Press-release Krasnodar November 17, 2014 PJSC "Magnit" Announces the Results of the BOD Meeting Krasnodar, November 17, 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 November 17, 2014. Please be informed that on November 17, 2014 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of November 17, 2014). The meeting agenda: 1. Determination of the recommended price for major related party transactions to be approved by the EGM of PJSC "Magnit". 2. Determination of the form and the text of the voting ballots on the items to be considered at the EGM of PJSC "Magnit". 3. Determination of the position of the PJSC "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 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 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: "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 No013P3L 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 25 (Twenty five) 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 17.11.2014 (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 25 (Twenty five) 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 17.11.2014 (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 25 (Twenty five) 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 Company's balance sheet assets, determined in accordance with the data of its financial statements as of the last reporting date, but not more than 50 percent of the Company's balance sheet assets, determined in accordance with 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 1.2 on the agenda: "Due to the fact that the guarantee agreement, which Public joint-stock company "Magnit" (hereafter - "the Guarantor") plans to execute in future with Joint-stock commercial bank "Bank of Moscow" (open joint-stock company) - (hereafter - "the Credit agreement"), as security for obligations of Joint-stock company "Tander" (beneficiary) (hereafter - "the Borrower") to Joint-stock commercial bank "Bank of Moscow" (open joint-stock company) (hereafter - "the Creditor") under the Credit agreement No29-261/15/2651-10-KR as of September 30, 2010, in consideration of all additional agreements to it (hereafter - "the Credit agreement"), is a major related party transaction, the price (money value) 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 No 208-FZ "On joint-stock companies" to decide that the amount of obligations of the Guarantor and, subsequently, the price (money value) of the Guarantor'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 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 25% (Twenty five 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. Maximum price (amount) of the guarantee agreement: 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 the Credit agreement. The Guarantor shall be liable jointly with the Borrower at the request of the Creditor for repayment of the received credit (for reimbursement of the received monetary amount) under the Credit agreement in case of declaration of its invalidity or repayment of unreasonable gains upon the declaration of the Credit agreement not concluded in accordance with the procedure established by law. 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 Company's balance sheet assets, determined in accordance with the data of its financial statements as of the last reporting date, but not more than 50 percent of the Company's balance sheet assets, determined in accordance with 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 2 on the agenda: "To determine the form and the text of the voting ballots at the EGM previously scheduled for December 18, 2014". 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 3.1 on the agenda: "To recommend the Chief Executive Officer of PJSC "Magnit" who is the sole 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 on the change of the terms of the General agreement No29-15/1/358 of November 27, 2013 on the opening of the revolving framework facility with the graduated interest rate by JSC "Tander" (hereinafter - the "Borrower") with Open joint-stock company "Sberbank of Russia" represented by the branch - the South-Western bank of OJSC "Sberbank of Russia" (hereinafter - 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: - interest rate for the credit use amounts to not more than 25% (Twenty five percent) per annum. Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander" with the right to sign the additional agreements which determine the credit conditions and change the terms and conditions of the General agreement, including but not limited to the change of the interest rates, the change of the period of the credit provision". 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 3.2 on the agenda: "To recommend the Chief Executive Officer of PJSC "Magnit" who is the sole 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 on the change of the terms of the Credit agreement No0714-016 of March 24, 2014 on the opening of the credit line by JSC "Tander" (hereinafter - the "Borrower") with "Gazprombank" (open joint-stock company) (hereinafter - 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: - interest rate for the credit use amounts to not more than 25% (Twenty five percent) per annum. Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander" with the right to sign the additional agreements which determine the credit conditions and change the terms and conditions of the General agreement, including but not limited to the change of the interest rates, the change of the period of the credit provision". 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 3.3 on the agenda: "To recommend the Chief Executive Officer of PJSC "Magnit", who is the sole 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 No29-261/15/ 2651-10-КРof 30.09.2010 (hereinafter - Credit Agreement) by JSC "Tander" (hereinafter - the Borrower) with "The Bank of Moscow" Joint-Stock Commercial Bank (open joint-stock company) (hereinafter - 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 of the Credit Agreement (including changes, introduced by the additional agreement): 1. The Credit Agreement shall reflect the 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 entire 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 25 % (Twenty five per cent) 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, which determine the credit terms and change the terms and conditions of the Credit Agreement, including but not limited to the change of the interest rates, the change of the period of the credit provision within the limits hereof". 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 3.4 on the agenda: "To recommend the Chief Executive Officer of PJSC "Magnit" who is the sole 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 on the change of the terms of the Credit agreement No013P3L of April 29, 2014 on the opening of the revolving credit line in Russian rubles by JSC "Tander" (hereinafter - the "Borrower") with Open joint-stock company "ALFA BANK" (hereinafter - 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: - for each Credit use the Borrower pays the Creditor the interest rate determined by the corresponding additional agreement but not more than 25% (Twenty five percent) per annum. Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander" with the right to sign the additional agreements which determine the credit conditions and change the terms and conditions of the General agreement, including but not limited to the change of the interest rates, the change of the period of the credit provision". 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 3.5 on the agenda: "To recommend the Chief Executive Officer of PJSC "Magnit", who is the sole 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 two interrelated Credit Agreements on the opening of the revolving credit line by JSC "Tander" (hereinafter - the Borrower) with "ALFA BANK" open joint-stock company (hereinafter - 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: The Credit Agreement on the opening of the revolving credit line in Russian rubles (hereinafter - the Credit Agreement-1): 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 amounts to 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 Credits not later than expiration date 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. Interest rate: not more than 25 (Twenty five) per cent 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-1; 7. The Credit agreement-1 shall become effective from the day on which it is signed and shall remain in force until the parties fully fulfill their obligations under the Credit agreement-1; The Credit Agreement on the opening of the revolving credit line in Russian rubles (hereinafter - the Credit Agreement-2): 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 amounts to 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 Credits not later than expiration date 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. Interest rate: not more than 25 (Twenty five) per cent 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 day on which it is signed and shall remain in force until the parties fully fulfill their obligations under the Credit agreement-2; Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander", with the right to sign the Additional agreements, which determine the credit terms and change the terms and conditions of the Credit Agreements, including but not limited to the change of the interest rates, the change of the period of the credit provision". 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. 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 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.