Krasnodar, October 30, 2014: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, “Issuer”; MICEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on October 29, 2014.

Please be informed that on October 29, 2014 the BOD meeting was held (minutes of the BOD meeting of PJSC “Magnit” are w/o No. of October 29, 2014).

The meeting agenda:

Approval of recommendations to the general shareholders meeting of the Company on the dividend amount on PJSC “Magnit” shares following the 9 months of 2014 financial year results, the procedure of its payment and the date as of which the shareholders entitled to receive dividends are determined.
Calling of the extraordinary general shareholders meeting (“the EGM”) of PJSC “Magnit”.
Determination of the form of holding of the EGM of PJSC “Magnit”.
Determination of the last date the voting ballots shall be accepted and the postal address to send the filled voting ballots.
Determination of the date of making the list of shareholders entitled to participate in the EGM of PJSC “Magnit”.
Determination of the agenda of the EGM of PJSC “Magnit”.
Determination of the procedure of notification of shareholders of the holding of the EGM of PJSC “Magnit”.
Determination of the list of information (materials) provided to shareholders to prepare to the holding of the EGM of PJSC “Magnit”, and the procedure of its provision.
Determination of the form and the text of the voting ballots on the items to be considered at the EGM of PJSC “Magnit”.
Determination of the recommended price for major related party transactions to be approved by the EGM of PJSC “Magnit”.

The following BOD members were present: A. Arutyunyan, S. Galitskiy, K. Pombukhchan and

A. Shkhachemukov

A. Zayonts, A. Makhnev and A. Pshenichniy and provided their written opinions on the items of the agenda of the BOD meeting of PJSC “Magnit”.

The number of the BOD members participated in the meeting, including written opinions of A. Zayonts, A. Makhnev and A. Pshenichniy and amounts to not less than half of the number 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 on the agenda:

“To approve recommendations to the general shareholders meeting of the Company on the dividend amount on PJSC ‘Magnit’ shares following the 9 months of 2014 financial year results, the procedure of its payment, and the date as of which the shareholders entitled to receive dividends are determined”.

According to the recommendations of the PJSC “Magnit” Board of directors, it was recommended to the EGM of PJSC “Magnit” to make the following decision on dividends payment following the results of the 9 months of 2014 financial year:

To pay dividends on PJSC “Magnit” ordinary registered shares following the results of the 9 months of 2014 financial year in the amount of 14,379,945,254.85 rubles (Fourteen billion three hundred and seventy nine million nine hundred and forty five thousand two hundred and fifty four rubles eighty five kopecks), which amounts to 152.07 rubles (One hundred and fifty two rubles seven kopecks) per share;
Payment of dividends shall be executed in monetary funds;
To determine the following date as of which the shareholders entitled to receive dividends are determined: December 30, 2014;
Payment of dividends shall be executed pursuant to the procedure and within the time limit established by the legislation of the Russian Federation.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 2 on the agenda:

“To call the EGM of PJSC “Magnit”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 3 on the agenda:

“To hold the EGM in the form of absentee voting”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 4 on the agenda:

“To determine:

the last date the voting ballots shall be accepted — December 18, 2014;
the postal address to send the filled voting ballots: 15/5 Solnechnaya street, Krasnodar, 350072, Russia”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 5 on the agenda:

“To determine the date of making the list of shareholders entitled to participate in the EGM of PJSC ‘Magnit’ — November 10, 2014. To authorize the registrar of PJSC ‘Magnit’ — OJSC ‘Objedinennaya registratsionnaya kompaniya’ — to make the list of shareholders entitled to participate in the EGM of PJSC ‘Magnit’ according to the register as of this date”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 6 on the agenda:

“To ratify the following agenda of the AGM of PJSC “Magnit”:

“Payment of dividends on PJSC ‘Magnit’ shares following the 9 months of 2014 financial year results”.
“Approval of the major related party transactions”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 7 on the agenda

“To approve the text of the announcement of the EGM and, according to the article 13.10 of the PJSC ‘Magnit’ Charter, to post this announcement on the Company’s official website http://www.magnit-info.ru in the ‘Internet’ information and telecommunications networks (in the section ‘Shareholders meeting’ (http://www.magnit-info.ru/investors/stockholders/) в prior to November 17, 2014 inclusive”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 8 on the agenda

“To approve the following list of information materials to be presented to the shareholders within the period of preparation for the EGM:

recommendations of the Board of Directors of the Company on the dividend amount on PJSC ‘Magnit’ shares following the 9 months of 2014 financial year results, the procedure of its payment, and the date as of which the shareholders entitled to receive dividends are determined;
information on transactions to be approved by the EGM;
draft decisions of the EGM on the agenda items.

To authorize the sole executive body to provide access to the above mentioned information materials starting from November 27, 2014 on business days from 10:00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) in PJSC ‘Magnit’ headquarters at the following address: 15/5 Solnechnaya street, Krasnodar, Russia, tel. (861) 210-98-10×14992”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 9 on the agenda:

“To approve the form and the text of the voting ballots on agenda items which shall be considered at the EGM”.

Votes were cast as follows:

A. Arutyunyan — “for”, S. Galitskiy — “for”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 10.1 on the agenda:

“Due to the fact that the loan agreement (several related loan agreements), which the Company plans to execute in future with the Joint-stock company ‘Tander’, is the major related party transaction, the price of the property, to the possible disposal of which the granting of the loan is related, is to be determined by the Company’s Board of Directors.

According to articles 77 and 83 of the Federal law as of December 26, 1995 № 208-FZ ‘On joint-stock companies’ to decide that the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the loan agreement (several related loan agreements), shall be determined on the basis of the following terms and conditions of the agreement (agreements), which the Company plans to execute in future:

parties of the transaction (transactions): the lender — PJSC ‘Magnit’, the borrower — JSC ‘Tander’;
subject of the transaction (transactions): loan of funds;
maximum price (amount) of the transaction (transactions): up to 43,000,000,000 (Forty three billion) rubles;
loan interest rate: not more than 14% (Fourteen percent) per annum;
time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years from the time of its conclusion (the time of repayment of the loan amount and interest).

To decide that the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the loan agreement (agreements), can amount to 25 and more percent of the book value of the Company’s assets, determined from the data of its financial statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined from the data of its financial statements as of the last reporting date”.

Votes were cast as follows:

A. Arutyunyan — “did not participate in voting”, S. Galitskiy — “did not participate in voting”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

Item 10.2 on the agenda:

“Due to the fact that the three related guarantee agreements, which the Company plans to execute in future as security for obligations of Joint-stock company “Tander” (beneficiary) (hereafter — the Borrower) to Open joint-stock company “ALFA-BANK” (hereafter — the Creditor) under the credit agreements on opening of the revolving credit line in Russian rubles, taken together are a major related party transaction, the price of the property, to the possible disposal of which the granting of the guarantees is related, is to be determined by the Company’s Board of directors.

According to articles 77 and 83 of the Federal law as of December 26, 1995 № 208-FZ “On joint- stock companies” to decide that the amount of obligations of the Company and, subsequently, the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, shall be determined on the basis of the following essentials of the corresponding credit agreements:

The Credit agreement № 013P3L on opening of the revolving credit line in Russian rubles of 29.04.2014 (hereafter — the Credit agreement-1):

the guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement-1 with the following essentials:

the Creditor shall provide the Borrower with monetary funds in Russian rubles (hereafter — “the Credits”) in the form of the revolving credit line (hereafter — “the Credit line”), and the Borrower shall repay the Credits and pay the interest for the Credits use, and make other payments under the Credit agreement-1 for the benefit of the Creditor pursuant to the procedure and within the time limit established by the Credit agreement-1;
within the Credit line the Borrower shall be entitled 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 9,500,000,000 (Nine billion five hundred million) rubles (“the Credit limit”);
the term of the Credit line is set from 29.04.2014 to 24.04.2017. After the expiration of the term of the Credit line the Credits shall not be provided to the Borrower;
the Credits shall be provided under the concluded additional agreements to the Credit agreement-1. The Credit currency shall be Russian rubles. The Borrower shall repay all received Credits no later than the date of expiration of the term of the Credit line (inclusive);
the Credits within the term of the Credit line shall be provided for not more than 36 (Thirty six) months;
the Borrower shall pay to the Creditor the interest for the use of each Credit at the rate established by the corresponding additional agreement but not exceeding 15 (Fifteen) percent per annum;
the terms and procedure of granting and repayment of the Credit amounts (including the amount of any type of remuneration paid by the Borrower to the Creditor) shall be determined by the Credit agreement- 1;
the Credit agreement-1 shall remain in force until the parties fully fulfill their obligations under the Credit agreement-1;
The Borrower shall incur the following liability under the Credit agreement-1:

in case of the late repayment of the Credits the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.10 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate effective on the day for which the penalty is charged;
in case of the late payment of interest the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.10 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate effective on the day for which the penalty is charged;
in case of breach by the Borrower of obligations for maintenance of the credit turnover under the terms and conditions of the Credit agreement-1, the Creditor shall be entitled to demand from the Borrower to pay a penalty in the amount of 0.20 % of the amount of outstanding obligations for maintenance of the credit turnover, determined by the Creditor as the difference between the amount of the credit turnover for the corresponding accounting period and the actual amount of the credit turnover for the same accounting period;
if the Borrower is not entitled for the advanced repayment of the Credit (Credits) upon the advanced repayment of the Credit (in full or in part) at the initiative of the Borrower, the Creditor shall be entitled to demand from the Borrower to pay a penalty the amount of which shall be calculated on the basis of the interest rate, applicable to the corresponding Credit as of the date of the advanced repayment at the initiative of the Borrower, accrued on the amount of the Credit repaid, for the period from the date of the advanced repayment to the date, specified in the corresponding agreement, on which the Credit shall have been repaid, and/or to the date, on which the Borrower shall be entitled for the advanced repayment of the Credit, including this date;

in case if nonfulfillment by the Guarantor of any of the secured obligations within 5 (Five) business days from the moment of receiving the demand from the Creditor to the Guarantor, the Creditor shall be entitled to charge the Guarantor a penalty in the amount of 0.20 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate of the Bank of Russia effective on the day for which the penalty is charged;
maximum price (amount) of the guarantee agreement: The Guarantor shall be fully liable to the Creditor for the non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreement-1, including the principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreement;

the guarantee agreement shall secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement-1, fixed by the valid judgment, on repayment of monetary funds received by the Borrower for the benefit of the Creditor, and on payment of interest for the use of another’s monetary funds charged on the amount of unreasonable gains of the Borrower.

The Credit agreement on opening of the revolving credit line in Russian rubles which the Borrower plans to execute after 29.10.2014 (hereafter — the Credit agreement-2):

the guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement-2 with the following essentials:

the Creditor shall provide the Borrower with monetary funds in Russian rubles (hereafter — “the Credits”) in the form of the revolving credit line (hereafter — “the Credit line”);
within the Credit line the Borrower shall be entitled 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 4,000,000,000 (Four billion) rubles (“the Credit limit”);
the term of the Credit line shall not exceed 51 (Fifty one) months, the Borrower shall repay all received Credits no later than the date of expiration of the term of the corresponding Credit line;
the Credits within the term of the Credit line shall be provided for not more than 36 (Thirty six) months;
the interest rate: not more than 15 (Fifteen) percent per annum;
the terms and procedure of granting and repayment of the Credit amounts (including the amount of any type of remuneration paid by the Borrower to the Creditor) shall be determined by the Credit agreement- 2;
the Credit agreement-2 shall become effective from the date on which it is signed and shall remain in force until the parties fully fulfill their obligations under the Credit agreement-2;
The Borrower shall incur the following liability under the Credit agreement-2:

in case of the late repayment of the Credits the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.20 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate effective on the day for which the penalty is charged;
in case of the late payment of interest the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.20 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate effective on the day for which the penalty is charged;
in case of breach by the Borrower of obligations for maintenance of the credit turnover under the terms and conditions of the Credit agreement-2, the Creditor shall be entitled to demand from the Borrower to pay a penalty in the amount of 0.30 % of the amount of outstanding obligations for maintenance of the credit turnover, determined by the Creditor as the difference between the amount of the credit turnover for the corresponding accounting period and the actual amount of the credit turnover for the same accounting period;
if the Borrower is not entitled for the advanced repayment of the Credit (Credits) upon the advanced repayment of the Credit (in full or in part) at the initiative of the Borrower, the Creditor shall be entitled to demand from the Borrower to pay a penalty the amount of which shall be calculated on the basis of the interest rate, applicable to the corresponding Credit as of the date of the advanced repayment at the initiative of the Borrower, accrued on the amount of the Credit repaid, for the period from the date of the advanced repayment to the date, specified in the corresponding agreement, on which the Credit shall have been repaid, and/or to the date, on which the Borrower shall be entitled for the advanced repayment of the Credit, including this date;

in case if nonfulfillment by the Guarantor of any of the secured obligations within 5 (Five) business days from the moment of receiving the demand from the Creditor to the Guarantor, the Creditor shall be entitled to charge the Guarantor a penalty in the amount of 0.30 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate of the Bank of Russia effective on the day for which the penalty is charged;
maximum price (amount) of the guarantee agreement: The Guarantor shall be fully liable to the Creditor for the non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreement-2, including the principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreement-2;

the guarantee agreement shall secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement-2, fixed by the valid judgment, on repayment of monetary funds received by the Borrower for the benefit of the Creditor, and on payment of interest for the use of another’s monetary funds charged on the amount of unreasonable gains of the Borrower.

The Credit agreement on opening of the revolving credit line in Russian rubles which the Borrower plans to execute after 29.10.2014 (hereafter — the Credit agreement-3):

the guarantee agreement shall secure the fulfillment of obligations by the Borrower under the Credit agreement-3 with the following essentials:

the Creditor shall provide the Borrower with monetary funds in Russian rubles (hereafter — “the Credits”) in the form of the revolving credit line (hereafter — “the Credit line”);
within the Credit line the Borrower shall be entitled 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 7,000,000,000 (Seven billion) rubles (“the Credit limit”);
the term of the Credit line shall not exceed 51 (Fifty one) months, the Borrower shall repay all received Credits no later than the date of expiration of the term of the corresponding Credit line;
the Credits within the term of the Credit line shall be provided for not more than 36 (Thirty six) months;
the interest rate: not more than 15 (Fifteen) percent per annum;
the terms and procedure of granting and repayment of the Credit amounts (including the amount of any type of remuneration paid by the Borrower to the Creditor) shall be determined by the Credit agreement- 3;
the Credit agreement shall become effective from the date on which it is signed and shall remain in force until the parties fully fulfill their obligations under the Credit agreement-3;
The Borrower shall incur the following liability under the Credit agreement-3:

in case of the late repayment of the Credits the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.20 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate effective on the day for which the penalty is charged;
in case of the late payment of interest the Creditor shall be entitled to charge the Borrower a penalty in the amount of 0.20 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate effective on the day for which the penalty is charged;
in case of breach by the Borrower of obligations for maintenance of the credit turnover under the terms and conditions of the Credit agreement-3, the Creditor shall be entitled to demand from the Borrower to pay a penalty in the amount of 0.30 % of the amount of outstanding obligations for maintenance of the credit turnover, determined by the Creditor as the difference between the amount of the credit turnover for the corresponding accounting period and the actual amount of the credit turnover for the same accounting period;
if the Borrower is not entitled for the advanced repayment of the Credit (Credits) upon the advanced repayment of the Credit (in full or in part) at the initiative of the Borrower, the Creditor shall be entitled to demand from the Borrower to pay a penalty the amount of which shall be calculated on the basis of the interest rate, applicable to the corresponding Credit as of the date of the advanced repayment at the initiative of the Borrower, accrued on the amount of the Credit repaid, for the period from the date of the advanced repayment to the date, specified in the corresponding agreement, on which the Credit shall have been repaid, and/or to the date, on which the Borrower shall be entitled for the advanced repayment of the Credit, including this date;

in case if nonfulfillment by the Guarantor of any of the secured obligations within 5 (Five) business days from the moment of receiving the demand from the Creditor to the Guarantor, the Creditor shall be entitled to charge the Guarantor a penalty in the amount of 0.30 % of the amount of outstanding obligations per each overdue day, but not lower than the dual refinancing rate of the Bank of Russia effective on the day for which the penalty is charged;
maximum price (amount) of the guarantee agreement: The Guarantor shall be fully liable to the Creditor for the non-fulfillment or improper fulfillment of obligations by the Borrower under the Credit agreement-3, including the principal amount of debt, interest, penalties, losses caused to the Creditor by the non-fulfillment or improper fulfillment of the Credit agreement-3;

the guarantee agreement shall secure the fulfillment of obligations by the Borrower in case of invalidity of the Credit agreement-3, fixed by the valid judgment, on repayment of monetary funds received by the Borrower for the benefit of the Creditor, and on payment of interest for the use of another’s monetary funds charged on the amount of unreasonable gains of the Borrower.

To decide that the price (money value) of the Company’s property, which can be directly or indirectly disposed by the Company under the guarantee agreements, can amount to 25 and more percent of the book value of the Company’s assets, determined from the data of its financial statements as of the last reporting date, but not more than 50 percent of the book value of the Company’s assets, determined from the data of its financial statements as of the last reporting date“.

Votes were cast as follows:

A. Arutyunyan — “did not participate in voting”, S. Galitskiy — “did not participate in voting”, A. Zayonts — “for”, A. Makhnev — “for”, K. Pombukhchan — “for”, A. Pshenichniy — “for”, A. Shkhachemukov — “for”.

The decision was made.

PJSC “Magnit” announces the results of the BOD meeting, including the decision to call the EGM and determination of the record date