Result of AGM

Press-release Krasnodar May 24, 2013

OJSC "Magnit" Announces AGM Results and the Dividend Payment

Krasnodar, May 24, 2013: OJSC "Magnit", Russia's largest retailer (the"Company"; MICEX and LSE: MGNT), announces the results of the Annual GeneralShareholders Meeting and the dividend payment.

Type of the general meeting (annual, extraordinary) - annual generalshareholders meeting;

Form of the general meeting - joint presence.

Date and venue of the general meeting:

Date of AGM: May 24, 2013.

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

Time: registration - 10:00 am, AGM - 11:00 Moscow time

Quorum of AGM:

Number of votes of shareholders included into the list of persons entitled toparticipate in the general meeting:

on the agenda item № 1 "Ratification of the annual report, the annualaccounting statements, including profit and loss statement (profit and lossaccount) of OJSC "Magnit" - 94,561,355 votes;

on the agenda item № 2 "Profit and loss distribution of OJSC "Magnit" accordingto 2012 financial year results" - 94,561,355 votes;

on the agenda item № 3 "Election of the board of directors of OJSC "Magnit" -661,929,485 votes;

on the agenda item № 4 "Election of the audit commission of OJSC "Magnit" -57,713,233 votes;

on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 94,561,355 votes;

on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" underinternational financial reporting standards" - 94,561,355 votes;

on the agenda item № 7 "Election of the counting commission" - 94,561,355 votes;

on the agenda item № 8 "Ratification of the Charter of OJSC "Magnit" in the newedition" - 94,561,355 votes;

on the agenda item № 9 "Ratification of the Rules and regulations for thegeneral shareholders meeting of OJSC "Magnit" in the new edition" - 94,561,355 votes;

Number of votes of shareholders included into the list of persons entitled toparticipate in the general meeting and notinterested in execution oftransactions by the company:

on the agenda item № 10 "Approval of the major related party transaction" -92,453,140 votes;

on the agenda item № 11.1 "Approval of the related party transactions" -92,453,140 votes;

on the agenda item № 11.2 "Approval of the related party transactions" -92,453,140 votes;

on the agenda item № 11.3 "Approval of the related party transactions" -92,453,140 votes;

on the agenda item № 11.4 "Approval of the related party transactions" -92,453,140 votes;

on the agenda item № 11.5 "Approval of the related party transactions" -92,453,140 votes;

Number of votesof shareholders participated in general meeting:

on the agenda item № 1 "Ratification of the annual report, the annualaccounting statements, including profit and loss statement (profit and lossaccount) of OJSC "Magnit" - 72,433,088 votes;

on the agenda item № 2 "Profit and loss distribution of OJSC "Magnit" accordingto 2012 financial year results" - 72,433,008 votes;

on the agenda item № 3 "Election of the board of directors of OJSC "Magnit" -507,031,056 votes;

on the agenda item № 4 "Election of the audit commission of OJSC "Magnit" -35,584,886 votes;

on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 72,433,008 votes;

on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" underinternational financial reporting standards" - 72,433,008 votes;

on the agenda item № 7 "Election of the counting commission" - 72,433,008 votes;

on the agenda item № 8 "Ratification of the Charter of OJSC "Magnit" in the newedition" - 72,433,008 votes;

on the agenda item № 9 "Ratification of the Rules and regulations for thegeneral shareholders meeting of OJSC "Magnit" in the new edition" - 72,433,008votes;

Number of votes of shareholders participated in general meeting and not interestedin execution of transactions by the company:

on the agenda item № 10 "Approval of the major related party transaction" -70,324,793 votes;

on the agenda item № 11.1 «Approval of the related party transactions» -70,324,793 votes;

on the agenda item № 11.2 «Approval of the related party transactions» -70,324,793 votes;

on the agenda item № 11.3 «Approval of the related party transactions» -70,324,793 votes;

on the agenda item № 11.4 «Approval of the related party transactions» -70,324,793 votes;

on the agenda item № 11.5 «Approval of the related party transactions» -70,324,793 votes.

Quorum is present to adopt the decisions on all the agenda items of the annualgeneral shareholders meeting of OJSC "Magnit".

Agenda:

1. "Ratification of the annual report, the annual accounting statements,

including profit and loss statement (profit and loss account) of OJSC

"Magnit".

2. "Profit and loss distribution of OJSC "Magnit" according to 2012 financial

year results".

3. "Election of the board of directors of OJSC "Magnit".

4. "Election of the audit commission of OJSC "Magnit".

5. "Approval of the auditor of OJSC "Magnit".

6. "Approval of the auditor of OJSC "Magnit" under international financial

reporting standards".

7. "Election of the counting commission".

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

9. "Ratification of the Rules and regulations for the general shareholders

meeting of OJSC "Magnit" in the new edition".

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

11. "Approval of the related party transactions".

Voting results:

On the 1stagenda item"Ratification of the annual report, the annual accountingstatements, including profit and loss statement (profit and loss account) ofOJSC "Magnit":

«for» - 72,028,168 votes, which amounts to 99.4411% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;

«against» - 29,188 votes, which amounts to 0.0403% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;

«abstained» - 1 vote, which amounts to 0.0000% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.

Adopted decision:

"To ratify OJSC "Magnit" 2012 annual report and annual accounting statements,including profit and loss statement (profit and loss account) of OJSC "Magnit"over the year 2012".

On the 2ndagenda item "Profit and loss distribution of OJSC "Magnit" accordingto 2012financial year results":

«for» - 72,057,002 votes, which amounts to 99.4809% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;

«against» - 0 votes, which amounts to 0.0000% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;

«abstained» - 94 votes, which amounts to 0.0001% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.

Adopted decision:

"To approve distribution of OJSC "Magnit" profit according to 2012 financialyear results as follows:

1) To pay dividends on ordinary registered shares of OJSC "Magnit" in theamount of 5,202,765,752.10 (five billion two hundred and two million sevenhundred and sixty five thousand seven hundred and fifty two rubles ten kopeks)which amounts to 55.02 rubles (fifty five rubles two kopeks) per one ordinaryshare;

To pay dividends as follows:

a. To pay dividends according to 2012 financial year results in the amount of

55.02 rubles per share.

b. The dividends shall be paid according to the list of shareholders entitled

to receive dividends of OJSC "Magnit". In order to make the list of

shareholders entitled to receive dividends, the nominee shareholder

provides information on shareholders on behalf of which they hold shares.

c. To determine the dividend payment period - within sixty days from the date

of the decision to pay dividends made by the general shareholders meeting.

d. Payment of dividends shall be executed by money resources with the

involvement of the Registrar of the Company - Open joint-stock company "Obiedinennaya registratsionnaya kompaniya" (Taxpayer Id. Number 7705108630, Principal State Registration Number 1027700036540) (hereafter - the Registrar) as the entity rendering services in dividend payment".

e. To secure the receipt of dividends the shareholders of OJSC "Magnit" are

required to update personal details and other information relevant for the

dividend payment in the register of shareholders of OJSC "Magnit" or in the

relevant depositary.

f. If the transferred dividends are returned to OJSC "Magnit" in the exercise

of dividend payment by means of transfer to the bank account:

* due to incorrect (including irrelevant) information contained in the

register of shareholders of OJSC "Magnit", - subsequent dividend payment

shall be executed upon the shareholder's submission of the updated personal

information and other information relevant for the dividend payment to the

Registrar and after the corresponding changes are made to the register of

shareholders of OJSC "Magnit" and to the list of shareholders entitled to

receive dividends of OJSC "Magnit" (if applicable);

* due to incorrect (including irrelevant) information contained in the

information submitted by the corresponding nominee shareholder to the

Registrar to pay the dividends - subsequent dividend payment shall be

executed upon the submission by the corresponding nominee shareholder of

the updated personal information and other information relevant for the

dividend payment to the Registrar and after the corresponding changes are

made to the register of shareholders of OJSC "Magnit" and to the list of

shareholders entitled to receive dividends of OJSC "Magnit" (if

applicable).

* If the transferred dividends are returned to OJSC "Magnit" in the exercise

of dividend payment by means of postal order:

* + due to incorrect (including irrelevant) information contained in the register of shareholders of OJSC "Magnit", - subsequent dividend payment shall be executed by means of transfer to the bank account of the shareholder upon the shareholder's submission of their bank details, updated personal information and other information relevant for dividend payment and after the corresponding changes are made to the register of shareholders of OJSC "Magnit" and to the list of shareholders entitled to receive dividends of OJSC "Magnit" (if applicable); + due to incorrect (including irrelevant) information contained in the information submitted by the corresponding nominee shareholder to the Registrar to pay the dividends - dividend payment shall be executed by means of transfer to the bank account of the shareholder upon the submission by the corresponding nominee shareholder of the shareholder's bank details, the updated personal information and other information relevant for the dividend payment to the Registrar and after the corresponding changes are made to the register of shareholders of OJSC "Magnit" and to the list of shareholders entitled to receive dividends of OJSC "Magnit" (if applicable). + OJSC "Magnit" shall cover the costs of the dividend transfer by all means. + The list of shareholders entitled to receive dividends shall be made as of the date of the list of shareholders entitled to participate in the annual general shareholders meeting of OJSC "Magnit", i.e. April 5, 2013. + 2) To pay the following remuneration to the member of the Board of Directors: o remuneration for participation in the Board in the amount determined by the Regulations on the Board of directors of OJSC "Magnit"; o not to pay the year-end remuneration; 3) Not to pay remuneration to the members of the Audit Commission of the Company; 4) Not to pay remuneration to the members of the Management Board of the Company following the results of the year; To direct the undistributed net profit to the development of the Company". On the 3rdagenda item "Election of the board of directors of OJSC "Magnit": «for» - 494,862,613 votes, which amounts to 97.6001% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 105,049 votes, which amounts to 0.0207% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 777,399 votes, which amounts to 0.1533% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Votes cast «for» the election of the corresponding candidate is as follows: Andrey Arutyunyan - 48,758,682 votes; Valeriy Butenko - 48,737,406 votes; Sergey Galitskiy - 52,466,436 votes; Alexander Zayonts - 160,042,760 votes; Alexey Makhnev - 58,646,463 votes; Khachatur Pombukhchan - 61,375,093 votes; Aslan Shkhachemukov - 48,737,412 votes. Adopted decision: "To elect the following candidates to the board of directors of OJSC "Magnit": Andrey Arutyunyan; Valeriy Butenko; Alexander Zayonts; Sergey Galitskiy; Alexey Makhnev; Khachatur Pombukhchan; Aslan Shkhachemukov". On the 4thagenda item "Election of the auditcommission of OJSC "Magnit" : Roman Efimenko: «for» - 32,337,318 votes, which amounts to 90.8737% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 132,616 votes, which amounts to 0.3727% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 2,295,776 votes, which amounts to 6.4515% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Angela Udovichenko: «for» - 32,435,342 votes, which amounts to 91.1492% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 132,616 votes, which amounts to 0.3727% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 2,264,386 votes, which amounts to 6.3633% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Denis Fedotov: «for» - 32,337,313 votes, which amounts to 90.8737% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 132,616 votes, which amounts to 0.3727% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 2,295,776 votes, which amounts to 6.4515% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Adopted decision: "To elect the following candidates to the audit commission of OJSC "Magnit": Roman Efimenko; Angela Udovichenko; Denis Fedotov". On the 5thagenda item "Approval of the auditor of OJSC "Magnit" «for» - 71,814,645 votes, which amounts to 99.1463% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 28,915 votes, which amounts to 0.0399% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 215,648 votes, which amounts to 0.2977% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Adopted decision: "To approve the Limited liability company Audit firm "Faber Lex" (Taxpayer Id. Number 2308052975), legal address: 144/2 Krasnykh Partizan street, Krasnodar, Krasnodar region, the Russian Federation, as the auditor of open joint-stock company "Magnit" in accordance with the Russian accounting standards". On the 6thagenda item "Approval of the auditor of OJSC "Magnit" under international financial reporting standards": «for» - 71,448,271 votes, which amounts to 98.6405% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 28,915 votes, which amounts to 0.0399% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 215,648 votes, which amounts to 0.2977% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Adopted decision: "To approve Ernst&Young Limited Liability Company, legal address: bld.1, 77 Sadovnicheskaya embankment, Moscow, the Russian Federation, as the auditor of open joint-stock company "Magnit" in accordance with the IFRS". On the 7thagenda item "Election of the counting commission": «for» - 70,453,569 votes, which amounts to 97.2672% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 1,563,641 votes, which amounts to 2.1587% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Adopted decision: "To authorize open joint-stock company "Obiedinennaya registratsionnaya kompaniya" (Taxpayer Id. Number 7705108630, Principal State Registration Number 1027700036540), acting on the basis of the license of the professional participant of the securities market in maintenance of register (license number: 10-000-1-00314 issued by the FFMS of Russia on March 30, 2004, period of validity: without restriction on the period of validity), which maintains the register of shareholders of registered shares of OJSC "Magnit", to act as the Counting Commission". On the 8thagenda item "Ratification of the Charter of OJSC "Magnit" in the new edition": «for» - 72,062,183 votes, which amounts to 99.4880% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item; «abstained» - 114 votes, which amounts to 0.0002% of the total votes of the shareholders participated in the general meeting and entitled to vote on this item. Adopted decision: "To ratify the Charter of OJSC "Magnit" in the new edition". On the 9thagenda item "Approval of the major related party transactions": «for» - 72,062,006 votes, which amounts to 99.4878% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 114 votes, which amounts to 0.0002% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To ratify the Rules and regulations for the general shareholder meeting of OJSC "Magnit" in the new edition". On the 10thagenda item "Approval of the major related party transaction": «for» - 69,752,041 votes, which amounts to 75.4458% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 201,346 votes, which amounts to 0.2178% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the loan agreement (several associated loan agreements) which the Company plans to execute in future with JSC "Tander" and which is the related party transaction with the following essentials: 1. parties of the transaction (transactions): the Lender - OJSC "Magnit", the Borrower - JSC "Tander"; 2. subject of the transaction (transactions): loan of funds; 3. maximum price (amount) of the transaction (transactions): up to 34,000,000,000 (thirty four billion) rubles; 4. loan interest rate: shall not exceed 12% (twelve percent) per annum; 5. deadline to fulfill the obligations under the transaction (transactions): up to 3 (three) 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 Company's property that may be directly or indirectly disposed by the Company under the loan agreement (agreements) may amount to 25 (twenty five) percent or more of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period, but shall not exceed 50 (fifty) percent of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period". On the 11.1 agenda item "Approval of the related party transaction": «for» - 69,752,736 votes, which amounts to 75.4466% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 201,346 votes, which amounts to 0.2178% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements which are related party transactions and which the Company (hereafter - the Guarantor) plans to execute in future as security for obligation of JSC "Tander" (beneficiary) (hereafter - the Borrower) to VTB Bank (open joint-stock company) (hereafter - the Creditor) under the agreements of revolving and non-revolving lines of credit (hereafter - the Credit agreements) with the following essentials: 1. The Creditor shall provide the Borrower with Credit under the Credit agreements for the purpose of working capital financing with the total limit not exceeding 10,000,000,000 (ten billion) rubles and the Borrower shall repay the received Credit to the Creditor according to the procedure, within the time period and under terms specified in the Credit agreements; 2. the credit is provided for the maximum 5 (five) years; 3. interest rate for the credit use including charges comprises not more than 12% (twelve percent) per annum; 4. terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements; 5. maximum price (amount) of the guarantee agreements: The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligation by the Borrower under the Credit agreements, including principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreements. The price of the property, to the possible disposal of which the transactions of guarantee are related, comprises more than 2%, but not more than 25% of the book value of the Company's assets, determined from the data of its financial statements as of the last reporting date. Hereby to authorize Galitskiy S., the Chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of guarantee agreements related to changes of Credit agreements terms (including but not limited to change of interest rates, Credit currency, term of credit)". On the 11.2 agenda item "Approval of the related party transactions": «for» - 69,752,736 votes, which amounts to 75.4466% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 201,346 votes, which amounts to 0.2178% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements which are related party transactions and which the Company (hereafter - the Guarantor) plans to execute in future as security for obligation of JSC "Tander" (beneficiary) (hereafter - the Borrower) to ROSBANK joint-stock company (open joint-stock company) (hereafter - the Creditor) under the agreements of revolving and non-revolving lines of credit (hereafter - the Credit agreements) with the following essentials: 1. The maximum amount of aggregate debt under the agreement (agreements) of revolving (non-revolving) lines of credit shall not exceed 2,000,000,000 (two billion) Russian rubles (inclusive) or the equivalent amount in US Dollars or Euro at the rate of the Bank of Russia as of the date of financing provision. 2. The Credit Facility shall be provided in the form of Individual credits within the credit line for the purpose of financing of current activities (working capital financing, capital expenditure and other). 3. The term of the agreement (agreements) of revolving (non-revolving) lines of credit shall not exceed 24 (twenty four) months from the date of signing the agreement. Each Individual Credit shall be provided for the period of not more than 12 (twelve) months (inclusive) from the Date of Provision of an Individual Credit. 4. For the use of each credit the Borrower shall pay interest to the Creditor in the amount of one-week or two-weeks or three-weeks or one-month or 2 months or 3 months or 6 months or 9 months or 12 months Mosprime interest rate / Fixed interest rate on Russian Rubles or EURIBOR / Fixed interest rate on Euro or LIBOR rate / US dollar rate; 5. The interest period for Rates on US Dollars, Euro and Russian Rubles may be equivalent to any calendar period up to 12 (twelve) months under the agreement between the parties. 6. The interest rate amount shall not exceed 12% (twelve) percent per annum. 7. The limit price (amount) of the guarantee agreement (agreements): the total amount of obligation of the Guarantor shall not exceed 2,480,000,000 (two billion four hundred and eighty million) rubles. 8. In case of failure to execute the Claim within 5 (five) bank days from the date of the acceptance of the Claim the Guarantor shall pay a penalty to the Creditor in the amount of 3 (three) per cent of the amount of the corresponding Claim. Hereby to authorize Galitskiy S., the Chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of guarantee agreements related to changes of Credit agreements terms (including but not limited to change of interest rates, Credit currency, term of credit)". On the 11.3 agenda item "Approval of the related party transactions": «for» - 69,752,439 votes, which amounts to 75.4463% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 201,346 votes, which amounts to 0.2178% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements which are related party transactions and which the Company (hereafter - the Guarantor) plans to execute in future as security for obligation of JSC "Tander" (beneficiary) (hereafter - the Borrower) to open joint-stock company "Sberbank of Russia" (hereafter - the Creditor) under the agreements of revolving and non-revolving lines of credit (hereafter - the Credit agreements) with the following essentials: 1. total credit limit for all Credit agreements, which the Borrower plans to execute in future, amounts to not more than 15,000,000,000 (fifteen billion) rubles; 2. the credit is provided for the maximum of 5 (five) years; 3. interest rate for the credit use including charges comprises not more than 12% (Twelve percent) per annum; 4. terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements; 5. obligation of the Creditor is secured in part by means of provision of the Company's guarantee; 6. total amount of obligation of OJSC "Magnit" out of the provided security on any day of the period of validity of all the Credit agreements cannot exceed 15,000,000,000 (fifteen billion) rubles. The price of the property, to the possible disposal of which the transactions of guarantee are related, comprises more than 2%, but not more than 25% of the book value of the Company's assets, determined from the data of its financial statements as of the last reporting date. Hereby to authorize Galitskiy S., the Chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of guarantee agreements related to changes of Credit agreements terms (including but not limited to change of interest rates, Credit currency, term of credit)". On the 11.4 agenda item "Approval of the related party transactions": «for» - 69,752,741 votes, which amounts to 75.4466% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 201,341 votes, which amounts to 0.2178% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements which are related party transactions and which the Company (hereafter - the Guarantor) plans to execute in future as security for obligation of JSC "Tander" (beneficiary) (hereafter - the Borrower) to open joint-stock company "ALFA BANK" (hereafter - the Creditor) under the agreements of revolving and non-revolving lines of credit (hereafter - the Credit agreements) with the following essentials: 1. The Creditor shall provide the funds ("Credits") in Russian rubles to the Borrower in the form of revolving lines of credit ("Credit line"); 2. within the Credit line the Borrower may receive Credits, under which the maximum amount of aggregate debt on any day of the period of validity of the Credit line shall not exceed 5,000,000,000 (five billion) rubles ("Indebtedness limit"); 3. period of validity of the Credit line shall not exceed 36 (thirty six) months, the Borrower shall repay all received Credits not later than on the date of expiry of period of the Credit line validity; 4. credits within the period of validity of the Credit line shall be provided for the maximum 36 (thirty six) months; 5. interest rate shall not exceed 15 (fifteen) percent per annum; 6. penalties - 0.1% (10/100 percent) of the amount of the outstanding obligation per each day of debt repayment of overdue, but not lower than the dual refinancing rate of the Central bank of the Russian Federation as of the date of penalties charging; 7. terms and procedure of granting and repayment of Credit amounts (including the amount of any remuneration) are determined by the Credit agreements; 8. maximum price (amount) of the guarantee agreements: The Guarantor is fully liable to the Creditor for non-fulfillment or improper fulfillment of obligation by the Borrower under the Credit agreements, including principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreements. The price of the property, to the possible disposal of which the transactions of guarantee are related, comprises more than 2%, but not more than 25% of the book value of the Company's assets, determined from the data of its financial statements as of the last reporting date. Hereby to authorize Galitskiy S., the Chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of guarantee agreements related to changes of Credit agreements terms (including but not limited to change of interest rates, Credit currency, term of credit)". On the 11.5 agenda item "Approval of the related party transactions": «for» - 69,620,521 votes, which amounts to 75.3036% of the total votes of the shareholders not interested in execution of the transaction by the company; «against» - 0 votes, which amounts to 0% of the total votes of the shareholders not interested in execution of the transaction by the company; «abstained» - 201,341 votes, which amounts to 0.2178% of the total votes of the shareholders not interested in execution of the transaction by the company. Adopted decision: "To approve the guarantee agreements which are related party transactions and which the Company (hereafter - the Guarantor) plans to execute in future as security for obligation of JSC "Tander" (beneficiary) (hereafter - the Borrower) to Interregional Bank for Settlements of the Telecommunications and Postal Services (open joint-stock company) (OJSC AKB "Sviaz-Bank") (hereafter - the Creditor) under the agreements of revolving and non-revolving lines of credit (hereinafter - the Credit agreements) with the following essentials: 1. The Creditor shall provide the Borrower with Credit under the Credit agreements for the purpose of carrying out the current activities with the total limit not exceeding 3,000,000,000 (three billion) rubles and the Borrower shall repay the received Credit to the Creditor according to the procedure, within the time period and under terms specified in the Credit agreements; 2. the credit is provided for the maximum 38 (thirty eight) months; 3. interest rate for the credit use including charges comprises not more than 12% (twelve percent) per annum; 4. terms, procedure of granting and repayment of the credit, interest and other payments are determined by the relevant Credit agreements; 5. obligation of the Creditor is secured in part by means of provision of the Company's guarantee; 6. total amount of obligation of OJSC "Magnit" out of the provided security on any day of the period of validity of all the Credit agreements shall not exceed 4,045,000,000 (four billion forty five million) rubles. The price of the property, to the possible disposal of which the transactions of guarantee are related, comprises more than 2%, but not more than 25% of the book value of the Company's assets, determined from the data of its financial statements as of the last reporting date. Hereby to authorize Galitskiy S., the Chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of guarantee agreements related to changes of Credit agreements terms (including but not limited to change of interest rates, Credit currency, term of credit)". The minutes are executed as of May 24, 2013. 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: Magnit is Russia's largest retailer. Founded in 1994 by Sergey Galitskiy, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2013, Magnit operates 18 distribution centers and over 7,000 stores (6,209 convenience, 153 hypermarkets, and 713 cosmetics) in more than1,600 cities and towns throughout 7 federal regions of the Russian Federation. In accordance with its audited IFRS consolidated financial statements for year-end 2012, Magnit had revenues of $14.43 billion USD and an EBITDA of $1.52 billion USD. Magnit's local shares are traded on the Moscow Stock Exchange (MICEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB. Measured by market capitalization, Magnit is now Europe's 2nd largest retailer.