BoD Results

Press-release Krasnodar December 27, 2013 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, December 27, 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 26, 2013. Please be informed that on December 26, 2013 the BOD meeting was held (minutesof the BOD meeting of OJSC "Magnit" are w/o No. of December 26, 2013). The meeting agenda: 1. 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. 2. Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the Retail Import LLC shares in the charter capital owned by the Company. 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 1.1 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: "Due to implementation of the employee incentive program of JSC "Tander" inaccordance with the Regulation on the Incentive Program and Human Resources andCompensation Committee of the Chief Executive Officer of JSC "Tander" and inaccordance with the Additional agreement of the parties №20 as of December 25,2012 on the addition of the terms and conditions of the employment agreementdetermined by the parties as of June 28, 2006, with amendments due to theimplementation of the employee incentive program of the Company between JSC"Tander" and Vladimir Gordeychuk, the Chief Executive Officer of JSC "Tander": - To pay the bonus to Vladimir Gordeychuk based on the results of 2013 in theamount recommended by the Human Resources and Compensation Committee of theBoard of Directors 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 1.2 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is the soleshareholder of JSC "Tander", to make the following decisions at the realizationof the voting right on shares owned by the Company: "1. To create the JSC "Tander" branch in Barnaul, Altai Territory: * name: Branch in Barnaul, Altai Territory, * location: 76 Emilii Alekseevoy street, Barnaul, Altai Territory, 656023, Russian Federation. 2. To change the name of the JSC "Tander" branch in St. Petersburg, Leningrad region to the following name: Branch in St. Petersburg (location of the branch: 19 Kuznetsovskaya street, St. Petersburg, 196128, Russian Federation), 3. To create the JSC "Tander" branch in St. Petersburg: - name: Region Branch in St. Petersburg, - location: premises 3N, letter B, 127, Leninskiy prospect, St. Petersburg,198207, Russian Federation. 4. To change the location address of the JSC "Tander" branch in Smolensk, Smolensk region to the following: 72 Rylenkova street, Smolensk, Smolensk region, 214036, Russian Federation), 5. Due to creation of the JSC "Tander" branches, change of the name and addresses of the branches, to ratify 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 2 on the agenda: "To recommend the sole executive body of OJSC "Magnit", which is the soleshareholder of Retail Import LLC, to make the following decision at therealization of the voting right on the Retail Import LLC shares in the chartercapital owned by the Company: "1. To terminate in advance the authorities of Dmitriy Komissarov, CEO ofRetail Import LLC, to consider January 8, 2014 as the date of termination ofhis authorities. 2. To elect Vladimir Antonov as the CEO of Retail Import LLC for the term of 5(five) years (information shall be disclosed in accordance with the Federal Law"On personal data"), to consider January 9, 2014 as the date of assumption ofthe office. 3. To execute the Employment agreement with Vladimir Antonov, to authorizeSergey Galitskiy, the representative of OJSC "Magnit", which is the soleshareholder of Retail Import LLC, to sign the Employment agreement with thesole executive body (CEO) of Retail Import LLC on behalf of Retail Import LLC. 4. To authorize the CEO of Retail Import LLC to execute necessary operationsrelated to the state registration of amendments to the Unified State Registerof Legal Entities." 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.