BoD Results

Press-release Krasnodar October 30, 2013 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, October 30, 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 October 29, 2013. Please be informed that on October 29, 2013 the BOD meeting was held (minutesof the BOD meeting of OJSC "Magnit" are w/o No. of October 29, 2013). The meeting agenda: 1. Determination of OJSC "Magnit" business priorities. 2. Approval of the related party transactions. 3. Determination of the amount of remuneration for the auditor's services. 4. On serving of the CEO (Chairman of the Management Board) of OJSC "Magnit" on the management body of the other organization. The following BOD members were present: A. Arutyunyan, V. Butenko, S.Galitskiy, K. Pombukhchan and A. Shkhachemukov. A. Zayonts and A. Makhnev provided their written opinions on the items of theagenda of the BOD meeting of OJSC "Magnit". The number of the BOD members participated in the meeting, including writtenopinions of A. Zayonts and A. Makhnev amounts to not less than half of thenumber 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 determine OJSC "Magnit" business priorities by means of ratification of thePlans of financial and economic activity of the Company for the fourth quarterof 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 2.1 on the agenda: "To approve the related party transaction between OJSC "Magnit" and Joint-stockcommercial bank "Absolut Bank" (open joint-stock company), namely, theGuarantee agreement as security for the obligation of JSC "Tander" (hereafter -"the Borrower") to Joint-stock commercial bank "Absolut Bank" (open joint-stockcompany) (hereafter - "the Creditor") on the basis of the following terms andconditions: 1. Total credit limit for the Credit agreement, which the Borrower plans toexecute in future, amounts to not more than 3,200,000,000 (three billion twohundred million rubles); 2. The credit is provided for the maximum of 1 (one) year; 3. Interest rate for the credit use including charges comprises not more than20% (twenty percent) per annum; 4. Terms, procedure of granting and repayment of the credit, interest and otherpayments are determined by the Credit agreement; 5. Total amount of obligation of OJSC "Magnit" out of the provided security onany day of the period of validity of the Credit agreement cannot exceed1,250,000,000 (one billion two hundred and fifty million) rubles. 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 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 - "for", A. Shkhachemukov - "for". The decision was made. Item 2.2 on the agenda: "To approve the conclusion of the Additional agreement to the Contract of thereal property lease №LpF/216/12 of April 30, 2012, which the Company executedwith JSC "Tander" and which is the related party transaction, on the basis ofthe following terms and conditions of the contract of lease as amended by theadditional agreement: Parties of the transaction: the Lessor - OJSC "Magnit", the Lessee -JSC"Tander"; Subject of the transaction: the Lessor shall provide the Lessee with thefollowing property for the temporary possession and use: - real property: integrated-attached non-residential premises № 7, with a totalspace - 532.2 sq.m., letter А, А2, А3, located on the first floor of themultiple dwelling building at the following address: 38 Kosmonavtov street,Lipetsk, Lipetsk region, Russian Federation; - attached non-residential premises № 9, with a total space - 110 sq.m., letterА2, located on the underground floor of the multiple dwelling building at thefollowing address: 38 Kosmonavtov street, Lipetsk, Lipetsk region, RussianFederation; - power receivers: introductory fitting of non-residential premises of thedwelling building №38 at 38 Kosmonavtov street, metering device, internalelectrical facilities. Lease payment: 465,150 (four hundred and sixty five thousand one hundred andfifty) rubles per month including VAT. Lease period: 10 (ten) years. The price of the property to the possible disposal of which the transaction isrelated shall amount to not less than 2 per cent of the balance sheet assets ofthe Company determined on the basis of the accounting report for the latestreporting period". 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 - "for", A. Shkhachemukov - "for". The decision was made. Item 3.1 on the agenda: "To determine remuneration for the services of the auditor in accordance withIFRS - Ernst & Young LLC for the conduction of the review of the interimcondensed financial statements for the 6 months of 2013 in the amount of444,299 (four hundred and forty four thousand two hundred and ninety nine) USdollars 50 (fifty) cents (incl. VAT) at the exchange rate of the Central bankof the Russian Federation 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 3.2 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 statements(including the consolidated financial statements prepared in accordance withthe Federal law as of 27.07.2010 N 208-FZ "On consolidated financialstatements") for the year 2013 in the amount of 1,318,409 (one million threehundred and eighteen thousand four hundred and nine) US dollars 30 (thirty)cents (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 4 on the agenda: "To agree to the serving of Sergey Galitskiy, the CEO, Chairman of theManagement Board of OJSC "Magnit" as a Member of the Bureau of the Board ofDirectors in the all-Russian non-governmental organization "The Russian Unionof Industrialists and Entrepreneurs". 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.