PJSC MAGNIT - BoD Meeting Results

Press-release

Krasnodar

November 26, 2015

PJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, November 26, 2015: PJSC "Magnit", Russia's largest food retailer (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announce the results of the BOD meeting held on November 25, 2015.

Please be informed that on November 25, 2015 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of November 25, 2015).

The meeting agenda:

1. Approval of the related party transaction.

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

   A. Aleksandrov, A. Zayonts, 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 participating in the meeting, including written opinions of
A. Aleksandrov, A. Zayonts 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 decisions and voting results:

Item 1 on the agenda:

"To approve the guarantee agreement (several associated guarantee agreements) which the Company (hereinafter - the Guarantor) plans to execute in future as the security for obligations of Limited Liability Company "Investstroy" (Taxpayer Identification Number: 2310141799) (beneficiary) (hereinafter - the Principal) to Commercial Bank "Kuban Credit" Limited Liability Company (hereinafter - the Bank) under the bank guarantee agreements (hereinafter jointly referred to as the Bank guarantee agreement), and which is the related party transaction with the following essentials:

1. The Guarantor shall be liable to the Bank for the fulfillment of all obligations by the Principal under the Bank guarantee agreement.

2. Essentials of the Bank guarantee agreement:

2.1. The Bank shall provide the irrevocable bank guarantee (hereinafter - the "Guarantee") to secure the obligations of the Principal to the Krasnodar Federal Tax Service Inspection No. 2 (Beneficiary) under the article 176.1. of the Tax Code of the Russian Federation to return to the budget the excessive value added tax amount received by the Principal (set off to the Principal) by means of application, and the Principal shall reimburse by means of recourse the amount paid to the Beneficiary by the Bank under the Guarantee and fulfill other obligations under the Bank guarantee agreement;

2.2. The Guarantee amount shall not exceed 500,000,000 (Five hundred million) rubles;

2.3. The Principal shall pay to the Bank:

- the fee for the processing of an application for the Guarantee in the amount of not more than 5,000 (Five thousand) rubles (including VAT),

- the Guarantee fee in the amount of not more than 3.5 (Three point five) percent of the Guarantee amount;

2.4. The period of validity of the Guarantee - not more than 365 (Three hundred and sixty five) days;

2.5. The Principal shall pay interest at the rate of not more than 25 (Twenty five) percent per annum of the amount of money paid by the Bank since the payment of the amount of money by the Bank under the Guarantee until the reimbursement of the monetary funds by the Principal.

3. The Guarantor shall be liable to the Bank to the same extent as the Principal for the full duly reimbursement by means of recourse of all the amounts paid by the Bank to the Beneficiary under the Guarantee, payment to the Bank of the guarantee fee and other payments, payment of penalties to the Bank under the Bank guarantee agreement, reimbursement of the expenses the Bank suffered while performing the obligations under the Guarantee, reimbursement of the legal fees on the debt collection and other losses caused by non-fulfillment or improper fulfillment of the obligations by the Principal.

4. Other terms and conditions, including the liability of the Guarantor for the non-fulfillment, improper fulfillment of obligations and the period of validity of the guarantee, shall be determined by the guarantee agreement.

The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under the guarantee agreement (several associated guarantee agreements), amounts to less than 2% of the book value of the Company's assets, determined by its accounting (financial) statements as of the last reporting date.

Hereby to provide the Chief Executive Officer of PJSC "Magnit" with the right to sign the additional agreements on the changes to the terms and conditions of the guarantee agreement (several associated guarantee agreements) due to the change of the terms and conditions of the Bank guarantee agreements, including but not limited to the Guarantee fee, the Guarantee amount and the term of the Guarantee provision within the limits hereof".

Votes were cast as follows:

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

The decision was made.

For further information, please contact:

Timothy Post	Head of Investor Relations Email: [e-mail] Office: [phone] x 17600 Mobile: [phone] Direct Line: [phone]
Investor Relations Office	[e-mail] Direct Line: [phone] Website: ir.magnit.com/
Media Inquiries	Media Relations Department [e-mail]

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, 2015, Magnit operated 29 distribution centers and about 11,400 stores (9,246 convenience, 335 hypermarkets, and 1,807 drogerie stores) in 2,297 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the reviewed IFRS consolidated financial statements for 1H 2015, Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: 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.