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OJSC MAGNIT: BoD Results


Not for release, publication or distribution in Australia, Canada, Japan or the United States.

These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. OJSC Magnit has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any EEA Member State that has implemented Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Securities of OJSC Magnit have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Press-release

Krasnodar

June 26, 2013

OJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, June 26, 2013: OJSC "Magnit" (the "Company", "Issuer"; MICEX and LSE: MGNT) is pleased to announce the results of the BOD meeting held on June 25, 2013.

Please be informed that on June 25, 2013 the BOD meeting was held (minutes of the BOD meeting of OJSC "Magnit" are w/o No. of June 25, 2013).

The meeting agenda:

1. Election of the Chairman of the Board of Directors of OJSC "Magnit".


     2. Election of the Deputy Chairman of the Board of Directors of OJSC "Magnit".
     3. Election of the Secretary of the Board of Directors of OJSC "Magnit".
     4. Formation of the audit committee of the Board of Directors of OJSC
    "Magnit".
     5. Election of the Chairman of the audit committee of the Board of Directors
    of OJSC "Magnit".
     6. Formation of the HR and remuneration committee of the Board of Directors of
    OJSC "Magnit".
     7. Election of the Chairman of the HR and remuneration committee of the Board
    of Directors of OJSC "Magnit".
     8. Election of the Management Board of OJSC "Magnit".
     9. Determination of OJSC "Magnit" business priorities.
    10. Adoption of the decision to place securities (exchange-traded bonds to
    bearer of the BO-10 series).
    11. Adoption of the decision to place securities (exchange-traded bonds to
    bearer of the BO-11 series).
    12. Approval of the Decision to issue securities (exchange-traded bonds to
    bearer of the BO-10 series).
    13. Approval of the Decision to issue securities (exchange-traded bonds to
    bearer of the BO-11 series).
    14. Approval of the Prospectus (exchange-traded bonds to bearer of the BO-10,
    BO-11 series).
    15. Approval of the major transaction (several associated transactions) of
    placement of the exchange-traded bonds of the BO-10, BO-11 series by means
    of public subscription.
    16. Determination of the position of the OJSC "Magnit" representative at the
    exercise of the voting right on shares of JSC "Tander" owned by the
    Company.

The following BOD members were present: A. Arutyunyan, V. Butenko and S. Galitskiy.

A. Zayonts, A. Makhnev, K. Pombukhchan and A. Shkhachemukov 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, A. Makhnev, K. Pombukhchan and A. Shkhachemukov 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 elect Khachatur Pombukhchan as a Chairman of the Board of Directors of OJSC "Magnit".

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 2 on the agenda:

"To elect Valeriy Butenko as a Deputy Chairman of the Board of Directors of OJSC "Magnit".

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 3 on the agenda:

"To elect Andrey Arutyunyan as a Secretary of the Board of Directors of OJSC "Magnit".

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 4 on the agenda:

"To form the audit committee of the Board of Directors of OJSC "Magnit" consisting of the following 3 (three) members: Alexander Zayonts, Alexey Makhnev and Aslan Shkhachemukov".

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 5 on the agenda:

"To elect Alexander Zayonts as a Chairman of the audit committee of the Board of Directors of OJSC "Magnit".

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 6 on the agenda:

"To form the HR and remuneration committee of the Board of Directors of OJSC "Magnit" consisting of the following 3 (three) members: Alexey Makhnev, Valeriy Butenko and Alexander Zayonts".

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 7 on the agenda:

"To elect Alexey Makhnev as a Chairman of the HR and remuneration committee of the Board of Directors of OJSC "Magnit".

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 8.1 on the agenda:

"To form the collective executive body (Management Board) of OJSC "Magnit" consisting of the following 4 (four) members:

- Alexander Barsukov;

- Sergey Galitskiy;

- Marina Ivanova;

- Ilya Sattarov".

Shares of the above mentioned members in the charter capital of the Issuer and ordinary shares stake owned by these members:

Alexander Barsukov - 0.0026%;

Sergey Galitskiy - 38.67%;

Marina Ivanova - 0.00685%;

Ilya Sattarov - 0.0005%.

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 8.2 on the agenda:

"To appoint Alexander Barsukov as a Deputy Chairman of the Management Board of OJSC "Magnit".

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 8.3 on the agenda:

"To conclude the employment agreement with the members of the Management Board. To approve the terms and conditions of the employment agreement with the member of the collective executive body (Management Board) of OJSC "Magnit".

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 9 on the agenda:

"To determine OJSC "Magnit" business priorities by means of ratification of the Plans of financial and economic activity of the Company for the third quarter of 2013."

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.

Items 10, 11 on the agenda:

"To place non-convertible interest-bearing certified exchange-traded bonds of the BO-10/BO-11 series to the bearer with the obligatory centralized custody in the amount of 10,000,000 (Ten million) bonds of each series of the nominal value of 1,000 (One thousand) rubles each (hereinafter - "Exchange-traded bonds of the BO-10/BO-11 series"), with the total nominal value of 10,000,000,000 (Ten billion) rubles each series being placed in the form of public subscription at the price of 100 (One hundred) percent of the nominal value of the Exchange-traded bonds of the BO-10/BO-11 series which amounts to 1,000 rubles each (from the second day of the placement the acquirers shall also pay the accumulated coupon yield) with the repayment period on the 1,820th (One thousand eight hundred and twentieth) day from the commencement date of the placement of the Exchange-traded bonds of the BO-10/BO-11 series.

The form of payment by cash by means of non-cash settlement in the currency of the Russian Federation is provided for the placement of the Exchange-traded bonds of the BO-10/BO-11 series. The opportunity of installment payment of the securities is not provided.

The Exchange-traded bonds of the BO-10/BO-11 series are repaid on the 1,820th (One thousand eight hundred and twentieth) day from the commencement date of the placement of the Exchange-traded bonds of the BO-10/BO-11 series. 100% (One hundred percent) of the outstanding amount of the nominal value is paid at the redemption of the Exchange-traded bonds of the BO-10/BO-11 series. The outstanding amount of the nominal value is determined as a difference between the nominal value of one Exchange-traded bond of the BO-10/BO-11 series and its part repaid at the partial anticipated redemption of the Exchange-traded bonds of the BO-10/BO-11 series (if the decision on the partial anticipated redemption was made by the Issuer). The commencement and completion dates of the repayment of the Exchange-traded bonds of the BO-10/BO-11 series are the same.

Repayment of the Exchange-traded bonds of the BO-10/BO-11 series, as well as payment of yield against them is fulfilled by cash by means of non-cash settlement in the currency of the Russian Federation. If the date of repayment is a non-business day or a holiday - whether it is a public holiday or a non-business day for payment operations, - the due amount is paid on the first business day following a non-business day or a holiday. The Holder of the Exchange-traded bonds of the BO-10/BO-11 series is not eligible for claiming interest charge or any other compensation for such delay in payment.

The choice of the form of the repayment of the Exchange-traded bonds of the BO-10/BO-11 series by the holders is not provided.

The expenses related to the credit entries on transferring of the placed securities on the securities accounts in the depositary (implementing centralized custody of the Exchange-traded bonds of the BO-10/BO-11 series) of their former holders (acquirers) are incurred by the former holders of the Exchange-traded bonds of the BO-10/BO-11 series.

Eligibility of anticipated repayment of the Exchange-traded bonds of the BO-10/ BO-11 series is provided at the discretion of the Issuer and at the request of their holders.

The procedure and terms of anticipated repayment of the Exchange-traded bonds of the BO-10/BO-11 series at the request of their holders are specified by the Decision to issue securities and the Prospectus. Anticipated repayment of the Exchange-traded bonds of the BO-10/BO-11 series at the request of their holders is performed by cash by means of non-cash settlement in the currency of the Russian Federation.

The procedure and terms of anticipated repayment of the Exchange-traded bonds of the BO-10/BO-11 series at the discretion of the Issuer are specified by the Decision to issue securities and the Prospectus. Anticipated repayment of the Exchange-traded bonds of the BO-10/BO-11 series at the discretion of the Issuer is performed by cash by means of non-cash settlement in the currency of the Russian Federation."

The price of the placement of the Exchange-traded bonds of the BO-10/BO-11 series is fixed in the amount of 1,000 (One thousand) rubles for 1 (One) Exchange-traded bond (100% of the nominal value).

From the second day of the placement of the Exchange-traded bonds of the BO-10/ BO-11 series at the purchase and sale operation the buyer of the Exchange-traded bonds shall also pay the accumulated coupon yield against the Exchange-traded bonds calculated by the following formula:

ACI = Nom * C * ((T - T0) / 365 / 100%, where

ACI - accumulated coupon interest, rubles;

Nom - nominal value of one Bond, rubles;

С - amount of the interest rate of the 1st coupon in percent per annum (%);

T - current date of the Bonds placement;

T0 - commencement date of the Bonds placement.

The amount of the accumulated coupon yield per one Exchange-traded bond of the BO-10/BO-11 series is calculated with the accuracy to one kopeck (rounding of figures in calculation is carried out according to the mathematical rounding rules. In this respect, mathematical rounding rules are the rounding method whereby the value of the integral kopeck (integral kopecks) does not vary if the first figure following the rounded one is in the range from 0 to 4, and increases by one if the first figure following the rounded one is in the range from 5 to 9).

The Issuer of the Exchange-traded bonds of the BO-10/BO-11 series and the stock-exchange that has admitted them to the organized trading shall provide access to the information contained in the Prospectus to any related party regardless of the purpose of obtaining such information no later than the commencement date of the Exchange-traded bonds placement.

The report on the admission of the Exchange-traded bonds of the BO-10/BO-11 series to trading in the course of their placement and the procedure of access to the information, contained in the Decision to issue securities and the Prospectus, is published by the Issuer pursuant to the procedure and within the time limit specified in Clause 11 of the Decision to issue securities and in Clause 2.9 of the Prospectus.

The commencement date of placement of the Exchange-traded bonds of the BO-10/ BO-11 series is determined by the sole executive body of the Issuer following the admission of the Exchange-traded bonds to trading in the course of their placement. Information on the commencement date of placement of the Exchange-traded bonds of the BO-10/BO-11 series determined by the Issuer is published by the Issuer pursuant to the procedure and within the time limit specified in Clause 11 of the Decision to issue securities and in Clause 2.9 of the Prospectus. The commencement date of the Exchange-traded bonds placement is determined by the Issuer in accordance with the applicable federal legislation.

The Issuer informs the Stock-exchange and the NSD (National Settlement Depositary) of the determined commencement date of placement of the Exchange-traded bonds of the BO-10/BO-11 series no later than 5 (five) days prior to the commencement date of placement.

The commencement date of the Exchange-traded bonds placement may be changed by the decision of the sole executive body of the Issuer subject to the requirements for the procedure of the disclosure of information on the change of the commencement date of the Exchange-traded bonds placement, established in accordance with the legislation of the Russian Federation, the Decision to issue securities and the Prospectus.

If the Issuer adopts the decision to change the commencement date of placement of the Exchange-traded bonds of the BO-10/BO-11 series disclosed pursuant to the procedure and within the time limit specified in Clause 11 of the Decision to issue securities and in Clause 2.9 of the Prospectus, the Issuer shall publish the report on change of the commencement date of the Exchange-traded bonds placement pursuant to the procedure and within the time limit specified in Clause 11 of the Decision to issue securities and in Clause 2.9 of the Prospectus.

The Issuer informs the Stock-exchange of the change of the commencing date of placement no later than 1 (one) day prior to the corresponding date.

The commencement date of placement of the Exchange-traded bonds of the BO-10/ BO-11 series is the earliest date of the following dates:

a) the 3rd (Third) business day from the commencement date of the Exchange-traded bonds placement;

b) the date of placement of the last Exchange-traded bond.

The term of the Exchange-traded bonds placement may not exceed 1 (One) month from the commencement date of the Exchange-traded bonds placement.

The preemptive right to acquire the placed securities is not provided.

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.

Items 12, 13 on the agenda:

"To approve the Decision to issue securities of the open joint-stock company "Magnit" - non-convertible interest-bearing certified exchange-traded bonds of the BO-10/BO-11 series to the bearer with the obligatory centralized custody in the amount of 10,000,000 (Ten million) bonds of each series of the nominal value of 1,000 (One thousand) rubles each with the total nominal value of 10,000,000,000 (Ten billion) rubles each series with the repayment period on the 1,820th (One thousand eight hundred and twentieth) day from the commencement date of the placement of the Exchange-traded bonds of the BO-10/ BO-11 series in the form of public subscription eligible for anticipated repayment at the request of holders and at the discretion of the Issuer."

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 14 on the agenda:

"To approve the Prospectus of securities of the open joint-stock company "Magnit":

non-convertible interest-bearing certified exchange-traded bonds of the BO-10/ BO-11 series to the bearer with the obligatory centralized custody in the amount of 10,000,000 (Ten million) bonds of each series of the nominal value of 1,000 (One thousand) rubles each with the total nominal value of 10,000,000,000 (Ten billion) rubles each series with the repayment period on the 1,820th (One thousand eight hundred and twentieth) day from the commencement date of the placement of the Exchange-traded bonds of the BO-10/BO-11 series in the form of public subscription eligible for anticipated repayment at the request of holders and at the discretion of the Issuer."

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 15 on the agenda:

"To approve the major transaction (several associated transactions) with the following essentials:

Subject of the transaction:

placement by public subscription of non-convertible interest-bearing certified exchange-traded bonds of the BO-10, BO-11 series to the bearer with the obligatory centralized custody in the amount of 20,000,000 (Twenty million) bonds of the nominal value of 1,000 (One thousand) rubles each with the total nominal value of 20,000,000,000 (Twenty billion) rubles being placed in the form of public subscription at the price of 100 (hundred) percent of the nominal value of the Exchange-traded bonds which amounts to 1,000 (One thousand) rubles each with the repayment period on the 1,820th (One thousand eight hundred and twentieth) day from the commencement date of the placement of the Exchange-traded bonds of the corresponding series by cash by means of non-cash settlement in the currency of the Russian Federation, providing for the coupon yield payment in the amount determined in accordance with the Decision on securities issue and the Prospectus.

The price of the Exchange-traded bonds placement amounts to 100 (One hundred) percent of the nominal value.

Parties of the transaction:

- issuer of the Exchange-traded bonds - OJSC "Magnit",

- individuals and legal entities - acquirers of the Exchange-traded bonds of OJSC "Magnit".

Price of the transaction:

nominal value of the Exchange-traded bonds amounts to 20,000,000,000 (Twenty billion) rubles - in the aggregate cumulative with the coupon yield paid for the whole period of the floatation of the Exchange-traded bonds. The amount of the coupon yield is defined by OJSC "Magnit" pursuant to the terms and procedure stipulated by the Decision on securities issue and the Prospectus."

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 16 on the agenda:

"To recommend the sole executive body of OJSC "Magnit", which is the sole shareholder of JSC "Tander", to make the following decision at the realization of the voting right on shares owned by the Company":

"To pay dividends according to the results of the first quarter of 2013 financial year on the ordinary registered shares of JSC "Tander" in the amount of 1,700,000,000 (one billion seven hundred million) rubles which amounts to 0.17 rubles (zero rubles seventeen kopecks) per each ordinary share by means of funds transfer to the settlement account of the relevant shareholder within 60 days from the date of the decision to pay dividends".

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@gw.tander.ru               
                                                                               
                                        Office: +7-861-277-4554 x7600          
                                                                               
                                        Mobile: +7-961-511-7678                
                                                                               
                                        Direct Line: +7-861-277-4562           

Dina Svishcheva Deputy Director, 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:

Magnit is Russia's largest retailer. Founded in 1994 by Sergey Galitskiy, the
company is headquartered in the southern Russian city of Krasnodar. As of March
31, 2013, Magnit operates 18 distribution centers and over 7,000 stores (6,209
convenience, 153 hypermarkets, and 713 cosmetics) in more than1,600 cities and
towns throughout 7 federal regions of the Russian Federation.

In accordance with its audited IFRS consolidated financial statements for
year-end 2012, Magnit had revenues of $14.43 billion USD and an EBITDA of $1.52
billion USD. Magnit's local shares are traded on the Moscow Stock Exchange
(MICEX: 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 now Europe's 2nd largest retailer.



END

-0- Jun/26/2013 06:00 GMT

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