OJSC MAGNIT: BoD Meeting Results

Press-release 
Krasnodar 
August 12, 2014 
OJSC "Magnit" Announces the Results of the BOD Meeting 
Krasnodar, August 12, 2014: OJSC "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 August 12, 2014. 
Please be informed that on August 12, 2014 the BOD meeting was held (minutes of
the BOD meeting of OJSC "Magnit" are w/o No. of August 12, 2014). 
The meeting agenda: 
 1. Determination of the position of the OJSC "Magnit" representative at the 


    exercise of the voting right on the JSC "Tander" shares owned by the
    Company.


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 OJSC "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 decisionsand voting results: 
Item 1.1 on the agenda: 
"To recommend the sole executive body of OJSC "Magnit", which is the
shareholder of JSC "Tander" to make the following decision at the exercise of
the voting right on shares of JSC "Tander" owned by the Company: 
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Agreement on opening of the revolving credit line (hereinafter - the
"Credit agreement") by JSC "Tander" (hereinafter - the "Borrower") with Open
joint-stock company "Sberbank of Russia" (the Creditor), which the Borrower
plans to execute in future, related to acquisition, disposal and possible
direct or indirect company's disposal of the property, the cost of which
amounts to 5 and more per cent of the balance sheet value of assets of the
company, its subsidiaries, the principal company (in relation to which the
company is a subsidiary), as well as other subsidiaries of the principal
company (the "Group"), determined on the basis of the latest available IFRS
consolidated report of the Group, prepared in compliance with the International
Financial Reporting Standards with the following essentials: 
1. Total credit limit under the Credit agreement shall amount to not more than
15,000,000,000 (Fifteen billion) rubles; 
2. The credit shall be provided for the maximum of 3 (Three) years; 
3. Interest rate for the credit use including charges amounts to not more than
12% (twelve percent) per annum; 
4. Terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the Credit agreement; 
5. Obligations of the Borrower under the Credit agreement shall be secured by
the OJSC "Magnit" Guarantee. The Guarantor shall be fully liable to the
Creditor for non-fulfillment or improper fulfillment of obligations by the
Borrower under the Credit agreement, including principal amount of debt,
interest, penalties, losses caused to the Creditor by the non-fulfillment or
improper fulfillment of obligations subject to the terms and conditions of the
Credit agreement. 
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with
the right to sign the Credit agreement and additional agreements to it,
changing the terms and conditions of the Credit agreement, including but not
limited to the change of the interest rates, credit amounts and the term of the
credit provision within the meaning hereof." 
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 1.2 on the agenda: 
"To recommend the sole executive body of OJSC "Magnit", which is the
shareholder of JSC "Tander" to make the following decision at the exercise of
the voting right on shares of JSC "Tander" owned by the Company: 
"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Additional agreement to the Credit agreement №29-261/15/2651-10-KP of
September 30, 2010 (hereinafter - the "Credit agreement") by JSC "Tander"
(hereinafter - the "Borrower") with the Joint-stock commercial bank "Bank of
Moscow" (open joint-stock company), which the Borrower plans to execute in
future, related to acquisition, disposal and possible direct or indirect
company's disposal of the property, the cost of which amounts to 5 and more per
cent of the balance sheet value of assets of the company, its subsidiaries, the
principal company (in relation to which the company is a subsidiary), as well
as other subsidiaries of the principal company (the "Group"), determined on the
basis of the latest available IFRS consolidated report of the Group, prepared
in compliance with the International Financial Reporting Standards based on the
following essentials of the Credit agreement (including changes introduced by
the additional agreement): 
1. The Credit agreement shall reflect intentions of the Creditor and the
Borrower to execute credit transactions and regulate the approval procedure of
terms and conditions of the credit transactions; 
2. Maximum indebtedness of the Borrower under one-time credits provided within
the terms of the Credit agreement, shall amount to not more than 16,000,000,000
(Sixteen billion) rubles; 
3. Credits within the terms of the Credit agreement shall be provided for the
maximum of 90 (Ninety) days; 
4. Upon determination of the deadline of repayment of each credit, the whole
indebtedness under credits, provided within the terms of the Credit agreement,
shall be repaid in full not later than April 30, 2016; 
5. Interest rate for the credit use including charges amounts to not more than
14% (Fourteen percent) per annum; 
6. Terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the relevant credit transactions
executed on the basis of and within the terms of the Credit agreement. 
Hereby to provide V. Gordeychuk, Chief executive officer of JSC "Tander", with
the right to sign the Additional agreements determining the credit terms and
changing the terms and conditions of the Credit agreement, including but not
limited to the change of the interest rates, the change of the term of the
credit provision within the meaning hereof". 
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. 
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 June 30, 2014,
Magnit operated 24 distribution centers and over 8,600 stores (7,614
convenience, 226 hypermarkets, and 778 drogeries) in approximately 2,000 cities
and towns throughout 7 federal regions of the Russian Federation.

In accordance with the audited IFRS consolidated financial statements for 2013,
Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 million 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 one
of the largest retailers in Europe.



END

-0- Aug/12/2014 13:48 GMT


 
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