PJSC MAGNIT - BoD Meeting Results

Press-release

Krasnodar

October 30, 2014

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

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

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

The meeting agenda:

 1. Approval of recommendations to the general shareholders meeting of the
    Company on the dividend amount on PJSC "Magnit" shares following the 9
    months of 2014 financial year results, the procedure of its payment and the
    date as of which the shareholders entitled to receive dividends are
    determined.

 2. Calling of the extraordinary general shareholders meeting ("the EGM") of
    PJSC "Magnit".

 3. Determination of the form of holding of the EGM of PJSC "Magnit".

 4. Determination of the last date the voting ballots shall be accepted and the
    postal address to send the filled voting ballots.

 5. Determination of the date of making the list of shareholders entitled to
    participate in the EGM of PJSC "Magnit".

 6. Determination of the agenda of the EGM of PJSC "Magnit".

 7. Determination of the procedure of notification of shareholders of the
    holding of the EGM of PJSC "Magnit".

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

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

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

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

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

The number of the BOD members participated in the meeting, including written
opinions of A. Zayonts, A. Makhnev and A. Pshenichniy and amounts to not less
than half of the number of the BOD members determined by the Charter of the
Company.

Quorum to hold the BOD meeting with this agenda is present.

Content of the decisionsand voting results:

Item 1 on the agenda:

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

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

  * To pay dividends on PJSC "Magnit" ordinary registered shares following the
    results of the 9 months of 2014 financial year in the amount of
    14,379,945,254.85 rubles (Fourteen billion three hundred and seventy nine
    million nine hundred and forty five thousand two hundred and fifty four
    rubles eighty five kopecks), which amounts to 152.07 rubles (One hundred
    and fifty two rubles seven kopecks) per share;

  * Payment of dividends shall be executed in monetary funds;

  * To determine the following date as of which the shareholders entitled to
    receive dividends are determined: December 30, 2014;

  * Payment of dividends shall be executed pursuant to the procedure and within
    the time limit established by the legislation of the Russian Federation.

Votes were cast as follows:

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

The decision was made.

Item 2 on the agenda:

"To call the EGM of PJSC "Magnit".

Votes were cast as follows:

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

The decision was made.

Item 3 on the agenda:

"To hold the EGM in the form of absentee voting".

Votes were cast as follows:

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

The decision was made.

Item 4 on the agenda:

"To determine:

- the last date the voting ballots shall be accepted - December 18, 2014;

- the postal address to send the filled voting ballots: 15/5 Solnechnaya
street, Krasnodar, 350072, Russia".

Votes were cast as follows:

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

The decision was made.

Item 5 on the agenda:

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

Votes were cast as follows:

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

The decision was made.

Item 6 on the agenda:

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

1. "Payment of dividends on PJSC "Magnit" shares following the 9 months of 2014
financial year results".

2. "Approval of the major related party transactions".

Votes were cast as follows:

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

The decision was made.

Item 7 on the agenda

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

Votes were cast as follows:

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

The decision was made.

Item 8 on the agenda

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

- recommendations of the Board of Directors of the Company on the dividend
amount on PJSC "Magnit" shares following the 9 months of 2014 financial year
results, the procedure of its payment, and the date as of which the
shareholders entitled to receive dividends are determined;

- information on transactions to be approved by the EGM;

- draft decisions of the EGM on the agenda items.

To authorize the sole executive body to provide access to the above mentioned
information materials starting from November 27, 2014 on business days from 10:
00 AM to 5:00 PM (break from 12:00 PM to 1:00 PM) in PJSC "Magnit" headquarters
at the following address: 15/5 Solnechnaya street, Krasnodar, Russia, tel.
[phone] x 14992".

Votes were cast as follows:

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

The decision was made.

Item 9 on the agenda:

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

Votes were cast as follows:

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

The decision was made.

Item 10.1 on the agenda:

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

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

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
43,000,000,000 (Forty three billion) rubles;

4. loan interest rate: not more than 14% (Fourteen percent) per annum;

5. time limit for the fulfillment of obligations under the transaction
(transactions): up to 3 (Three) years from the time of its conclusion (the time
of repayment of the loan amount and interest).

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

Votes were cast as follows:

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

The decision was made.

Item 10.2 on the agenda:

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

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

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

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

1. the Creditor shall provide the Borrower with monetary funds in Russian
rubles (hereafter - "the Credits") in the form of the revolving credit line
(hereafter - "the Credit line"), and the Borrower shall repay the Credits and
pay the interest for the Credits use, and make other payments under the Credit
agreement-1 for the benefit of the Creditor pursuant to the procedure and
within the time limit established by the Credit agreement-1;

2. within the Credit line the Borrower shall be entitled to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 9,500,000,000 (Nine billion five hundred
million) rubles ("the Credit limit");

3. the term of the Credit line is set from 29.04.2014 to 24.04.2017. After the
expiration of the term of the Credit line the Credits shall not be provided to
the Borrower;

4. the Credits shall be provided under the concluded additional agreements to
the Credit agreement-1. The Credit currency shall be Russian rubles. The
Borrower shall repay all received Credits no later than the date of expiration
of the term of the Credit line (inclusive);

5. the Credits within the term of the Credit line shall be provided for not
more than 36 (Thirty six) months;

6. the Borrower shall pay to the Creditor the interest for the use of each
Credit at the rate established by the corresponding additional agreement but
not exceeding 15 (Fifteen) percent per annum;

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) shall be determined by the Credit agreement-1;

8. the Credit agreement-1 shall remain in force until the parties fully fulfill
their obligations under the Credit agreement-1;

9. The Borrower shall incur the following liability under the Credit
agreement-1:

- in case of the late repayment of the Credits the Creditor shall be entitled
to charge the Borrower a penalty in the amount of 0.10 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;

- in case of the late payment of interest the Creditor shall be entitled to
charge the Borrower a penalty in the amount of 0.10 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;

- in case of breach by the Borrower of obligations for maintenance of the
credit turnover under the terms and conditions of the Credit agreement-1, the
Creditor shall be entitled to demand from the Borrower to pay a penalty in the
amount of 0.20 % of the amount of outstanding obligations for maintenance of
the credit turnover, determined by the Creditor as the difference between the
amount of the credit turnover for the corresponding accounting period and the
actual amount of the credit turnover for the same accounting period;

- if the Borrower is not entitled for the advanced repayment of the Credit
(Credits) upon the advanced repayment of the Credit (in full or in part) at the
initiative of the Borrower, the Creditor shall be entitled to demand from the
Borrower to pay a penalty the amount of which shall be calculated on the basis
of the interest rate, applicable to the corresponding Credit as of the date of
the advanced repayment at the initiative of the Borrower, accrued on the amount
of the Credit repaid, for the period from the date of the advanced repayment to
the date, specified in the corresponding agreement, on which the Credit shall
have been repaid, and/or to the date, on which the Borrower shall be entitled
for the advanced repayment of the Credit, including this date;

10. in case if nonfulfillment by the Guarantor of any of the secured
obligations within 5 (Five) business days from the moment of receiving the
demand from the Creditor to the Guarantor, the Creditor shall be entitled to
charge the Guarantor a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate of the Bank of Russia effective on the day for which the
penalty is charged;

11. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for the non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement-1, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit agreement;

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

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

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

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

2. within the Credit line the Borrower shall be entitled to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 4,000,000,000 (Four billion) rubles ("the
Credit limit");

3. the term of the Credit line shall not exceed 51 (Fifty one) months, the
Borrower shall repay all received Credits no later than the date of expiration
of the term of the corresponding Credit line;

4. the Credits within the term of the Credit line shall be provided for not
more than 36 (Thirty six) months;

5. the interest rate: not more than 15 (Fifteen) percent per annum;

6. the terms and procedure of granting and repayment of the Credit amounts
(including the amount of any type of remuneration paid by the Borrower to the
Creditor) shall be determined by the Credit agreement-2;

7. the Credit agreement-2 shall become effective from the date on which it is
signed and shall remain in force until the parties fully fulfill their
obligations under the Credit agreement-2;

8. The Borrower shall incur the following liability under the Credit
agreement-2:

- in case of the late repayment of the Credits the Creditor shall be entitled
to charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;

- in case of the late payment of interest the Creditor shall be entitled to
charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;

- in case of breach by the Borrower of obligations for maintenance of the
credit turnover under the terms and conditions of the Credit agreement-2, the
Creditor shall be entitled to demand from the Borrower to pay a penalty in the
amount of 0.30 % of the amount of outstanding obligations for maintenance of
the credit turnover, determined by the Creditor as the difference between the
amount of the credit turnover for the corresponding accounting period and the
actual amount of the credit turnover for the same accounting period;

- if the Borrower is not entitled for the advanced repayment of the Credit
(Credits) upon the advanced repayment of the Credit (in full or in part) at the
initiative of the Borrower, the Creditor shall be entitled to demand from the
Borrower to pay a penalty the amount of which shall be calculated on the basis
of the interest rate, applicable to the corresponding Credit as of the date of
the advanced repayment at the initiative of the Borrower, accrued on the amount
of the Credit repaid, for the period from the date of the advanced repayment to
the date, specified in the corresponding agreement, on which the Credit shall
have been repaid, and/or to the date, on which the Borrower shall be entitled
for the advanced repayment of the Credit, including this date;

9. in case if nonfulfillment by the Guarantor of any of the secured obligations
within 5 (Five) business days from the moment of receiving the demand from the
Creditor to the Guarantor, the Creditor shall be entitled to charge the
Guarantor a penalty in the amount of 0.30 % of the amount of outstanding
obligations per each overdue day, but not lower than the dual refinancing rate
of the Bank of Russia effective on the day for which the penalty is charged;

10. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for the non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement-2, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit agreement-2;

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

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

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

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

2. within the Credit line the Borrower shall be entitled to receive Credits,
the maximum amount of aggregate debt on which on any day of the term of the
Credit line comprises not more than 7,000,000,000 (Seven billion) rubles ("the
Credit limit");

3. the term of the Credit line shall not exceed 51 (Fifty one) months, the
Borrower shall repay all received Credits no later than the date of expiration
of the term of the corresponding Credit line;

4. the Credits within the term of the Credit line shall be provided for not
more than 36 (Thirty six) months;

5. the interest rate: not more than 15 (Fifteen) percent per annum;

6. the terms and procedure of granting and repayment of the Credit amounts
(including the amount of any type of remuneration paid by the Borrower to the
Creditor) shall be determined by the Credit agreement-3;

7. the Credit agreement shall become effective from the date on which it is
signed and shall remain in force until the parties fully fulfill their
obligations under the Credit agreement-3;

8. The Borrower shall incur the following liability under the Credit
agreement-3:

- in case of the late repayment of the Credits the Creditor shall be entitled
to charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;

- in case of the late payment of interest the Creditor shall be entitled to
charge the Borrower a penalty in the amount of 0.20 % of the amount of
outstanding obligations per each overdue day, but not lower than the dual
refinancing rate effective on the day for which the penalty is charged;

- in case of breach by the Borrower of obligations for maintenance of the
credit turnover under the terms and conditions of the Credit agreement-3, the
Creditor shall be entitled to demand from the Borrower to pay a penalty in the
amount of 0.30 % of the amount of outstanding obligations for maintenance of
the credit turnover, determined by the Creditor as the difference between the
amount of the credit turnover for the corresponding accounting period and the
actual amount of the credit turnover for the same accounting period;

- if the Borrower is not entitled for the advanced repayment of the Credit
(Credits) upon the advanced repayment of the Credit (in full or in part) at the
initiative of the Borrower, the Creditor shall be entitled to demand from the
Borrower to pay a penalty the amount of which shall be calculated on the basis
of the interest rate, applicable to the corresponding Credit as of the date of
the advanced repayment at the initiative of the Borrower, accrued on the amount
of the Credit repaid, for the period from the date of the advanced repayment to
the date, specified in the corresponding agreement, on which the Credit shall
have been repaid, and/or to the date, on which the Borrower shall be entitled
for the advanced repayment of the Credit, including this date;

9. in case if nonfulfillment by the Guarantor of any of the secured obligations
within 5 (Five) business days from the moment of receiving the demand from the
Creditor to the Guarantor, the Creditor shall be entitled to charge the
Guarantor a penalty in the amount of 0.30 % of the amount of outstanding
obligations per each overdue day, but not lower than the dual refinancing rate
of the Bank of Russia effective on the day for which the penalty is charged;

10. maximum price (amount) of the guarantee agreement: The Guarantor shall be
fully liable to the Creditor for the non-fulfillment or improper fulfillment of
obligations by the Borrower under the Credit agreement-3, including the
principal amount of debt, interest, penalties, losses caused to the Creditor by
the non-fulfillment or improper fulfillment of the Credit agreement-3;

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

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

Votes were cast as follows:

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

The decision was made.

For further information, please contact:

Timothy Post                            Director, Investor Relations

                                        Email: [e-mail]

                                        Office: [phone] x 17600

                                        Mobile: [phone]

                                        Direct Line: [phone]

Dina Svishcheva                         Deputy Director, Investor Relations

                                        Email: [e-mail]

                                        Office: [phone] x 15101

                                        Mobile: [phone]

                                        Direct Line: [phone]

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 September 30,
2014, Magnit operated 25 distribution centers and over 9,020 stores (7,891
convenience, 243 hypermarkets, and 886 drogerie stores) in approximately 2,000
cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the reviewed IFRS consolidated financial statements for 1H
2014, Magnit had revenues of $9,979 million USD and an EBITDA of $1,045 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.