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PJSC MAGNIT - BoD Meeting Results

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PR Newswire


Press-release

Krasnodar

April 7, 2015

PJSC "Magnit" Announces the Results of the BOD Meeting, Including the Decision
to Call the AGM and Determination of the Record Date

Krasnodar, April 7, 2015: PJSC "Magnit", Russia's largest food retailer (the
"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of
the BOD meeting.

Please be informed that on April 6, 2015 the BOD meeting was held (minutes of
the BOD meeting of PJSC "Magnit" are w/o No. of April 6, 2015).

The meeting agenda:

 1. Preliminary approval of the PJSC "Magnit" annual report.

 2. Approval of recommendations to the PJSC "Magnit" General shareholders
    meeting on distribution of profit and losses of the Company following 2014
    financial year results, including the dividend amount on shares of the
    Company, the procedure of its payment and on the dividend record date.

 3. Calling of the annual general shareholders meeting ("the AGM") of PJSC
    "Magnit".

 4. Determination of the form of holding of the AGM of PJSC "Magnit".

 5. Determination of the date, time and venue of the AGM of PJSC "Magnit" and
    the postal address to which the completed voting ballots shall be
    delivered.

 6. Determination of the PJSC "Magnit" AGM record date.

 7. Determination of the agenda of the AGM of PJSC "Magnit".

 8. Determination of the procedure of notification of shareholders of the
    holding of the AGM of PJSC "Magnit".

 9. Determination of the list of information (materials) provided to
    shareholders to prepare to the holding of the AGM of PJSC "Magnit", and the
    procedure of its provision.

10. Determination of the form and the text of the voting ballots on the items
    to be considered at the AGM of PJSC "Magnit".

11. Approval of the list of candidates to be elected to the PJSC "Magnit" Board
    of Directors at the AGM of the Company.

12. Approval of the list of candidates to be elected to the PJSC "Magnit" Audit
    commission at the AGM of the Company.

13. Determination of the amount of remuneration for the PJSC "Magnit" auditor's
    services.

14. Determination of the recommended price for major related party transactions
    to be approved by the AGM of PJSC "Magnit".

15. Determination of the recommended price for related party transactions to be
    approved by the AGM of PJSC "Magnit".

16. Extension of the powers of the Chief executive officer of PJSC "Magnit" for
    another term.

17. Determination of PJSC "Magnit" business priorities.

18. Determination of the position of the PJSC "Magnit" representative at the
    exercise of the voting right on the Retail Import LLC shares in the charter
    capital owned by the Company.

19. Determination of the position of the PJSC "Magnit" representative at the
    exercise of the voting right on the LLC "Alkotrading" shares in the charter
    capital owned by the Company.

20. Determination of the position of the PJSC "Magnit" representative at the
    exercise of the voting right on the LLC "Tandem" shares in the charter
    capital owned by the Company.

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

A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy provided their written
opinions on the tems 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. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy 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 decisionsand voting results:

Item 1 on the agenda:

"To approve the PJSC "Magnit" annual report for the financial year 2014 and
submit it for consideration of the general shareholders meeting of the
Company".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 2 on the agenda:

"To approve recommendations to the General shareholders meeting of the Company
on the distribution of profits and loss of the Company following 2014 financial
year results, including the dividend amount on shares of the Company, the
procedure of its payment and on the dividend record date".

To determine the amount of dividend according to the recommendations of the
PJSC "Magnit" BOD on the allocation of the Company's profit following 2014
financial year results as follows:

- total amount of funds for the dividend payment - 12,535,998,832.35 rubles;

- total amount of funds for the dividend payment per share - 132.57 rubles.

It was recommended to the AGM of PJSC "Magnit" to approve the following
procedure of dividends payment:

1. Payment of dividends shall be executed in monetary funds;

2. The following date shall be appointed as the date as of which the
shareholders are entitled to receive dividends: June 19, 2015;

3. 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. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 3 on the agenda:

"To call the annual General shareholders meeting ("the AGM") of PJSC "Magnit".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 4 on the agenda:

"To hold the AGM of PJSC "Magnit" in the form of a meeting (joint presence of
shareholders to discuss the agenda items and make decisions on the voting items
with preliminary submission (delivery) of voting ballots prior to the holding
of the AGM)".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 5 on the agenda:

"To appoint the AGM of PJSC "Magnit" on June 4, 2015 at 11:00 AM, to appoint
the registration of the meeting participants on June 4, 2015 at 10:00 AM.

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

To determine the address to which the completed voting ballots shall be
delivered: 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. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 6 on the agenda:

"To determine the PJSC "Magnit" AGM record date - April 17, 2015. To authorize
the registrar of the Company - OJSC "Objedinennaya registratsionnaya kompaniya"
- to make the list of shareholders entitled to participate in the AGM 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. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 7 on the agenda:

"To ratify the following agenda of the AGM of PJSC "Magnit":

1. Approval of the annual report of PJSC "Magnit".

2. Approval of the annual accounting (financial) reports of PJSC "Magnit"
(including profit and loss statements of PJSC "Magnit").

3. Allocation of profit (including payment (declaration) of dividends) and
losses of PJSC "Magnit" following 2014 financial year results.

4. Election of the Board of directors of PJSC "Magnit".

5. Election of the Revision commission of PJSC "Magnit".

6. Approval of the auditor of PJSC "Magnit" in accordance with the Russian
accounting standards.

7. Approval of the auditor of PJSC "Magnit" in accordance with the IFRS.

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

9. Ratification of the Regulations on the Board of directors of PJSC "Magnit"
in the new edition.

10. Approval of the major related party transactions.

11. Approval of the related party transactions.

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 8 on the agenda:

"To approve the text of the announcement of the AGM of PJSC "Magnit" and,
according to the clause 13.10 of the PJSC "Magnit" Charter, to publish this
announcement on the official website of the Company on the information and
telecommunications network "Internet" http://www.magnit-info.ru ("Shareholders
meeting" (http://www.magnit- info.ru/en/investors/stockholders/)) on or before
May 04, 2015".

To publish this announcement additionally on the official website of the
Company which is used for the information disclosure since February 2, 2015 on
the information and telecommunications network "Internet", http://ir.magnit.com
/en/shareholder-center/agm-egm-voting/ ("Annual" "2015") on or before May 04,
2015".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 9 on the agenda:

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

- annual report of PJSC "Magnit" for the financial year 2014;

- annual accounting reports of PJSC "Magnit" for the financial year 2014,
including the auditor's report;

- consolidated financial statements of the group of PJSC "Magnit" companies for
the year 2014 prepared in accordance with IFRS including the auditor's report;

- conclusion of the Revision commission of PJSC "Magnit" on the results of the
audit of the operational and financial performance of the Company for the
financial year 2014;

- evaluation of the auditor's conclusion on the accounting reports of PJSC
"Magnit" for the year 2014 prepared by the audit committee of the PJSC "Magnit"
Board of directors;

- evaluation of the auditor's conclusion on the consolidated financial
statements of the group of PJSC "Magnit" companies for the year 2014 in
accordance with IFRS prepared by the audit committee of the PJSC "Magnit" Board
of directors;

- recommendations of the Company's Board of directors on the allocation of
profit and losses of the Company for 2014 financial year results, including the
amount of dividend on PJSC "Magnit" shares, the procedure of its payment and
the date as of which the shareholders are entitled to receive dividends;

- information on the candidates to be elected to the Board of directors of PJSC
"Magnit" and on their written consent to election;

- information on the candidates to be elected to the Revision commission of
PJSC "Magnit" and on their written consent to election;

- information on the candidates to be elected as the auditor of PJSC "Magnit";

- draft Charter of PJSC "Magnit" in the new edition;

- information on the amendments to the Charter of PJSC "Magnit";

- draft Regulations on the Board of directors of PJSC "Magnit" in the new
edition;

- information on the amendments to the Regulations on the Board of directors of
PJSC "Magnit" in the new edition;

- information on the transactions to be approved by the AGM;

- draft decisions of the AGM on the agenda items.

To authorize the sole executive body to provide access to the above mentioned
information materials starting from May 14, 2015 from 10:00 AM to 5:00 PM
(break from 12:00 PM to 1:00 PM) at the following address: 15/5 Solnechnaya
street, Krasnodar, Russia; office: +7 (861) 210-98-10 ext. 14992".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 10 on the agenda:

"To approve the form and the text of the voting ballots on agenda items which
shall be considered at the AGM of PJSC "Magnit"".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 11 on the agenda:

"To approve the following list of candidates to be elected to the Board of
directors of PJSC "Magnit" at the AGM of the Company:

  * Aleksandr Aleksandrov

  * Andrey Arutyunyan;

  * Sergey Galitskiy;

  * Alexander Zayonts;

  * Khachatur Pombukhchan;

  * Alexey Pshenichniy;

  * Aslan Shkhachemukov."

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 12 on the agenda:

"To approve the following list of candidates to be elected to the Audit
commission of PJSC "Magnit" at the AGM of the Company:

  * Roman Efimenko;

  * Anzhela Udovichenko;

  * Denis Fedotov."

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 13 on the agenda:

"To determine remuneration for the services of the auditor in accordance with
the Russian Accounting Standards for the audit of the accounting (financial)
reports for the year 2015 in the amount of not more than 330,000 (three hundred
and thirty thousand) rubles excl. VAT".

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "for", A. Shkhachemukov - "for", A. Pshenichniy -
"for".

The decision was made.

Item 14.1 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 loan agreement(s),
which the Company plans to execute in future:

1. Parties of the transaction (transactions): the lender - PJSC "Magnit", the
borrower - JSC "Tander";

2. Subject of the transaction (transactions): loan of funds;

3. Maximum price (amount) of the transaction (transactions): up to
45,000,000,000 (Forty five billion) rubles;

4. Loan interest rate (per annum): not more than 180 (One hundred and eighty)
percent of the key interest rate of the Bank of Russia (published on the
official website of the Bank of Russia on the Internet (www.cbr.ru)) as of the
loan issue date;

5. Time limit for the fulfillment of obligations under the transaction
(transactions): up to 3 (Three) years from the time of its execution (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 guarantee agreements,
can amount to 25 or more percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 50 percent of the book value of the Company's assets, determined by
the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 14.2 on the agenda:

"Due to the fact that the guarantee agreements, which the Company plans to
execute in future as security for obligation of Joint-stock company "Tander"
(beneficiary) (hereinafter - the Borrower) to Public joint-stock company
ROSBANK (hereinafter - the Creditor) under the agreements of revolving and (or)
non-revolving lines of credit (hereinafter - the Credit agreements), are major
related party transactions, the price of the property, to the possible disposal
of which the granting of the guarantee 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 obligation 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 terms
and conditions of the Credit agreements, which the Borrower plans to execute in
future:

1. The Creditor shall provide the Borrower with monetary funds in Russian
rubles, in US dollars, in Euros;

2. Total credit limit for all Credit agreements, which the Borrower plans to
execute in future, shall not exceed 28,000,000,000 (Twenty eight billion
rubles) or shall be equivalent to this amount in US dollars or Euros at the
exchange rate of the bank of Russia as of the date of provision of the credit;

3. The credit shall be provided in the form of individual credits under the
Credit agreements for the purpose of working capital financing and/or financing
of current operations;

4. The term of the Credit agreements shall not exceed 12 (Twelve) months
(inclusive) since the signing date of each agreement;

5. Each individual credit shall be provided for the period not exceeding 12
(Twelve) months;

6. The interest period for rates in US dollars, Euros and Russian rubles may be
equal to any calendar period of up to 12 (Twelve) months (inclusive) if agreed
by the parties of the Credit agreement;

7. Interest rate for the credit use including charges shall not exceed 30
(Thirty) percent per annum;

8. Terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant Credit agreements;

9. Maximum price (amount) of the guarantee agreements: the aggregate amount of
obligations of the Guarantor shall not exceed 37,000,000,000 (Thirty seven
billion) rubles.

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 or more percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 50 percent of the book value of the Company's assets, determined by
the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 14.3 on the agenda:

"Due to the fact that the guarantee agreements, which the Company plans to
execute in future as security for obligation of Joint-stock company "Tander"
(beneficiary) (hereinafter - the Borrower) to Open joint-stock company
"Sberbank of Russia" (hereinafter - the Creditor) under the agreements on
opening of revolving and (or) non-revolving lines of credit (hereinafter - the
Credit agreements), are major related party transactions, the price of the
property, to the possible disposal of which the granting of the guarantee 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 obligation 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 terms
and conditions of the Credit agreements, which the Borrower plans to execute in
future:

1. The Creditor shall provide the Borrower with monetary funds in Russian
rubles;

2. Total credit limit for all Credit agreements, which the Borrower plans to
execute in future, shall not exceed 15,000,000,000 (Fifteen billion) rubles;

3. The term of credit use under each Credit agreement shall not exceed 3
(Three) years;

4. Interest rate for the credit use including charges shall not exceed 25
(Twenty five) percent per annum;

8. Terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant Credit agreements;

9. Maximum price (amount) of the guarantee agreements: the aggregate amount of
obligations of the Guarantor shall not exceed 24,000,000,000 (Twenty four
billion) rubles.

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 or more percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 50 percent of the book value of the Company's assets, determined by
the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 14.4 on the agenda:

"Due to the fact that the guarantee agreement, which the Company plans to
execute in future as security for obligations of Joint-stock company "Tander"
(beneficiary) (hereafter - the Borrower) to joint-stock company "ALFA-BANK"
(hereafter - the Creditor) under the Credit agreement on opening of the
revolving credit line (hereinafter - the Credit Agreement), is a major related
party transaction, the price of the property, to the possible disposal of which
the granting of the guarantee 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 agreement, shall be determined on the basis of the following
essentials of the Credit Agreement:

1. The guarantee agreement shall secure the fulfillment of obligations by the
Borrower under the Credit Agreement, which the Borrower plans to execute in
future on the following terms:

1.1. The Creditor shall provide the Borrower with monetary funds in the Russian
rubles (hereafter - "the Credits") in the form of the revolving credit line
(hereafter - "the Credit Line").

1.2. Within the limits of the Credit Line the Borrower shall be entitled to
receive Credits, the maximum amount of the aggregate debt on which on any day
of the term of the Credit Line comprises not more than 14,000,000,000 (Fourteen
billion) rubles ("the Debt Limit").

1.3. The term of the Credit Line shall not exceed 67 (Sixty Seven) months from
the date of the Credit Agreement. The Borrower shall repay all received Credits
not later than the date of expiration of the corresponding Credit Line.

1.4. The Credits within the term of each Credit Line shall be provided for not
more than 36 (Thirty Six) months.

1.5. The interest rate: not more than 35 (Thirty Five) percent per annum.

1.6. Penalties: 0.1 (zero point one) percent of the amount of the overdue
indebtedness 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.

1.7. 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), as well as penalties for breaching the terms of the Credit Agreement
by the Borrower shall be determined by the Credit Agreement.

2. The guarantee agreement shall also secure the fulfillment of obligations by
the Borrower at the invalidity of the Credit Agreement, determined by the court
decision which has entered into legal force, on the repayment of the monetary
funds received by the Borrower in favor of the Creditor, as well as on the
repayment of the interest on money had and received accrued on the amount of
the unreasonable gain 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 agreement,
can amount to 25 and more percent of the book value of the Company's assets,
determined by 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 by 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 14.5 on the agenda:

"Due to the fact that the guarantee agreement, which the Company plans to
execute in future as security for obligations of Joint-stock company "Tander"
(beneficiary) (hereafter - the Borrower) to VTB Bank (open joint-stock company)
(hereafter - the Creditor) under the Agreement on the procedure for the
conclusion of the Credit transactions with the use of the System of Online
banking № КС-714000/2010/00098 of 17.12.2010 (hereinafter - the Credit
Agreement), is a major related party transaction, the price of the property, to
the possible disposal of which the granting of the guarantee 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 agreement, shall be determined on the basis of the following
essentials of the Credit Agreement:

1. The guarantee agreement regulates general terms and procedure for the
conclusion of the Credit transactions with the use of the System of online
banking, the procedure for the payment settlements by the parties under the
Credit transactions, as well as liability of the parties for the failure to
perform obligations under the concluded Credit transactions.

2. The Credits are provided on the basis of the Credit transactions concluded
by the parties. The term of conclusion of the Credit transactions is until
25.12.2015.

3. According to the Credit Agreement the parties shall conclude the Credit
transactions in the Russian rubles.

4. The maximum term of the individual credit shall not exceed 365 (Three
hundred and sixty five) days from the provision date of the Credit.

5. The total amount of Credits, which can be provided by the Creditor under the
Credit Agreement, as of any date shall not exceed 20,000,000,000 (Twenty
billion) rubles.

6. The interest rate on each individual Credit over 180 (One Hundred and
Eighty) days can be fixed and/or floating. The floating interest rate is
calculated by the Bank as the key rate (the key rate of the Bank of Russia
published on the official website of the Bank of Russia in the Internet
(www.cbr.ru)), increased by the margin in percent per annum, stipulated in the
Borrower's application form and approved by the Bank.

7. In case of past-due indebtedness of the Borrower to the Creditor, the
Borrower shall pay the penalty in the amount of not more than 2/365(366) of the
interest rate of the amount of the past-due indebtedness until the date of its
final redemption.

If the Borrower breaches the obligations of the Borrower for maintenance of the
monthly credit turnover under the terms and conditions of the Credit Agreement,
the Borrower shall pay the penalty in the amount of 1 (One) percent per annum
of the turnover of the outstanding obligations for maintenance of the credit
turnover for the calendar month, when the obligation was not fulfilled.

8. The Credit agreement is valid until December 25, 2016. Should neither party
of the Credit Agreement express a written intention to terminate the Credit
Agreement within 5 (Five) working days until the expiry of this term, it shall
be considered as automatically prolonged for every year thereafter.

9. The maximum price (amount) of the guarantee agreement: the aggregate amount
of the Guarantor's obligations for the Borrower's obligations under the Credit
Agreement and for the Borrower's obligations at the invalidity of the Credit
Agreement cannot exceed 26 000 000 000 (Twenty Six billion) rubles.

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 agreement,
can amount to 25 and more percent of the book value of the Company's assets,
determined by 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 by 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 14.6 on the agenda:

"Due to the fact that two related guarantee agreements, which the Company plans
to execute in future as security for obligation of Joint-stock company "Tander"
(beneficiary) (hereinafter -"the Borrower") to Open joint-stock company
"Russian Agricultural Bank" (hereinafter - "the Creditor") under the credit
agreements, 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, which the Borrower plans to
execute in future:

  * The General agreement on the procedure of the credit agreements conclusion
    (hereinafter - "the Credit agreement-1):

1.1. The Creditor shall provide the Borrower with the monetary funds in Russian
rubles;

1.2. The total credit limit under the Credit agreement-1 (the credit amount
which may be granted under the Credit agreement-1) shall not exceed
10,000,000,000 (Ten billion) rubles;

1.3. The maximum term of the individual credit granted under the Credit
agreement-1 shall not exceed 60 (Sixty) calendar days;

1.4. Interest rate for the use of the credits granted under the Credit
agreement-1 including charges - not more than 30% (Thirty percent) per annum;

1.5. The term of the Credit agreement-1 shall not exceed 12 (Twelve) months;

1.6. Conditions, procedure of granting and repayment of the credit, interest
and other payments are determined by the Credit agreement-1;

1.7. The Guarantor is fully liable to the Creditor for non-fulfillment or
improper fulfillment of obligation by the Borrower under the Credit
agreement-1, including principal amount of debt, interest, penalties, losses
caused to the Creditor by the non-fulfillment or improper fulfillment of the
Credit agreement-1;

2. The guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity or loss of the Credit agreement-1 fixed by the
valid judgment on repayment of monetary funds under the Credit agreement-1
received by the Borrower for the benefit of the Creditor and on the payment of
interest for the use of other monetary funds charged on the amount of
unreasonable gains of the Borrower.

  * The agreement on the opening of the credit lines (hereinafter - "the Credit
    agreement-2"):

1.1. The Creditor shall provide the Borrower with the monetary funds in Russian
rubles;

1.2. The total credit limit under the Credit agreement-2 (the credit amount
which may be granted under the Credit agreement) shall not exceed
15,000,000,000 (Fifteen billion) rubles;

1.3. The maximum term of the individual credit granted under the Credit
agreement-2 shall not exceed 3 (Three) years;

1.4. Interest rate for the use of the credits granted under the Credit
agreement-2 including charges - not more than 30% (Thirty percent) per annum;

1.5. The intended use of credits under the Credit agreement-2 - to finance the
working capital;

1.6. Conditions, procedure of granting and repayment of the credit, interest
and other payments are determined by the Credit agreement-2;

1.7. The Guarantor is fully liable to the Creditor for non-fulfillment or
improper fulfillment of obligation by the Borrower under the Credit
agreement-2, including principal amount of debt, interest, penalties, losses
caused to the Creditor by the non-fulfillment or improper fulfillment of the
Credit agreement-2;

2. The guarantee agreement shall secure the fulfillment of obligations by the
Borrower in case of invalidity or loss of the Credit agreement-2 fixed by the
valid judgment on repayment of monetary funds under the Credit agreement-2
received by the Borrower for the benefit of the Creditor and on the payment of
interest for the use of other 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 or more percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 50 percent of the book value of the Company's assets, determined by
the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 15.1 on the agenda:

"Due to the fact that the guarantee agreements, which the Company plans to
execute in future as security for obligation of the joint-stock company
"Tander" (beneficiary) (hereinafter - "the Borrower") to Open joint-stock
commercial bank "Absolut Bank" (open joint-stock company) (hereinafter - "the
Creditor") under the agreements on revolving and non-revolving credit lines
("the Credit agreements") are related party transactions, the price of the
property, to the possible disposal of which the granting of the guarantee 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 obligation 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 terms
and conditions of the Credit agreements, which the Borrower plans to execute in
future:

1. The Creditor shall provide the Borrower with the monetary funds in Russian
rubles;

2. The total credit limit under all Credit agreements which the Borrower plans
to execute in future shall not exceed 3,200,000,000 (Three billion two hundred
million) rubles;

3. The credit under each credit agreement shall be provided for the maximum of
2 (Two) years;

4. Interest rate for the credit use including charges amounts to not more than
30% (Thirty percent) per annum;

5. Terms, procedure of granting and repayment of the credit, interest and other
payments are determined by the relevant Credit agreements;

6. The price limit (the sum) of the guarantee agreement: the aggregate amount
of obligations of the Guarantor shall not exceed 4,000,000,000 (Four billion)
rubles.

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,
amounts to more than 2 (Two) percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 25 (Twenty five) percent of the book value of the Company's assets,
determined by the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 15.2 on the agenda:

"Due to the fact that the additional agreement to the guarantee agreement №
29-15/1/496n1 of 15.08.2014 (hereinafter - "the Guarantee agreement") concluded
by the Company (hereinafter - "the Guarantor") with Open joint-stock company
"Sberbank of Russia" (OJSC "Sberbank of Russia") (hereafter - "the Bank") ,
which the Company plans to execute in future is the related party transaction,
the price of the property, to the possible disposal of which the granting of
the guarantee 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 obligation 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 terms
and conditions of the Credit agreements, which the Borrower plans to execute in
future:

1. In accordance with the Guarantee agreement the Guarantor shall be liable to
the Bank for fulfillment by the Borrower of all the obligations under the
Agreement on the opening of the revolving credit line №29-15/1/496 of
15.08.2014 (hereinafter - "the Credit agreement") concluded between the Bank
and The Borrower.

2. The terms and conditions of the Credit agreement:

2.1. The limit amount of the credit line: 15,000,000,000 (Fifteen billion)
rubles; 2. The credit shall be provided for the maximum of 3 (three) years;

2.2. The credit maturity date: August 13, 2017;

2.3. The interest rate for the credit use is determined in accordance with the
Credit agreement and amounts to not more than 15 (Fifteen) percent per annum;

3. The Guarantee agreement is valid until August 13, 2020 (inclusive).

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,
amounts to more than 2 (Two) percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 25 (Twenty five) percent of the book value of the Company's assets,
determined by the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 15.3 on the agenda:

"Due to the fact that the guarantee agreements, which the Company plans to
execute in future as security for obligation of the joint-stock company
"Tander" (beneficiary) (hereinafter - "the Borrower") to "VTB Bank" (open
joint-stock company) (hereinafter - "the Creditor") under the agreements on
revolving and non-revolving credit lines (hereinafter - "the Credit
agreements") are related party transactions, the price of the property, to the
possible disposal of which the granting of the guarantee 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 obligation 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 terms
and conditions of the Credit agreements, which the Borrower plans to execute in
future:

1. The Creditor shall provide the Borrower with the monetary funds in Russian
rubles;

2. The total credit limit under all Credit agreements which the Borrower plans
to execute in future shall not exceed 10,000,000,000 (Ten billion) rubles;

3. The credit under each credit agreement shall be provided for the maximum of
5 (Five) years;

4. Interest rate for the credit use including charges amounts to not more than
25% (Twenty five percent) per annum;

5. Terms, procedure of granting and repayment of the credit, interest and other
payments are determined by the relevant Credit agreements;

6. The price limit (the sum) of the guarantee agreement: the aggregate amount
of obligations of the Guarantor shall not exceed 20,000,000,000 (Twenty
billion) rubles.

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,
amounts to more than 2 (Two) percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 25 (Twenty five) percent of the book value of the Company's assets,
determined by the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 15.4 on the agenda:

"Due to the fact that the guarantee agreements, which the Company plans to
execute in future as security for obligation of the joint-stock company
"Tander" (beneficiary) (hereinafter - "the Borrower") to Public joint-stock
company "Otkritie Financial Corporation Bank" (hereinafter - "the Creditor")
under the agreements on revolving and non-revolving credit lines (hereinafter -
"the Credit agreements") are related party transactions, the price of the
property, to the possible disposal of which the granting of the guarantee 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 obligation 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 terms
and conditions of the Credit agreements, which the Borrower plans to execute in
future:

1. The Creditor shall provide the Borrower with the monetary funds in Russian
rubles;

2. The total credit limit under all Credit agreements which the Borrower plans
to execute in future shall not exceed 10,000,000,000 (Ten billion) rubles;

3. The credit under each credit agreement shall be provided for the maximum of
1 (One) year;

4. Interest rate for the credit use including charges amounts to not more than
30% (Thirty percent) per annum;

5. Terms, procedure of granting and repayment of the credit, interest and other
payments are determined by the relevant Credit agreements;

6. The price limit (the sum) of the guarantee agreement: 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.

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,
amounts to more than 2 (Two) percent of the book value of the Company's assets,
determined by the financial statements as of the last reporting date, but not
more than 25 (Twenty five) percent of the book value of the Company's assets,
determined by the 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. Shkhachemukov - "for", A. Pshenichniy - "for".

The decision was made.

Item 16 on the agenda:

"To extend the term of office of the PJSC "Magnit" chief executive officer
Sergey Galitskiy for another 3 (Three) year term from 13.04.2015 and approve
the additional agreement to the contract with the person in the role of the
PJSC "Magnit" sole executive body, i.e. - "Agreement of the parties №15 on the
changes to the terms of the employment contract of April 13, 2006 determined by
the parties", to authorise Khachatur Pombukhchan, the chairman of the PJSC
"Magnit" Board of directors, to sign the indicated agreement on behalf of the
Company."

As of the date of the minutes of the BOD meeting the share of Sergey Galitskiy
in the charter capital is 36.4927%.

His ordinary shares stake is 36.4927%.

Votes were cast as follows:

A. Arutyunyan - "for", V. Butenko - "for", S. Galitskiy - "for", A. Zayonts -
"for", A. Makhnev - "for", K. Pombukhchan - "did not participate in voting", A.
Shkhachemukov - "for".

The decision was made.

Item 17 on the agenda:

"To determine PJSC "Magnit" business priorities by means of ratification of the
Company's Plans of financial and economic activity for the second quarter of
2015".

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.

Item 18 on the agenda:

"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of LLC "Retail Import" to make the following decisions at the
exercise of the voting right on shares in the charter capital of LLC "Retail
Import" owned by the Company:

"1. To approve the annual financial statements of LLC "Retail Import" for the
year 2014.

2. To approve the Limited Liability Company Audit firm "Faber Leks" (Principal
State Registration Number 1022301213197, Taxpayer Id. Number 2308052975,
address: 144/2 Krasnykh Partizan, Krasnodar, 350049) as the auditor of LLC
"Retail Import" for 2015 under the Russian accounting standards.

3. To determine the amount of payment for the services of the audit of
financial statements of LLC "Retail Import" for 2015 by the auditor under the
Russian accounting standards LLC AF "Faber Lex" in the amount of not more than
265,000 (Two hundred and sixty five thousand) rubles excluding VAT".

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.

Item 19 on the agenda:

"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of LLC "Alkotrading" to make the following decision at the exercise
of the voting right on shares in the charter capital of LLC "Alkotrading" owned
by the Company:

"To approve the annual financial statements of LLC "Alkotrading" for the year
2014".

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.

Item 20 on the agenda:

"To recommend the sole executive body of PJSC "Magnit", which is the sole
shareholder of LLC "Tandem" to make the following decisions at the exercise of
the voting right on shares in the charter capital of LLC "Tandem" owned by the
Company:

"1. To approve the annual financial statements of LLC "Tandem" for the year
2014.

2. To approve the Limited Liability Company Audit firm "Faber Leks" (Principal
State Registration Number 1022301213197, Taxpayer Id. Number 2308052975,
address: 144/2 Krasnykh Partizan, Krasnodar, 350049) as the auditor of LLC
"Tandem" for 2015 under the Russian accounting standards.

3. To determine the amount of payment for the services of the audit of
financial statements of LLC "Tandem" for 2015 by the auditor under the Russian
accounting standards LLC AF "Faber Lex" in the amount of not more than 170,000
(One hundred and seventy thousand) rubles excluding VAT".

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:

Timothy Post                            Director, Investor Relations
                                        Email: post@magnit.ru
                                        Office: +7-861-277-4554 x 17600
                                        Mobile: +7-961-511-7678
                                        Direct Line: +7-861-277-4562

Dina Svishcheva                         Deputy Director, Investor Relations
                                        Email: Chistyak@magnit.ru
                                        Office: +7-861-277-45-54 x 15101
                                        Mobile: +7-961-511-0202
                                        Direct Line: +7-861-277-4562

Company description:

Magnit is Russia's largest food retailer. Founded in 1994, the company is
headquartered in the southern Russian city of Krasnodar. As of December 31,
2014, Magnit operated 27 distribution centers and over 9,700 stores (8,344
convenience, 287 hypermarkets, and 1,080 drogerie stores) in approximately
2,100 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the audited IFRS consolidated financial statements for 2014,
Magnit had revenues of RUB 764 billion and an EBITDA of RUB 86 billion.
Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: 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 one
of the largest retailers in Europe.

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