Result of EGM

Press-release

Krasnodar

November 21, 2008

OJSC "Magnit" announces EGM results

Krasnodar, November 21, 2008: 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' meetin

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 conduction of the general shareholders' meeting

Date and venue of the general meeting:

Date of the extraordinary general shareholders' meeting: November 05, 2008.

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 related-party transactions:

Issue № 1: «Approval of a major related-party transaction» - 78,020,992 votes

Issue № 2.1: «Approval of related-party transactions» - 78,020,992 votes

Issue № 2.2: «Approval of related-party transactions» - 78,020,992 votes

Number of votes of participants included in the list of persons entitled to participate in the general meeting:

Issue № 3: «Ratification of the OJSC "Magnit" Charter in the new edition" - 83,245,660 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 major related-party transaction» - 66,836,110 votes, quorum is present

Item № 2.1: «Approval of related-party transactions» - 66,836,110 votes, quorum is present

Item № 2.2: «Approval of related-party transactions» - 66,836,110 votes, quorum is present

Item № 3: «Ratification of the OJSC "Magnit" Charter in the new edition" - 72,060,778 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.

Issue № 1: «Approval of a major related-party transaction».

Votes cast is as follows:

«for» - 62,639,813 votes which amounts to 80.29% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«against» - none; 

«abstained» - none

Issue № 2.1: «Approval of related-party transactions».

Votes cast is as follows:

«for» - 62,639,813 votes which amounts to 80.29% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«against» - none; 

«abstained» - none

Issue № 2.2: «Approval of related-party transactions».

Votes cast is as follows:

«for» - 62,639,813 votes which amounts to 80.29% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«against» - none; 

«abstained» - none

Issue № 3: «Ratification of the OJSC "Magnit" Charter in the new edition».

Votes cast is as follows:

«for» - 67,695,444 votes which amounts to 93.94% of the total votes of the shareholders participated in the general meeting and entitled to vote on this issue;

«against» - none; 

«abstained» - none

Decisions made by the general meeting.

Decision on the issue № 1:

«According to the Clauses 78, 79, 81 and 83 of the Federal Law № 208-FL «On the joint-stock companies» as of December 26, 1995 - to approve the major party-related transaction (hereafter - the Transaction), which is executed by the Company under the facility agreement (hereafter - "the Facility agreement") entered into between CJSC "Tander" acting as a borrower (hereafter - "the Borrower"), the Company acting as guarantor, BNP Paribas, Commerzbank (Eurasija) SAO, ING Bank N.V., Royal Bank of Scotland CJSC and Banque Societe Generale Vostok and/or its affiliates, acting as mandated lead arrangers and/or creditors (hereafter - "Mandated Lead Arrangers"), and one of the Mandated Lead Arrangers acting as a credit facility agent (hereafter - "the Agent").

Transaction of the Company's provision of secure guarantee is executed under the following terms and conditions:

Parties of the transaction: the Company acting as the guarantor, BNP Paribas, Commerzbank (Eurasija) SAO, ING Bank N.V., Royal Bank of Scotland CJSC and Banque Societe Generale Vostok and/or its affiliates acting as creditors.

Beneficiary: CJSC "Tander" acting as the borrower within the Facility Agreement.

Subject of the transaction: The Company provides the Guarantee, under which the Company, jointly with the Borrower and in full (including interest payment, penalties as well as other expenses and losses and other payments), shall be liable for the Borrower's execution of obligations defined in the following agreements, contracts and documents (hereafter collectively referred to as "Facility documentation"):

(a) Facility Agreement with the following essentials:

1. Parties of the transaction: CJSC «Tander» acting as the borrower, the Company acting as the guarantor, BNP Paribas, Commerzbank (Eurasija) SAO, ING Bank N.V., Royal Bank of Scotland CJSC and Banque Societe Generale Vostok and/or its affiliates, acting as Mandated Lead Arrangers and/or creditors, one of the Mandated Lead Arrangers acting as a credit facility agent.

2. Credit shall amount to 250,000,000 (two hundred and fifty million) US dollars;

3. Credit liability term - 3 years from the Facility Agreement signed date;

4. Interest rate - Margin (which amounts to not more than 4% (four percent annually)) + LIBOR rate (meaning (а) applicable screen rate (US dollar interest rate fixed by British Bankers' Association for the corresponding period and released on the corresponding "Reuters" screen, or otherwise fixed upon the mutual agreement of the Transaction parties) or (b) (in the absence of the currency screen rate and corresponding interest term for such credit) arithmetic mean value of rates (rounding off to a higher figure accurate to four decimal digits) reported to the Agent upon his request and fixed by the reference banks for the leading banks of the London Inter-Bank Market) + Mandatory costs which may be incurred by the creditors (calculated as the average weighted figure of additional costs (which may be caused by the creditor within his meeting the requirements of European Central Bank or by the financial authority of state-jurisdiction of such creditor) for each creditor regarding his participatory interest in the Facility Agreement, and expressed in the per cent per annum). 

5. Penalties paid by the Borrower in case of delay in payment of the arrears and added to the overdue amount shall amount to not more than 2 per cent per annum in excess of the credit interest rate;

6. Arrangement fee shall amount to not more than 3% (three per cent) of the credit amount;

7. The amount of commitment fee under the credit provision added to the commitment undrawn by the Borrower from the Facility Agreement signed date until the expiry of the credit facility term shall amount to 40% (forty per cent) of the applicable Margin;

8. Other commission fees, payments and compensations provided by the facility documentation.

9. Governing law: English law.

(b) Facility Agreement-related engagement letters and/or supplement agreements on the payment of arrangement, commitment and agent fees.

(c) Other agreements and documents signed under, in connection or in accordance with the agreements and contracts herein».

Decision on the issue № 2.1:

«Approve the related-party transaction whereby the Guarantee Agreement for CJSC "Tander" is provided under the leasing agreement with the following essentials:

parties of the transaction: creditor - LLC "BSGV Leasing", guarantor - OJSC "Magnit";

beneficiary: CJSC "Tander" (hereafter - The Lessee);

subject of the transaction: provision of security in the form of guarantee under which the Guarantor undertakes responsibility to the Creditor jointly with the Lessee in the amount equal to the amount of the Lessee's obligations according to the Leasing Agreement executed between the Creditor and the Lessee (hereafter - the Leasing Agreement), including leasing payments, fees, penalties to the outstanding amount, reimbursement of the Creditor's costs and expenses related to the execution of the Leasing Agreement, should the Lessee fail to exercise any obligations set to it in the Leasing Agreement. Subject of leasing - 13 MAN trucks TGA 18.350 4X2 BLS and 13 solid-metal tri-axle semitrailers-refrigerators Schmitz SKO 24/L - 13.4 FP 60 Cool;

price of transaction: the amount of obligations of the Lessee under the Leasing Agreement which implies the following:

Leasing payments consisting of:

Purchase price of the subject of leasing calculated as follows:

Price of the Man truck TGA 18.350 4X2 BLS- 70,100 euro each incl. VAT,

Price of solid-metal tri-axle semitrailer-refrigerator Schmitz SKO 24/L - 13.4 FP 60 Cool - 70,734.10 euro each incl. VAT,

Number of MAN trucks TGA 18.350 4X2 BLS - 13 trucks;

Number of solid-metal tri-axle semitrailers-refrigerators Schmitz SKO 24/L - 13.4 FP 60 Cool - 13 semitrailers-refrigerators,

Monthly income of the Creditor - margin calculated with the following formula (incl. VAT):

∑ of the principal loan *(monthly rate of MosPrime Rate +2.8%)/12*1.18;

Reimbursement of the Creditor's expenses related to the property tax payment at the rate set by law;

- fee in the amount of 4,943.28 Euro incl. VAT (18%);

- penalty in the amount of 0.1% interest rate charged from the outstanding amount per day according to the Leasing Agreement;

- penalty in the amount of 4,000 rubles for leasing payment delay for more than 20 (twenty) calendar days, penalty in the amount of 4,000 rubles for leasing payment delay for more than 30 (thirty) calendar days;

- reimbursement of costs and expenses of the Creditor in connection with the exercise and provision of the Leasing Agreement subject to terms and conditions of the Leasing Agreement.

At that the responsibility of the Guarantor may be extended (but not more than by 20% of the total amount of the outstanding leasing amount to be paid by the Lessee according to the Leasing Agreement specified herein and calculated at the moment of failure to exercise or undue exercise of the Obligations) in the result of the re-calculation of the Creditor's expenses under the Leasing Agreement on the following basis:

- payment by the Creditor of the insurance premiums within the insurance of the subject of leasing;

- changes in the tax law concerning the property tax payment as well introduction of taxes, duties and other obligatory payments to be made by the owner of the subject of leasing under the law;

- provision of additional services to the Lessee within the Leasing Agreement upon the written request of the Lessee;

- occurrence of expenses of the Creditor in connection with the Lessee's failure to exercise obligations under the Leasing Agreement».

Decision on the issue № 2.2:

«Approve the related-party transaction whereby the Guarantee Agreement for CJSC "Tander" is provided under the leasing agreement with the following essentials:

parties of the transaction: creditor - CJSC «SG Finance», guarantor - OJSC "Magnit";

beneficiary: CJSC "Tander" (hereafter - The Lessee);

subject of the transaction: provision of security in the form of guarantee under which the Guarantor undertakes responsibility to the Creditor jointly with the Lessee in the amount equal to the amount of the Lessee's obligations according to the Leasing Agreement executed between the Creditor and the Lessee (hereafter - the Leasing Agreement), including leasing payments, fees, penalties to the outstanding amount, reimbursement of the Creditor's costs and expenses related to the execution of the Leasing Agreement, should the Lessee fail to exercise any obligations set to it in the Leasing Agreement. Subject of leasing - 13 MAN trucks TGA 18.350 4X2 BLS and 13 solid-metal tri-axle semitrailers-refrigerators Schmitz SKO 24/L - 13.4 FP 60 Cool;

price of transaction: the amount of obligations of the Lessee under the Leasing Agreement which implies the following:

- Leasing payments consisting of:

Purchase price of the subject of leasing calculated as follows:

Price of the Man truck TGA 18.350 4X2 BLS- 70,100 euro each incl. VAT,

Price of solid-metal tri-axle semitrailer-refrigerator Schmitz SKO 24/L - 13.4 FP 60 Cool - 70,734.10 euro each incl. VAT,

Number of MAN trucks TGA 18.350 4X2 BLS - 13 trucks;

Number of solid-metal tri-axle semitrailers-refrigerators Schmitz SKO 24/L - 13.4 FP 60 Cool - 13 semitrailers-refrigerators,

Monthly income of the Creditor - margin calculated with the following formula (incl. VAT):

∑ of the principal loan *(monthly rate of MosPrime Rate +2.8%)/12*1.18;

Reimbursement of the Creditor's expenses related to the property tax payment at the rate set by law;

- fee in the amount of 4,943.28 Euro incl. VAT (18%);

- penalty in the amount of 0.1% interest rate charged from the outstanding amount per day according to the Leasing Agreement;

- penalty in the amount of 4,000 rubles for leasing payment delay for more than 20 (twenty) calendar days, penalty in the amount of 4,000 rubles for leasing payment delay for more than 30 (thirty) calendar days;

- reimbursement of costs and expenses of the Creditor in connection with the exercise and provision of the Leasing Agreement subject to terms and conditions of the Leasing Agreement.

At that the responsibility of the Guarantor may be extended (but not more than by 20% of the total amount of the outstanding leasing amount to be paid by the Lessee according to the Leasing Agreement specified herein and calculated at the moment of failure to exercise or undue exercise of the Obligations) in the result of the re-calculation of the Creditor's expenses under the Leasing Agreement on the following basis:

- payment by the Creditor of the insurance premiums within the insurance of the subject of leasing;

- changes in the tax law concerning the property tax payment as well introduction of taxes, duties and other obligatory payments to be made by the owner of the subject of leasing under the law;

- provision of additional services to the Lessee within the Leasing Agreement upon the written request of the Lessee;

- occurrence of expenses of the Creditor in connection with the Lessee's failure to exercise obligations under the Leasing Agreement.»

Decision on the issue № 3:

«To ratify the OJSC "Magnit" Charter in the new edition»

Date of execution of the minutes of the general meeting - November 20, 2008

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