OJSC MAGNIT: BOD Meeting Results

Press-release 
Krasnodar 
December 25, 2012 
OJSC "Magnit" Announces the Results of the BOD Meeting 
Krasnodar, December 25, 2012: OJSC "Magnit" (the "Company", "Issuer"; MICEX and
LSE: MGNT) is pleased to announce the results of the BOD meeting held on
December 25, 2012. 
Please be informed that today the BOD meeting was held (minutes of BOD meeting
of OJSC "Magnit" are w/o No. of December 25, 2012). 
The meeting agenda: 
 1. To make the decision on the bonus payment to the sole executive body of 


    OJSC "Magnit" based on the results of 2012.
     2. To determine the position of the OJSC "Magnit" representative at the
    exercise of the voting right on the JSC "Tander" shares owned by the
    Company.
     3. To approve the related party transaction.


The following BOD members were present: A. Arutyunyan, S. Galitskiy, V.
Butenko, K. Pombukhchan and A. Shkhachemukov. 
A. Zayonts and A. Makhnev provided their written opinions on the items of the
agenda of the BOD meeting of OJSC "Magnit". 
The number of the BOD members participated in the meeting, including written
opinions of A. Zayonts and A. Makhnev, 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: 
On the item 1 of the agenda: 
"To pay the bonus to the sole executive body of the Company based on the
results of 2012 in the amount recommended by the Human Resources and
Compensation Committee of the Board of Directors of OJSC "Magnit" by December
29, 2012". 
Votes cast is 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 is made. 
On the item 2.1 of the agenda: 
"To recommend the sole executive body of OJSC "Magnit" who is the sole
shareholder of JSC "Tander" to make the following decision at the exercise of
the voting right on the shares of JSC "Tander" owned by the Company: 
"To determine that Vladimir Gordeychuk will be the member of the employee
incentive program of JSC "Tander" in 2012 in accordance with the Regulation on
the Incentive Program and Human Resources and Compensation Committee of the
Chief Executive Officer of JSC "Tander." 
To approve additional agreement to the contract with the sole executive body of
JSC "Tander" that is "Agreement of the parties #20 on the changes of the terms
and conditions of the employment agreement determined by the parties as of June
28, 2006, to instruct Sergey Galitskiy, Chief Executive Officer of OJSC
"Magnit" to sign the specified agreement on behalf of the Company". 
Votes cast is 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 is made. 
On the item 2.2 of the agenda: 
"To recommend the sole executive body of OJSC "Magnit", who is the sole
shareholder of JSC "Tander", to make the following decision at the exercise of
the voting right on the shares of JSC "Tander", owned by the Company: 
"To distribute part of net profit of JSC "Tander" for the nine months 2012 on
dividends: 
To pay dividends on the ordinary registered shares of JSC "Tander" in the
amount of 4 610 000 000 (four billion six hundred and ten million) rubles which
amounts to 0,461 rubles per ordinary registered share by means of funds
transfer to the settlement account of the relevant shareholder within 60 days
from the day on which the decision to pay dividends is made". 
Votes cast is 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 is made. 
On the item 3 of the agenda: 
"To approve conclusion of the related party transaction between OJSC "Magnit"
and Joint-stock commercial bank "ROSBANK" (open joint-stock company), namely -
Guarantee agreements as security for obligation of JSC "Tander" (beneficiary)
(hereinafter - Borrower) to Joint-stock commercial bank "ROSBANK" (open
joint-stock company) (hereinafter - Lender, Bank) under the Additional
agreement planned to be executed to the Bank account agreement №0249018/RUB 
as
of 25.10.2007 (i.e. overdraft crediting of the Borrower's account by execution
of the Borrower's payment orders and payment of costs, related to their
execution, by Joint-stock commercial bank "ROSBANK", notwithstanding
insufficiency or lack of funds on the Borrower's account) (hereinafter -
Agreement) on the following essentials: 
• maximum credit amount (credit limit): 175,000,000 (one hundred and
seventy-five million) rubles. Deadline of indebtedness continuity (payment
period of each overdraft credit): 30 (thirty) calendar days. Term of validity
of the agreement: not more than one year. 
• credit interest rate in ruble terms: the Borrower pays interest to the Bank
in the amount of MosPrime OverNight rate increased by the Bank Margin (1.8%
(one point eight) percent per annum). 
• interest rate (including the Bank margin) cannot exceed 12 (twelve) percent
per annum ("Maximum interest rate"). 
• limit price (amount) of the guarantee agreement: total amount of the
Guarantee obligations cannot exceed 196,000,000 (one hundred ninety-six
million) rubles. 
• in case of non-fulfillment of Requirements by the Guarantee, the Guarantee
shall pay a penalty to the Lender within 5 (five) bank days in the amount of 3%
(three percent) of the amount of the corresponding Requirement. 
Hereby to provide S. Galitskiy, Chief executive officer of OJSC "Magnit", with
the right to sign additional agreements on change of the guarantee agreement
terms due to change of the Agreement terms (including but not limited to
interest rates change, Credit currency change, change of term of credit
providing). 
The price of the property to the possible disposal of which the transaction is
related shall not exceed 2% of the balance sheet assets value of the company
determined on the basis of the accounting statement for the last reporting
date". 
Votes cast is as follows: 
A. Arutyunyan - "did not participate in voting", V. Butenko - "for", S.
Galitskiy - "did not participate in voting", A. Zayonts - "for", A. Makhnev -
"for", K. Pombukhchan - "did not participate in voting", A. Shkhachemukov -
"for". 
The decision is made. 
For further information, please contact: 
Oleg Goncharov                          Director, Investor Relations            


                                                                               
                                        e-mail: Goncharov@gw.tander.ru         
                                                                               
                                        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 Svishcheva                         Manager, Investor Relations             


                                                                               
                                        e-mail: Chistyak@gw.tander.ru          
                                                                               
                                        Tel. in Krasnodar +7 (861) 277-45-54,  
                                        210-98-10 ext. 5101                    
                                                                               
                                        Mob.: +7-961-511-02-02                 
                                                                               
                                        Direct line for investors only: +7     
                                        (861) 277-45-62                        

Company description:

Headquartered in the southern Russia city of Krasnodar, Magnit (LSE and MICEX:
MGNT) is the holding company for a group of entities that operate in the retail
trade under the "Magnit" brand. The chain of "Magnit" stores is one of the
leading food retail networks in Russia. As of September 30, 2012 the chain
consisted of 5,523 convenience stores, 105 hypermarkets, 11 "Magnit Family"
stores and 480 cosmetics stores (drogerie) in 1,504 cities and towns throughout
the Russian Federation.

Approximately two-thirds of the Magnit's stores are located in cities with a
population of less than 500,000 inhabitants. Most of its stores are located in
the Southern, North-Caucasian, Central and Volga regions. The Company also
operates stores in the North-Western, Urals and Siberian regions.

As of September 30, 2012 Magnit operated an in-house logistics system
consisting of 17 distribution centers, employing automated stock replenishment
systems and a fleet of 4,082 vehicles.

In accordance with the reviewed IFRS consolidated financial statements for 1H
2012, the Magnit recorded consolidated revenues of approximately $6.7 billion
USD and a consolidated EBITDA of $671 million USD.



END

-0- Dec/27/2012 07:00 GMT


 
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