PJSC MAGNIT - BoD Meeting Results

Press-release

Krasnodar

December 23, 2014

PJSC "Magnit" Announces the Results of the BOD Meeting

Krasnodar, December 23, 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 22, 2014.

Please be informed that on December 22, 2014 the BOD meeting was held (minutes
of the BOD meeting of PJSC "Magnit" are w/o No. of December 22, 2014).

The meeting agenda:

 1. 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.

 2. 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 S. Galitskiy,
A. Shkhachemukov.

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
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 1.1 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
№29-15/1/358 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 35% (Thirty five
percent) per annum.

Hereby to provide Chief Executive Officer of JSC "Tander" or other JSC "Tander"
representatives authorized by the CEO with the right to sign the additional
agreements to the Credit agreement which change the terms and conditions of the
Credit agreement, including but not limited to the change of the interest
rates, credit amount and 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 1.2 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
№0714-016 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 35% (Thirty 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 Credit 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 1.3 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 №29-261/15/
2651-10-КР of 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
35 % (Thirty 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 1.4 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
№013P3L 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 35%
(Thirty 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 1.5 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 35 (Thirty 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 35 (Thirty 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.

Item 2 on the agenda:

"To approve the future execution of the major transaction - bank guarantee
agreement (hereinafter - the Agreement) between the Company and Open
joint-stock company "Sberbank of Russia" represented by the South-Western bank
(hereinafter - the Guarantor) with the following essentials:

1. The Guarantor shall undertake the obligation to provide the guarantees of
the Principal's (LLC "Retail Import") performance of obligations to the
Beneficiary (customs authorities) on the use of excise stamps in accordance
with their designated purpose in the form enclosed to the Agreement according
to the Federal law № 311-FZ "On Customs Regulation in the Russian Federation"
of November 27, 2010.

2. Throughout the term of the Agreement the total amount of the concurrent
guarantees (hereinafter - the Limit) shall not exceed 300,000,000 (Three
hundred million) rubles.

3. The validity period of the Limit shall not exceed 36 (Thirty six) months.

4. The Principal shall pay the fee per each guarantee in the amount of not more
than 4.5 (Four point five) percent per annum of the amount of each guarantee
for the effective guarantee period.

5. The Principal shall pay the Guarantor the fee for the enforced diversion of
the funds by the Guarantor towards obligations of the Principal to the
Beneficiary in the amount of not more than 35 (Thirty five) percent per annum
of the payment effected for the corresponding guarantee.

6. In case of the Principal's late performance of the payment obligations under
the Agreement, the Principal shall pay the fee in the amount not exceeding 70
(Seventy) percent per annum of the overdue amount for each day of delay".

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.

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