magnit" Announces the Results of the BOD Meeting, Including the Decisionto Call the AGM and Determination of the Record Date

Krasnodar, March 26, 2013: OJSC "Magnit" (the "Company", "Issuer"; MICEX andLSE: MGNT) is pleased to announce the results of the BOD meeting held on March25, 2013.

Please be informed that on March 25, 2013 the BOD meeting was held (minutes ofthe BOD meeting of OJSC "Magnit" are w/o No. of March 25, 2013).

The meeting agenda:

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

2. Approval of recommendations to the general shareholders' meeting on

allocation of profit, including the dividend amount on shares of OJSC

"Magnit" and the procedure of its payment, and losses of the Company

following 2012 financial year results.

3. Approval of the list of candidates to be elected to the Revision Commission

of the Company at the annual general shareholders' meeting of OJSC

"Magnit".

4. Approval of the list of candidates to be elected to the Board of Directors

of the Company at the annual general shareholders' meeting of OJSC

"Magnit".

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

6. Adoption of the agenda of the annual general shareholders' meeting of OJSC

"Magnit".

7. Approval of the form of holding of the annual general shareholders' meeting

of OJSC "Magnit".

8. Determination of the date, time and venue of the annual general

shareholders' meeting of OJSC "Magnit".

9. Determination of the date of the list of shareholders entitled to

participate in the annual general shareholders' meeting of OJSC "Magnit".

10. Approval of the form and the text of the voting ballots on the items to be

considered at the annual shareholders' meeting of OJSC "Magnit".

11. Notification of shareholders of the holding of the annual general

shareholders' meeting of OJSC "Magnit".

12. Provision of the opportunity to shareholders to review the materials

related to the holding of the annual general shareholders' meeting 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 transaction

to be approved by the annual shareholders' meeting of OJSC "Magnit".

15. Determination of the recommended price for related party transactions to be

approved by the annual shareholders' meeting 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 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 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 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: A. Arutyunyan, V. Butenko and A.Shkhachemukov.

S. Galitskiy, A. Zayonts, A. Makhnev and K. Pombukhchan 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 S. Galitskiy, A. Zayonts, A. Makhnev and K. Pombukhchan, 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 2012 andsubmit it for consideration of the general shareholders' meeting of the Company(annex №1 to the minutes of the BOD meeting)".

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 losses of the Company following 2012 financialyear results, including the amount of dividend on OJSC "Magnit" shares and theprocedure of its payment, (annex №2 to the minutes of the BOD meeting)".

To determine the amount of dividend according to recommendations of the OJSC"Magnit" BOD on the allocation of profit of the Company following 2012financial year results as follows:

- total amount of funds for the dividend payment - 5,202,765,752.10 rubles;

- total amount of funds for the dividend payment per share - 55.02 rubles.

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 approve the following list of candidates to be elected to the RevisionCommission of the Company at the annual general shareholders' meeting 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 4 on the agenda:

"To approve the following list of candidates to be elected to the Board ofDirectors of the Company at the annual general shareholders' meeting 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 5 on the agenda:

"To call the annual general shareholders' meeting 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 6 on the agenda:

"To ratify the following agenda of the annual general shareholders' meeting ofOJSC "Magnit":

1. "Approval of the annual report, annual accounting reports, including profitand loss statements of OJSC "Magnit"".

2. "Profit and loss allocation of OJSC "Magnit" following 2012 financial yearresults".

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 IFRS".

7. "Election of the counting commission of OJSC "Magnit".

8. "Ratification of the Charter of OJSC "Magnit" in the new edition".

9. "Ratification Provisions on the General shareholders' meeting OJSC "Magnit"in the new edition".

10. "Approval of the major related party transaction".

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 7 on the agenda:

"To hold the annual general shareholders' meeting in the form of joint presenceof shareholders to discuss the agenda items and make decisions on the votingitems with preliminary submission (delivery) of voting ballots prior to theholding of the general shareholders' meeting".

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 appoint the annual general shareholders' meeting on May 24, 2013 at 11:00AM, to appoint the registration of the meeting participants on May 24, 2013 at10:00 AM.

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

To determine the address to which the completed voting ballots may 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 9 on the agenda:

"To authorize the registrar of the Company - OJSC "Objedinennayaregistratsionnaya kompaniya" - to make the list of shareholders entitled toparticipate in the annual general shareholders' meeting according to theregister as of April 5, 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 10 on the agenda:

"To approve the form and the text of the voting ballots (annex №3 to theminutes of the BOD meeting) on agenda items to be considered at the annualgeneral shareholders' meeting".

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 text of the announcement of the annual general shareholders'meeting (annex №4 to the minutes of the BOD meeting) and deliver it byregistered mail or to submit against signature to each shareholder of thecompany prior to April 23, 2013 inclusive".

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 information materials to be presented to theshareholders within the period of preparation for the AGM:

- annual report of OJSC "Magnit" for the financial year 2012;

- annual accounting reports of OJSC "Magnit" for the financial year 2012,including the auditor's report;

- consolidated financial statements of the group of OJSC "Magnit" companies forthe year 2012, 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 2012;

- evaluation of the auditor's conclusion on the accounting reports of OJSC"Magnit" for the year 2012, 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 2012 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 ofprofits and losses of the Company for 2012 financial year results, includingthe amount of dividend on OJSC "Magnit" shares and the payment procedure;

- 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 Provision on the General shareholders' meeting of OJSC "Magnit" in thenew edition;

- information on the amendments to the Provision on the general shareholders'meeting of OJSC "Magnit" in the new edition;

- information on transactions to be approved by the general shareholders'meeting;

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

To authorize the sole executive body to provide access to the above mentionedinformation materials starting from May 3, 2013 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 13.1 on the agenda:

"To determine remuneration for the services of the auditor in accordance withthe Russian Accounting Standards for the audit of the statements for the year2013 in the amount of not more than 300,000 (three hundred thousand) rublesexcl. 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 13.2 on the agenda:

"To determine remuneration for the services of the auditor in accordance withIFRS - Ernst & Young LLC for the audit of the consolidated financial statementsfor the year 2012 (including the consolidated financial statements prepared inaccordance with the Federal law as of 27.07.2010 N 208-FZ "On consolidatedfinancial statements") in the amount of not more than 1,324,398 (one millionthree hundred and twenty-four thousand three hundred and ninety eight) USdollars (incl. VAT) at the exchange rate of the Central bank of the RussianFederation as of the date of payment".

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 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 to34,000,000,000 (Thirty four billion) rubles;

4. Loan interest rate: not more than 12% (Twelve per cent) 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 per cent 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) per cent 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 - "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. 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" (hereafter - "the Borrower") to VTB Bank (open joint-stock company)(hereafter - "the Creditor") under the agreements of revolving andnon-revolving lines of credit (hereafter - "the Credit agreements"), arerelated party transactions, the price of the property, to the possible disposalof which the granting of the guarantee is related, is to be determined by theCompany'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, amounts to not more than 10,000,000,000 (Ten billionrubles);

2. The credit is provided for the maximum of 5 (Five) years;

3. Interest rate for the credit use including charges comprises not more than12% (Twelve per cent) per annum;

4. Terms, procedure of granting and repayment of the credit, interest and otherpayments 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:

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" (hereafter - "the Borrower") to open joint-stock bank "ROSBANK" (openjoint-stock company) (hereafter - "the Creditor") under the agreements ofrevolving and non-revolving lines of credit (hereafter - "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.

1. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, amounts to not more than 2,000,000,000 (Two billion rubles);

2. The credit is provided for the maximum of 2 (Two) years;

3. Interest rate for the credit use including charges comprises not more than12% (Twelve per cent) 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 is secured in part by means of provision of theCompany's guarantee;

6. Total amount of obligation of OJSC "Magnit" out of the provided security onany day of the period of validity of all the Credit agreements cannot exceed2,480,000,000 (Two billion four hundred and eighty million) rubles.

Votes cast is as follows:

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" (hereafter - "the Borrower") to open joint-stock company "Sberbank ofRussia" (OJSC "Sberbank of Russia") (hereafter - "the Creditor") under theagreements of 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.

1. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, amounts to not more than 15,000,000,000 (Fifteen billionrubles);

2. The credit is provided for the maximum of 5 (Five) years;

3. Interest rate for the credit use including charges comprises not more than12% (Twelve per cent) 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 is secured in part by means of provision of theCompany's guarantee;

6. Total amount of obligation of OJSC "Magnit" out of the provided security onany day of the period of validity of all the Credit agreements cannot exceed15,000,000,000 (Fifteen billion) rubles.

Votes cast is as follows:

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" (hereafter - "the Borrower") to open joint-stock company "ALFA-BANK"(hereafter - "the Creditor") under the agreements of revolving andnon-revolving lines of credit (hereafter - "the Credit agreements"), arerelated party transactions, the price of the property, to the possible disposalof which the granting of the guarantee is related, is to be determined by theCompany's Board of Directors.

1. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, amounts to not more than 5,000,000,000 (Five billionrubles);

2. The credit is provided for the maximum of 3 (Two) years;

3. Interest rate for the credit use including charges comprises not more than15% (Fifteen per cent) per annum;

4. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the relevant Credit agreements;

Votes cast is as follows:

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" (hereafter - "the Borrower") to open joint-stock company "Sberbank ofRussia" (OJSC "Sberbank of Russia") (hereafter - "the Creditor") under theagreements of 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.

1. Total credit limit for all Credit agreements, which the Borrower plans toexecute in future, amounts to not more than 3,000,000,000 (Three billionrubles);

2. The credit is provided for the maximum of 38 (Thirty eight) months;

3. Interest rate for the credit use including charges comprises not more than12% (Twelve per cent) 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 is secured in part by means of provision of theCompany's guarantee;

6. Total amount of obligation of OJSC "Magnit" out of the provided security onany day of the period of validity of all the Credit agreements cannot exceed4,045,000,000 (Four billion forty five million) rubles.

Votes cast is as follows:

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:

"1. To approve the annual financial statements of LLC "Retail Import" for theyear 2012.

2. To approve the Limited Liability Company Audit firm "Faber Leks" (TaxpayerId. Number 2308052975) as the audited of LLC "Retail Import" for 2013 accordingto the Russian 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 "Retail Import" for 2013 in theamount of not more than 200,000 (Two hundred thousand) 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 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 year2012".

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 year2012.

2. To approve the Limited Liability Company Audit firm "Faber Leks" (TaxpayerId. Number 2308052975) as the audited of LLC "Tandem" for 2013 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 2013 in the amount ofnot more than 175,000 (One hundred and seventy 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 JSC "Tander" to make the following decision at the exercise ofthe voting right on shares in the charter capital of JSC "Tander" owned by theCompany:

"1. To approve the annual report, annual financial statements, including profitand loss statements (profit and loss accounts) of LLC "Tander" for the year2012 as well as allocation of profits and losses of JSC "Tander" for theresults of the financial year of 2012".

2. To pay dividends on ordinary registered shares of JSC "Tander" in the amountof 2,000,200,000 (two billion) rubles which is 0.20 ruble per one ordinaryregistered share by transfer of monetary funds to the settlement account of thecorresponding shareholder within 60 days from the day of the decision ondividends payment.

Not to pay remuneration to members of the JSC "Tander" Revision commission.

To forward undistributed net profit to expansion of the Company.

2. To elect - Roman Efimenko; - Anzhela Udovichenko; - Denis Fedotov

to the JSC "Tander" Revision commission.

3. To approve "Faber Leks" Audit Limited Liability Company (Taxpayer Id. Number2308052975) as the auditor of the joint-stock company "Tander" according to theRussian accounting standards.

4. To approve the amount of payment for the services of the auditor LLC AF"Faber Leks" in the amount of not exceeding 5,500,000 (five million fivehundred thousand) rubles excl. VAT."

5. To approve the Charter of JSC "Tander" in the new edition."

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 20.1 on the agenda:

"To approve the loan agreement which the Company plans to execute in futurewith JSC "Tander" and which is the related party transaction with the followingessentials:

Parties of the transaction: the Lender - OJSC "Magnit", the Borrower - JSC"Tander"

Subject of the transaction: special-purpose loan of funds with the conditionthat the Borrower shall use the provided loan to refinance the expenses relatedto the construction of:

- hypermarket located at 25, district 4, Kurgan, Kurgan region, Russia;

- hypermarket located at 7 Yuzhnaya street, Nizhnekamsk, Republic of Tatarstan,Russia;

Limit price (amount) of the transaction: up to 1,000,000,000 (one billion)rubles;

Loan interest rate: cannot exceed 12% (twelve percent) per annum;

Deadline to fulfill the obligations under the transaction: up to 1 (one) yearfrom the date of the transaction execution (term for repayment of the loanamount and accrued interest amount hereof by the Borrower).

The price of the property to the possible disposal of which the transaction isrelated amounts to less than 2% of the book value of assets of the Companydetermined on the basis of the accounting statements for the latest accountingperiod".

Votes cast is as follows:

The decision was made. Item 20.2 on the agenda:

"To approve the loan agreement which the Company plans to execute in futurewith JSC "Tander" and which is the related party transaction with the followingessentials:

Parties of the transaction: the Lender - OJSC "Magnit", the Borrower - JSC"Tander"

Subject of the transaction: special-purpose loan of funds with the conditionthat the Borrower shall use the provided loan to refinance the expenses relatedto the construction of:

- hypermarket located at bld. 2, 1A, Radiotekhnicheskaya street, Yelets,Lipetsk region, Russia;

- hypermarket located at 13D Kolesovoy street, Yaroslavl, Yaroslavl region,Russia;

- "Magnit Family" store located at 263 Rozy Lyuksemburg street, Kurganinsk,Krasnodar region, Russia;

Limit price (amount) of the transaction: up to 1,000,000,000 (one billion)rubles;

Loan interest rate: cannot exceed 12% (twelve percent) per annum;

Deadline to fulfill the obligations under the transaction: up to 1 (one) year 6(six) months from the date of the transaction execution (term for repayment ofthe loan amount and accrued interest amount hereof by the Borrower).

Votes cast is as follows:

The decision was made. Item 20.3 on the agenda:

"To approve the loan agreement which the Company plans to execute in futurewith JSC "Tander" and which is the related party transaction with the followingessentials:

Parties of the transaction: the Lender - OJSC "Magnit", the Borrower - JSC"Tander"

Subject of the transaction: special-purpose loan of funds with the conditionthat the Borrower shall use the provided loan to refinance the expenses relatedto the construction of:

- hypermarket located at 3 Gubkina street, Salavat, Republic of Bashkortostan,Russia;

- "Magnit Family" store located at 144 Lezhnevskaya street, Ivanovo, Ivanovoregion, Russia;

- hypermarket located at the land plot at the address: 18 Soyfera street, Tula,Tula region, Russia;

Limit price (amount) of the transaction: up to 1,100,000,000 (one billion onehundred million) rubles;

Loan interest rate: cannot exceed 12% (twelve percent) per annum;

Deadline to fulfill the obligations under the transaction: up to 1 (one) year 9(nine) months from the date of the transaction execution (term for repayment ofthe loan amount and accrued interest amount hereof by the Borrower).

Votes cast is as follows:

The decision was made. Item 20.4 on the agenda:

"To approve the loan agreement which the Company plans to execute in futurewith JSC "Tander" and which is the related party transaction with the followingessentials:

Parties of the transaction: the Lender - OJSC "Magnit", the Borrower - JSC"Tander"

Subject of the transaction: special-purpose loan of funds with the conditionthat the Borrower shall use the provided loan to refinance the expenses relatedto the construction of:

- hypermarket located at 74 Geroev Stalingrada prospect, Volgograd, Volgogradregion, Russia;

- hypermarket located at the land plot at the address: 7A Zelinskogo street,Voskresensk, Moscow region, Russia;

- hypermarket located at 82a Lenina street, Neftekamsk, Republic ofBashkortostan, Russia;

Limit price (amount) of the transaction: up to 1,200,000,000 (one billion twohundred million) rubles;

Loan interest rate: cannot exceed 12% (twelve percent) per annum;

Deadline to fulfill the obligations under the transaction: up to 2 (two) yearsfrom the date of the transaction execution (term for repayment of the loanamount and accrued interest amount hereof by the Borrower).

Votes cast is as follows:

The decision was made. Item 20.5 on the agenda:

"To approve the loan agreement which the Company plans to execute in futurewith JSC "Tander" and which is the related party transaction with the followingessentials:

Parties of the transaction: the Lender - OJSC "Magnit", the Borrower - JSC"Tander"

Subject of the transaction: special-purpose loan of funds with the conditionthat the Borrower shall use the provided loan to refinance the expenses relatedto the construction of:

- hypermarket located at 113, 11th disctrict, Tobolsk, Tyumen region, Russia;

- hypermarket located at 42 Chapaeva street, Nizhnevartovsk, Khanty-Mansiyskautonomous district, Russia;

- "Magnit Family" store located at 37 Lenina street, Yemanzhelinsk, Chelyabinskregion, Russia;

- hypermarket located at 2/5, 6-ya Stantsionnaya street, Omsk, Omsk region,Russia;

- hypermarket located at 20A, Khanty-Mansiyskaya street, Nizhnevartovsk,Khanty-Mansiysk autonomous district, Russia;

Limit price (amount) of the transaction: up to 1,000,000,000 (one billion)rubles;

Loan interest rate: cannot exceed 12% (twelve percent) per annum;

Deadline to fulfill the obligations under the transaction: up to 2 (two) years6 (six) months from the date of the transaction execution (term for repaymentof the loan amount and accrued interest amount hereof by the Borrower).

Votes cast is as follows:

The decision was made. Item 20.6 on the agenda:

"To approve the loan agreement which the Company plans to execute in futurewith JSC "Tander" and which is the related party transaction with the followingessentials:

Parties of the transaction: the Lender - OJSC "Magnit", the Borrower - JSC"Tander"

Subject of the transaction: special-purpose loan of funds with the conditionthat the Borrower shall use the provided loan to refinance the expenses relatedto the construction of:

- hypermarket located at 58 Saratovskoe shosse, Balakovo, Saratov region,Russia;

- hypermarket located at bld. 1, 1 Dmitriya Kozhemyakina street, Sertolovo-1district, Sertolovo, Leningrad region, Russia;

- hypermarket located at the land plot at the address: 4 Lelyushenko street,Rostov-on-Don, Rostov region, Russia;

- hypermarket located at 128, Sevastopolskaya street, Saransk, Republic ofMordovia, Russia;

Limit price (amount) of the transaction: up to 1,150,000,000 (one billion onehundred and fifty million) rubles;

Loan interest rate: cannot exceed 12% (twelve percent) per annum;

Deadline to fulfill the obligations under the transaction: up to 3 (three)years from the date of the transaction execution (term for repayment of theloan amount and accrued interest amount hereof by the Borrower).

Votes cast is as follows:

The decision was made.

For further information, please contact:

Timothy Post Director, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 7600 Mob.: +7 (961) 511-76-78 Direct line for investors only: +7 (861) 277-45-62 Dina Svishcheva Deputy Director, Investor Relations e-mail: [email protected] Tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5101 Mob.: +7-961-511-02-02 Direct line for investors only: +7 (861) 277-45-62 Company description:

Headquartered in the southern Russia city of Krasnodar, Magnit (LSE and MICEX:MGNT) is the holding company for a group of entities that operate in the retailtrade under the "Magnit" brand. The chain of "Magnit" stores is one of theleading food retail networks in Russia. As of December 31, 2012 the chainconsisted of 6,046 convenience stores, 126 hypermarkets, 20 "Magnit Family"stores and 692 cosmetics stores (drogerie) in 1,605 cities and towns throughoutthe Russian Federation.

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

As of December 31, 2012 Magnit operated an in-house logistics system consistingof 18 distribution centers, employing automated stock replenishment systems anda fleet of 4,401 vehicles.

In accordance with the audited IFRS consolidated financial statements for 2012,Magnit recorded consolidated revenues of approximately $14,430 million USD anda consolidated EBITDA of $1,524 million USD.

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