BoD Results

OJSC MAGNIT - BoD Results

PR Newswire

London, March 12

OJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, March 12, 2013: OJSC "Magnit" (the "Company", "Issuer"; MICEX andLSE: MGNT) is pleased to announce the results of the BOD meeting held on March11, 2013.

Please be informed that today the BOD meeting was held (minutes of BOD meetingof OJSC "Magnit" are w/o No. of March 11, 2013).

The meeting agenda:

1. Approval of the related party transactions.

2. 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.

The following BOD members were present: A. Arutyunyan, S. Galitskiy, V.Butenko, 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 decisions and voting results:

Item 1.1 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

condition that the Borrower shall use the provided loan to refinance the

expenses related to the construction of:

- hypermarket located at 200 Komsomolskaya street, Volsk, Saratov region,Russia;

- hypermarket located at 50 а Leningradskiy prospect, Yaroslavl, Yaroslavlregion, Russia;

- hypermarket located at 1 Ibragimova street, Chistopol, Republic of Tatarstan,Russia;

- hypermarket located at 53 Naberezhnaya Leonova street, Balakovo, Saratovregion, Russia;

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:

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".

"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

condition that the Borrower shall use the provided loan to refinance the

expenses related to the construction of:

- hypermarket located at 9 Olomoutskaya street, Volzhskiy, Volgograd region,Russia;

- Magnit Family store located at 30 Khimikov street, Omsk, Omsk region, Russia;

- hypermarket located at 26 Shukhova street, Tula, Tula region, Russia;

* limit price (amount) of the transaction: up to 1,000,000,000 (one billion)

rubles;

* loan interest amount: cannot exceed 12% (twelve percent) per annum;

* deadline to fulfill the obligations under the transaction: up to 1 (one)

year and 6 (six) months from the date of the transaction execution (term

for repayment of the loan amount 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:

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".

"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

condition that the Borrower shall use the provided loan to refinance the

expenses related to the construction of:

- hypermarket located at 20 Kochetova street, Veliky Novgorod, Novgorod region,Russia;

- Magnit Family store located at 10 Shkolniy lane, Mirniy, Arkhangelsk region,Russia;

- hypermarket located at 55а Azina street, Sarapul, Udmurt Republic, Russia;

* limit price (amount) of the transaction: up to 900,000,000 (nine hundred

million) rubles;

* loan interest amount: cannot exceed 12% (twelve percent) per annum;

* deadline of transaction obligations fulfillment: up to 2 (two) years from

the date of the transaction execution (term for repayment of the loan

amount 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:

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".

"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 subject to the

use of the provided loan amount by the Borrower for refinancing the

expenses related to the construction of:

- hypermarket located at 33 Kirova street, Ekaterinburg, Sverdlovsk region,Russia ;

- Magnit Family store located at 64А Engelsa street, Voronezh, Voronezh region,Russia;

- hypermarket located at 80 Bratiev Kashirinykh street, Chelyabinsk,Chelyabinsk region, Russia;

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:

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".

"To recommend the sole executive body of OJSC "Magnit", which is the soleshareholder of Retail Import LLC (the "company"), to make the followingdecision at the exercise of the voting right on the Retail Import LLC shares inthe charter capital owned by the company:

"1. To increase the charter capital of the company by 10,000 (ten thousand)rubles, from 10,000,000 (ten million) rubles to 10,010,000 (ten million tenthousand) rubles upon the application of the company's shareholder (OJSC"Magnit") for additional contribution to the charter capital.

2. To increase the nominal value of the OJSC "Magnit" share in the chartercapital of the company by 10,000 (ten thousand), from 10,000,000 (ten million)rubles to 10,010,000 (ten million ten thousand) rubles.

3. To approve the new amount of the share of the company's shareholder: thenominal value of the OJSC "Magnit" share amounts to 10,010,000 (ten million tenthousand) rubles that constitutes 100% of the company's charter capital.

4. To specify the location of the company. The new address of Retail Import LLCis room 3, floor 1, letter B, 15/5 Solnechnaya street, Prikubanskiy district,Krasnodar, Russian Federation.

5. To ratify the company's Charter 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.

For further information, please contact:

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 unaudited IFRS management accounts for 2012, Magnitrecorded consolidated revenues of approximately $14,430 million USD and aconsolidated EBITDA of $1,524 million USD.