Result of EGM

Press-release

Krasnodar

April 17, 2009

OJSC "Magnit" announces EGM results

Krasnodar, April 17, 2009: OJSC «Magnit» (the "Company"; RTS, MICEX and LSE: MGNT) announces the results of the extraordinary general shareholders' meeting.

Type of the general meeting (annual, extraordinary) - extraordinary general shareholders' meeting

Form of the general meeting - joint presence of shareholders to discuss the agenda items and make decisions on the voting issues with preliminary submission (delivery) of voting bulletins prior to the holding of the general shareholders' meeting 

Date and venue of the general meeting:

Date of the extraordinary general shareholders' meeting: April 9, 2009.

Venue: conference room, 3rd floor, 15/2 Solnechnaya st., Krasnodar, Russia.

Completed bulletins were sent to the postal address: 15/2 Solnechnaya st., Krasnodar, Russia, 350072.

Quorum of the general meeting:

Number of votes of participants included in the list of persons entitled to participate in the general meeting and having no interest in the transactions made by the company:

Item № 1: «Approval of a related party transaction (several inter-related transactions)» - 80 114 799 votes;

Item № 1.: «Approval of a related-party transaction» -80 114 799 votes;

Number of votes of shareholders participated in the general meeting and entitled to vote on the agenda items with specification whether there was a quorum for each item:

Item № 1: «Approval of a related party transaction (several inter-related transactions)» - 62 449 740 votes, quorum is present,

Item № 2: «Approval of a related-party transaction» - 62 449 740 votes, quorum is present,

Quorum is present to make the decisions on all the agenda items of the extraordinary general shareholders' meeting of OJSC «Magnit».

Voting issues and voting results.

Item № 1: «Approval of a related party transaction (several inter-related transactions)».

Votes cast is as follows:

«for» - 58 556 840 votes which amounts to 73,0912 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«against» - 1 614 votes which amounts to 0,002 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue; 

«abstained» - 441 065 votes which amounts to 0,5505 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

Issue № 2: «Approval of a related-party transaction».

Votes cast is as follows:

«for» - 58 557 261 votes which amounts to 73,0917 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«against» - 1 594 votes which amounts to 0,002 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«abstained» - 441 065 votes which amounts to 0,5505 % of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

Decisions made by the general meeting.

Decision on the item № 1:

«To approve the conclusion of contracts of guarantee (as several inter-related transactions) planned by the Company to be exercised in future to secure the fulfillment of obligations of CJSC "Tander" (hereinafter referred to as the Obligor) to OJSC "Alfa-Bank" (hereinafter referred to as the Creditor) under the Credit agreements in Russian rubles, which are related party transactions according to the following terms and conditions of agreements which are made or planned to be made in future by the Obligor:

1) contract of guarantee which is planned to be exercised by the Company in future to secure the fulfillment of obligations of the Obligor with reference to the Agreement № 2083288 on crediting in Russian rubles made between the Obligor and the Creditor on January 23, 2009 proceeding from the following terms and conditions:

Under the Agreement CJSC "Tander" is entitled to receive credits of the total non-recurrent liabilities on any day of the Agreement's validity not exceeding 1 500 000 000 (One billion five hundred million) rubles (limit of liabilities);

The Agreement is valid through 01.12.2010 (inclusive);

Interest rate: not more than 25 (twenty five) per cent per annum;

penalties: 0,2 % per day of the amount of the outstanding liability per each day of delay in repayment of indebtedness, but not less than the double refinancing rate of the Central Bank of Russian Federation on the date of penalty charging;

Price (amount) limit of the transaction: the Guarantor is jointly responsible in full to the Creditor in case of non-performance or improper performance of the obligations by the Obligor under the Agreement № 2083288 of crediting in Russian rubles including principal debt, interest on it, penalties and losses caused to the Creditor by non-performance or improper performance of the Agreement.

2) contract of guarantee which is planned to be exercised by the Company to secure the fulfillment of obligations of the Obligor under the Credit agreement in Russian rubles planned to be made or are made between the Obligor and the Creditor (at the moment of transaction approval by the General shareholders' meeting) proceeding from the following terms and conditions:

Under the Agreements CJSC "Tander" is entitled to receive credits of the total non-recurrent liabilities on any day of the Agreement's validity not exceeding 500 000 000 (five hundred million) rubles (limit of liabilities);

The agreement is valid through 01.12.2010 (inclusive);

Interest rate: not more than 25 (twenty five) per cent per annum;

penalties: 0,2 % per day of the amount of the outstanding liability per each day of delay in repayment of indebtedness, but not less than the double refinancing rate of the Central Bank of Russian Federation on the date of penalty charging;

Price (amount) limit of the transaction: the Guarantor is jointly responsible in full to the Creditor in case of non-performance or improper performance of the obligations by the Obligor under the Agreement № 2083288 of crediting in Russian rubles including principal debt, interest on it, penalties and losses caused to the Creditor by non-performance or improper performance of the Agreement.

This is to authorize S. Galitskiy, chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of terms and conditions of transactions in connection with amendments of terms and conditions of credit agreements made between the Creditor and the Debtor (including but not limited to amendments of interest rates, currency of the Credit, amendment of the date of the credit arrangement), which are secured in the form of guarantee».

Decision on the item № 2:

«To approve the related party contract of guarantee which is planned to be exercised by the Company in future with the following terms and conditions:

- Parties of transaction: Creditor - VTB Bank (open joint-stock company), Guarantor - OJSC «Magnit»;

- beneficiary: CJSC "Tander" (hereinafter - the Borrower);

- subject of transaction: provision of the guarantee according to which the Guarantor shall be responsible to the Lender for exercise by the Borrower of obligations in full accepted by the Borrower under the Credit agreement which is planned to be exercised by the Borrow in future under the following conditions:

- subject of the contract: the Lender shall provide the Borrower with the Loan for working capital financing for up to 3 (three) years with the total limit not exceeding 500 000 000 (five hundred million) rubles, and the Borrower shall repay the Loan to the Lender under the terms and conditions of the Contract;

- interest rate for the credit use shall not exceed 25% (twenty five per cent) per annum;

- conditions, arrangement and repayment of the loan shall be determined by the agreement».

This is to authorize S. Galitskiy, chief executive officer of OJSC "Magnit", to sign additional agreements on amendments of terms and conditions of the transaction in connection with amendments of terms and conditions of the Credit agreement to be exercised in future between the Creditor and the Borrowerr (including but not limited to amendments of interest rates, amendment of the date of the credit arrangement)».

Date of the minutes of the general meeting - April 17, 2009

Oleg Goncharov

Director, Investor Relations

e-mail: [email protected] 

tel. in Krasnodar +7 (861) 277-45-54, 210-98-10 ext. 5100

Mob.: +7 (903) 411-40 -35

Direct line for investors only: +7 (861) 277-45-62

Dina Chistyak

Manager, 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