PJSC MAGNIT - BoD Meeting Results

Press-release

Krasnodar

December 16, 2014

PJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, December 16, 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 December 15, 2014.

Please be informed that on December 15, 2014 the BOD meeting was held (minutes
of the BOD meeting of PJSC "Magnit" are w/o No. of December 15, 2014).

The meeting agenda:

 1. Approval of the related party transaction.

 2. Approval of the additional agreement to the agreement with the person
    exercising the power of the sole executive body of PJSC "Magnit".

 3. Making of the decision to pay the bonus to the person exercising the power
    of the sole executive body of PJSC "Magnit" based on the results of 2014.

 4. Introduction (approval) of amendments to the Resolution authorizing
    issuance of non-convertible interest-bearing certified bonds of the 02
    series to the bearer with the obligatory centralized custody.

 5. Introduction (approval) of amendments to the Resolution authorizing
    issuance of non-convertible interest-bearing certified bonds of the 03
    series to the bearer with the obligatory centralized custody.

 6. Introduction (approval) of amendments to the Prospectus of non-convertible
    interest-bearing certified bonds of the 01, 02, 03 series to the bearer
    with the obligatory centralized custody in respect of non-convertible
    interest-bearing certified bonds of the 02, 03 series to the bearer with
    the obligatory centralized custody.

 7. 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 and A. Shkhachemukov.

S. Galitskiy, K. Pombukhchan, 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 S. Galitskiy,
K. Pombukhchan, 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 on the agenda:

"To approve the additional agreement to the guarantee agreement NoKRD/PR/039/14
of May 19, 2014, which the Company (hereinafter - Guarantee) executed with
Joint-stock commercial bank "ROSBANK" (open joint-stock company) as security
for obligation of Joint-stock company "Tander" (beneficiary) (hereinafter -
Borrower) to Joint-stock commercial bank "ROSBANK" (open joint-stock company)
(hereinafter - Creditor) under the Bank account agreement No0249018/RUB of
October 25, 2007 (together with the additional agreements) (hereinafter -
Agreement) which is the related party transaction based on the following terms
and conditions of the guarantee agreement including changes introduced by the
additional agreement:

 1. According to terms and conditions of the Agreement, the Creditor shall have
    the right but no obligation to extend credit of the Borrower's account
    within the maximum credit amount (Credit limit) set by the Agreement at any
    time during the period of validity of the Agreement. The credit extending
    shall be effected by means of the Creditor's execution of billing documents
    on transfer of sums from the Borrower's Account at insufficiency or lack of
    funds on it.

 2. Credit limit: 350,000,000 (Three hundred and fifty million) Russian rubles.

 3. Deadline of indebtedness continuity (payment period of each overdraft
    credit): 30 (Thirty) calendar days.

 4. The term of the Agreement shall be not more than (One) year.

 5. The Borrower shall pay interest to the Creditor in the amount of MosPrime
    OverNight rate increased by the Bank Margin (1.8% (One point eight) percent
    per annum). Interest rate (including the Bank margin) cannot exceed 25
    (Twenty five) percent per annum ("Maximum interest rate").

 6. Credit terms, procedure of credit providing and redemption of credit
    amounts, interest and other payments shall be determined by the Agreement.

 7. Limit price (amount) of the guarantee agreement: total amount of the
    Guarantee obligations under the Agreement cannot exceed 350,000,000 (Three
    hundred and fifty million) rubles.

The price of the property to the possible disposal of which the transaction is
related shall not exceed 2% of the balance sheet assets value of the company
determined on the basis of the accounting statement for the last reporting
date".

Votes 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 approve the additional agreement to the agreement with the sole executive
body of PJSC "Magnit" that is "Agreement of the parties No14 on the changes of
the terms and conditions of the Employment agreement determined by the parties
as of April 13, 2006", to authorize Khachatur Pombukhchan, chairman of the PJSC
"Magnit" Board of Directors to sign the specified agreement on behalf of the
Company".

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 on the agenda:

"To pay the bonus to the person exercising the power of the sole executive body
of the PJSC "Magnit" based on the results of 2014 in the amount recommended by
the Human Resources and Compensation Committee of the Board of Directors of
PJSC "Magnit" by December 25, 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 4 on the agenda:

"To make amendments to (approve) the Resolution authorizing issuance of
securities - non-convertible interest-bearing certified bonds of the 02 series
to the bearer with the obligatory centralized custody in the amount of
5,000,000 (Five million) bonds of the nominal value of 1,000 (One thousand)
rubles each with the total nominal value of 5,000,000,000 (Five billion) rubles
with the repayment period on the 1,092th (One thousand and ninety second) day
from the commencement date of placement of bonds in the form of public
subscription eligible for anticipated repayment at the request of holders and
at the discretion of the Issuer ratified by the Board of Directors of OJSC
"Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2012)".

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 5 on the agenda:

"To make amendments to (approve) the Resolution authorizing issuance of
securities - non-convertible interest-bearing certified bonds of the 03 series
to the bearer with the obligatory centralized custody in the amount of
5,000,000 (Five million) bonds of the nominal value of 1,000 (One thousand)
rubles each with the total nominal value of 5,000,000,000 (Five billion) rubles
with the repayment period on the 1,092th (One thousand and ninety second) day
from the commencement date of placement of bonds in the form of public
subscription eligible for anticipated repayment at the request of holders and
at the discretion of the Issuer ratified by the Board of Directors of OJSC
"Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2012)".

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 6 on the agenda:

"To make amendments to (approve) the Prospectus ratified by the Board of
Directors of OJSC "Magnit" on October 29, 2012 (Minutes w/o No. of 29.10.2012):

- non-convertible interest-bearing certified bonds of the 01 series to the
bearer with the obligatory centralized custody in the amount of 5,000,000 (five
million) bonds of the nominal value of 1,000 (one thousand) rubles each with
the total nominal value of 5,000,000,000 (five billion) rubles with the
repayment period on the 1,092th (One thousand and ninety second) day from the
commencement date of placement of bonds in the form of public subscription
eligible for anticipated repayment at the request of holders and at the
discretion of the Issuer;

- non-convertible interest-bearing certified bonds of the 02 series to the
bearer with the obligatory centralized custody in the amount of 5,000,000 (five
million) bonds of the nominal value of 1,000 (one thousand) rubles each with
the total nominal value of 5,000,000,000 (five billion) rubles with the
repayment period on the 1,092th (One thousand and ninety second) day from the
commencement date of placement of bonds in the form of public subscription
eligible for anticipated repayment at the request of holders and at the
discretion of the Issuer;

- non-convertible interest-bearing certified bonds of the 03 series to the
bearer with the obligatory centralized custody in the amount of 5,000,000 (five
million) bonds of the nominal value of 1,000 (one thousand) rubles each with
the total nominal value of 5,000,000,000 (five billion) rubles with the
repayment period on the 1,092th (One thousand and ninety second) day from the
commencement date of placement of bonds in the form of public subscription
eligible for anticipated repayment at the request of holders and at the
discretion of the Issuer;

in respect of non-convertible interest-bearing certified bonds of the 02, 03
series to the bearer with the obligatory centralized custody".

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 7.1 on the agenda:

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

"To determine that Vladimir Gordeychuk will be the member of the employee
incentive program of JSC "Tander" in 2014 in accordance with the Regulation on
the Incentive Program and Human Resources and Compensation Committee of the
Chief Executive Officer of JSC "Tander".

To approve the additional agreement to the agreement with the sole executive
body of JSC "Tander" that is "Additional agreement of the parties No23 on the
changes of the terms and conditions of the Employment agreement determined by
the parties as of June 28, 2006", to authorize Sergey Galitskiy, Chief
Executive Officer of PJSC "Magnit", to sign the specified agreement on behalf
of the Company".

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 7.2 on the agenda:

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

"To approve the additional agreement to the agreement with the sole executive
body of JSC "Tander" that is "Additional agreement of the parties No24 to the
Employment agreement as of June 28, 2006", to authorize Sergey Galitskiy, Chief
Executive Officer of PJSC "Magnit", to sign the specified agreement on behalf
of the Company".

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 7.3 on the agenda:

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

"Due to implementation of the employee incentive program of JSC "Tander" in
accordance with the Regulation on the Incentive Program and Human Resources and
Compensation Committee of the Chief Executive Officer of JSC "Tander" and in
accordance with the Additional agreement of the parties No22 as of December 12,
2013 on the addition of the terms and conditions of the employment agreement
determined by the parties as of June 28, 2006, with amendments due to the
implementation of the Employee incentive program of the Company between JSC
"Tander" and Vladimir Gordeychuk, Chief Executive Officer of JSC "Tander":

- To pay the bonus to Vladimir Gordeychuk based on the results of 2014 in the
amount recommended by the Human Resources and Compensation Committee of the
Board of Directors of PJSC "Magnit"".

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 7.4 on the agenda:

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

"To allocate part of the net profit of JSC "Tander" for the 9 months of 2014
financial year for dividend payment. To pay dividends on ordinary registered
shares of JSC "Tander" in the amount of 12,300,000,000 (twelve billion three
hundred million) rubles, which amounts to 1.23 rubles per one ordinary share.

To pay the dividends as follows.

- payment of dividends shall be executed in monetary funds pursuant to the
procedure and within the time limit established by the legislation of the
Russian Federation;

- to appoint the following date as of which the shareholders entitled to
receive dividends are determined: December 26, 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 7.5 on the agenda:

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

"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Agreements on the opening of the revolving and non-revolving credit line
(hereinafter - the Credit agreements) by JSC "Tander" (hereinafter - the
Borrower) with Open joint-stock company "Sberbank of Russia" represented by the
South-Western bank (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 for Credit agreements shall amount to not more than
24,000,000,000 (twenty four billion) rubles;

2. the credit under each Credit agreement shall be provided for the period of
not more than 3 (Three) years;

3. interest rate for the credit use under each Credit agreement shall amount to
not more than 25% (Twenty five percent) per annum;

4. terms, procedure of granting and repayment of the credit amounts, interest,
commission charges and other payments shall be determined by the Credit
agreements.

Hereby to provide the Chief Executive Officer of JSC "Tander" and other JSC
"Tander" representatives, authorized by the CEO, with the right to sign the
additional agreements to the Credit agreements, which change the terms and
conditions of the Credit Agreements, including but not limited to the change of
the interest rates, the change of the credit amount and 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 7.6 on the agenda:

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

"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion
of the Agreements on the opening of the revolving credit line (hereinafter -
the Credit agreement) by JSC "Tander" (hereinafter - the Borrower) with Open
joint-stock company "Russian Agricultural Bank" (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 for Credit agreements shall amount to not more than
10,000,000,000 (Ten billion) rubles;

2. the credit shall be provided for the period of not more than 3 (Three)
years;

3. interest rate for the credit use including charges shall amount to not more
than 25% (Twenty five percent) per annum;

4. terms, procedure of granting and repayment of the credit amounts, interest
and other payments shall be determined by the Credit agreements.

Hereby to provide V. Gordeychuk, Chief Executive Officer of JSC "Tander", with
the right to sign the Credit agreements and additional agreements thereto,
which change the terms and conditions of the Credit Agreements, including but
not limited to the change of the interest rates, the change of the credit
amount and 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.

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.