PJSC MAGNIT - BoD Meeting Results

Press-release

Krasnodar

February 5, 2016

PJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, February 5, 2016: 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 February 4, 2016.

Please be informed that on February 4, 2016 the BOD meeting was held (minutes of the BOD meeting of PJSC "Magnit" are w/o No. of February 4, 2016).

The meeting agenda:

1. Consideration of proposals for the nomination of candidates to the Board of directors of PJSC "Magnit" to be elected at the annual general shareholders meeting of PJSC "Magnit".

2. Consideration of proposals for the nomination of candidates to be elected as the auditor of PJSC "Magnit" at the annual general shareholders meeting of PJSC "Magnit".

3. Determination of PJSC "Magnit" business priorities.

4. 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.

5. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the Retail Import LLC shares in the charter capital owned by the Company.

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

   A. Zayonts, A. Aleksandrov 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. Zayonts, A. Aleksandrov 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.

Voting Results:

Items 1 - 5:

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

The decisions were made.

Content of the decisions and voting results:

Item 1.1-1.3 on the agenda:

"To include the following candidates on the list of candidates for voting at the election of the Board of Directors of PJSC "Magnit" at the annual general shareholders meeting held following the results of the 2015 reporting year:

Names of candidates	Nationality	Date of birth	Passport details
Aleksandr Aleksandrov	Russian Federation	22.11.1975	Information is not disclosed according to the Federal law "On Personal Data"
Alexander Zayonts	Russian Federation	10.01.1967	Information is not disclosed according to the Federal law "On Personal Data"
Alexey Pshenichniy	Russian Federation	23.02.1967	Information is not disclosed according to the Federal law "On Personal Data"
Aslan Shkhachemukov	Russian Federation	22.08.1962	Information is not disclosed according to the Federal law "On Personal Data"
Vladimir Gordeychuk	Russian Federation	15.08.1961	Information is not disclosed according to the Federal law "On Personal Data"
Khachatur Pombukhchan	Russian Federation	16.03.1974	Information is not disclosed according to the Federal law "On Personal Data"
Sergey Galitskiy	Russian Federation	14.08.1967	Information is not disclosed according to the Federal law "On Personal Data"

Item 2.1 on the agenda:

"To include the following candidate on the list of candidates for voting at the election of the auditor of PJSC "Magnit" in accordance with the Russian accounting standards at the annual general shareholders meeting held following the results of the 2015 reporting year:

Full company name of the candidate: Limited Liability Company Audit firm "Faber Leks";

State registration data: Principal State Registration Number 1022301213197, Taxpayer Id. Number 2308052975;

Location: 144/2 Krasnykh Partizan street, Krasnodar, 350049, Krasnodar region;

Contact numbers: [phone], 226-41-41;

Information on membership in the self-regulatory organization of auditors: LLC Audit firm "Faber Leks" is a member of the self-regulatory organization nonprofit partnership "The Moscow Audit Chamber" (Moscow Audit Chamber). LLC Audit firm "Faber Leks" has been included on the register of auditors and audit organizations of the Moscow Audit Chamber under the Principal Number of Registration Entry 10203002910".

Item 2.2 on the agenda:

"To include the following candidate on the list of candidates for voting at the election of the auditor of PJSC "Magnit" in accordance with IFRS at the annual general shareholders meeting held following the results of the 2015 reporting year:

Full company name of the candidate: "Ernst & Young" Limited Liability Company;

State registration data: Principal State Registration Number of the issuer 1027739707203, Taxpayer Id. Number 7709383532;

Location: bld. 1, 77 Sadovnicheskaya embankment, Moscow, 115035;

Contact numbers: 7495755 9700, 7495755 9701;

Information on membership in the self-regulatory organization of auditors: "Ernst & Young" LLC is a member of the self-regulatory organization of auditors "Audit Chamber of Russia" (Association) (ACR). "Ernst & Young" LLC has been included on the register of auditors and audit organizations of ACR under the Principal Number of Registration Entry 10201017420".

Item 3 on the agenda:

"To determine the PJSC "Magnit" business priorities by means of ratification of the Plans of financial and economic activity of the Company for the year 2016 and the first quarter of 2016".

Item 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 exercise of the voting right on JSC "Tander" shares owned by PJSC "Magnit":

"Under the clause 14.2 of the Charter of JSC "Tander" to approve the conclusion of the related agreements on the revolving and (or) non-revolving credit lines (hereinafter - the Credit agreements) by JSC "Tander" (hereinafter - the Borrower) with Public Joint Stock Company ROSBANK (hereinafter - the Creditor), related to acquisition, disposal and possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more percent 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 consolidated statements of the Group, prepared in compliance with the International Financial Reporting Standards with the following essentials:

1. The Creditor shall provide the Borrower with monetary funds in Russian rubles, in US dollars and in Euro;

2. The total credit limit for all Credit agreements shall not exceed 18,000,000,000 (Eighteen billion) rubles or shall be equivalent to this amount in US dollars or Euros at the exchange rate of the Bank of Russia as of the date of financing provision;

3. The credit shall be provided in the form of individual credits under the Credit agreements for the purpose of the working capital financing and/or financing of the current operations;

4. The term of the Credit agreements shall not exceed 12 (Twelve) months (inclusive) from the signing date of each Credit agreement;

5. Each individual credit shall be provided for the period not exceeding 12 (Twelve) months;

6. The interest rate for the credits use including charges shall not exceed 35 (Thirty five) percent per annum;

7. Terms, procedure of granting and repayment of the credit amounts, interest and other payments shall be determined by the relevant Credit agreements.

Hereby to provide the Chief Executive Officer of JSC "Tander" with the right to sign the additional agreements which change the terms and conditions of the Credit agreements, including but not limited to the change of the interest rates, the credit amount and the term of the credit provision within the limits hereof".

Item 5 on the agenda:

"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of Retail Import LLC, to make the following decision at the exercise of the voting right on shares in the charter capital of Retail Import LLC owned by the Company:

"To approve the future execution of the major transaction - the General bank guarantee agreement (hereinafter - the Agreement) by Retail Import LLC (hereinafter - the Principal) with VTB Bank (Public Joint Stock Company) (hereinafter - the Guarantor) with the following essentials:

1. The Agreement shall regulate legal relations between the parties in the issue/change of terms of the irrevocable bank guarantees in the Russian rubles (hereinafter - the Guarantee/Guarantees), in the reimbursement of the amounts paid by the Guarantor under the Guarantees, arising in case of the issue of the Guarantee, the change of the issued Guarantee terms under the terms and conditions specified in the Agreement, and in the fulfillment of obligations related to the issue of the Guarantees under the Agreement and the current legislation of the Russian Federation;

2. The maximum aggregate amount of the Guarantees shall not exceed 1,000,000,000 (One billion) rubles;

3. The period of the Guarantees issue under the Agreement - until May 1, 2016;

4. The validity period of the Guarantee shall not exceed 365 (Three hundred and thirty five) calendar days from the Date of the Guarantee issue (with consideration of the Guarantee Prolongation);

5. The Guarantees under the Agreement shall be issued for the purpose of security of obligations of the Principal on the use of the acquired excise stamps in accordance with their designated purpose under the Federal law No. 311-FZ "On Customs Regulation in the Russian Federation" as of November 27, 2010;

6. The Beneficiary - the Customs authorities of the Russian Federation;

7. The Principal shall pay remuneration to the Guarantor on each Guarantee every three months for the issue/increase/prolongation of the Guarantee in the amount not more than 5 percent per annum from the Guarantee amount, but not less than 250 US dollars for the three month period, as well as remuneration for the change of the Guarantee terms (except for the increase/prolongation) in the amount not exceeding 250 US dollars for each change;

8. The terms, procedure of the Guarantees issue, amount of liability of the Principal for the nonfulfillment and improper fulfillment of obligations shall be determined by the Agreement;

9. The Agreement shall come into effect from the date on which it is signed and remain in effect until all obligations under the Agreement are properly and fully performed by the Principal.

Hereby to provide the Chief Executive Officer of Retail Import LLC with the right to sign the additional agreements which change the terms and conditions of the Agreement, including but not limited to the change of the maximum amount of the Guarantees, the period of the Guarantees issue, the validity period of the Guarantees, the remuneration amounts within the limits hereof".

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 December 31, 2015, Magnit operated 33 distribution centers and about 12,089 stores (9,594 convenience, 374 hypermarkets, and 2,121 drogerie stores) in 2,361 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the unaudited IFRS management accounts for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 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.