BoD Results

Press-release Krasnodar November 26, 2013 OJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, November 26, 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 November 26, 2013. Please be informed that on November 26, 2013 the BOD meeting was held (minutesof the BOD meeting of OJSC "Magnit" are w/o No. of November 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. 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 1.1 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 Moscow: * name: West Branch in Moscow, * location: 3/2 Velozavodskaya street, Moscow, 115088, Russian Federation. 2. To create the JSC "Tander" branch in Moscow: * name: East Branch in Moscow, * location: 15 Berzarina street, Moscow, 123154, Russian Federation. 3. Due to the creation of the JSC "Tander" branches in Moscow, to ratify theCharter 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 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 decision at the realizationof the voting right on shares owned by the Company: "Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the General agreement on the opening of the revolving framework credit linewith tiered interest rates by JSC "Tander" (hereinafter - the "Borrower") withOpen joint-stock company "Sberbank of Russia" represented by the branch -South-Western bank of OJSC "Sberbank of Russia" (hereafter - the "Creditor"),which the Borrower plans to execute in future, related to acquisition, disposaland an opportunity of the company to dispose property, directly or indirectly,the cost of which amounts to 5 and more percent of the balance sheet value ofassets of the company, its subsidiaries, principal company (of which thecompany is a subsidiary), as well as other subsidiaries of the principalcompany ("Group"), determined on the basis of the latest available IFRSconsolidated report of the Group with the following essentials: 1. The Creditor opens the revolving framework credit line with the total limit amount not exceeding 10,000,000,000 (ten billion) rubles to the Borrower, and the Borrower shall repay the received Credit to the Creditor in the manner, at the times and on terms of the Credit transactions; 2. The term of validity of the General agreement - maximum of 3 (three) years; 3. Interest rate for the credit use comprises not more than 12% (twelve per cent) per annum; 4. Terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements; Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", withthe right to sign Additional agreements which determine the terms of the Creditprovision and change terms of the General agreement including but not limitedto the change of the interest rates, the change of the term of Creditprovision." 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 1.3 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: "Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusionof the Credit agreement on the opening of the revolving credit line by JSC"Tander" (hereinafter - the "Borrower") with Open joint-stock company"ALFA-BANK" (hereafter - the "Creditor"), which the Borrower plans to executein future, related to acquisition, disposal and an opportunity of the companyto dispose property, directly or indirectly, the cost of which amounts to 5 andmore percent of the balance sheet value of assets of the company, itssubsidiaries, principal company (of which the company is a subsidiary), as wellas other subsidiaries of the principal company ("Group"), determined on thebasis of the latest available IFRS consolidated report of the Group with thefollowing essentials: 1. The Creditor provides the Borrower with monetary funds in Russian rubles ("Credits") in the form of the revolving credit line ("Credit line"); 2. Within the Credit line the Borrower has a right to receive Credits, the maximum amount of aggregate debt on which on any day of the term of the Credit line comprises not more than 9,750,000,000 (nine billion seven hundred and fifty million) rubles ("Credit limit"); 3. The term of the Credit line does not exceed 42 (forty two) months, the Borrower shall repay all received Credits no later than the date of expiration of the term of the Credit line; 4. Credits within the term of the Credit line are provided for not more than 36 (thirty six) months; 5. Interest rate: not more than 15 (fifteen) per cent per annum; 6. Penalties: 0.1% (zero point one) of the amount of the overdue indebtedness for each day of delay but not lower than the dual refinancing rate of the Bank of Russia, which is effective on the day for which penalties are charged. Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", withthe right to sign Additional agreements which determine the terms of the Creditprovision and change terms of the Credit agreement including but not limited tothe change of the interest rates, the change of the term of Credit provision." 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.