OREANDA-NEWS. OJSC "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 September 12, 2014.

Please be informed that on September 12, 2014 the BOD meeting was held (minutes of the BOD meeting of OJSC "Magnit" are w/o No. of September 12, 2014).

The meeting agenda:

Approval of the related party transactions.

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

Determination of the position of the OJSC "Magnit" representative at the exercise of the voting right on the JSC "Tander" shares owned by the Company.

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

A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy and provided their written opinions on the

items of the agenda of the BOD meeting of OJSC "Magnit".

The number of the BOD members participated in the meeting, including written opinions of A. Arutyunyan, A. Zayonts, A. Makhnev and A. Pshenichniy and 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 1.1 on the agenda:

"To approve the additional agreement to the real estate lease agreement N NvrF/638/12 of April 13, 2012, which the Company executed with JSC "Tander" and which is the related party transaction based on the following terms and conditions of the lease agreement including changes introduced by the additional agreement:

Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander".

Subject of the transaction: the Lessor shall provide the following real property to the Lessee for a fee for temporary possession and use:

non-residential building, with the total space of 293.8 sq.m., floor:1, cadastral number: 23:47:0113005:1046, located at the address: 62/2 Anapskoye shosse/Lunacharskogo str., Novorossiysk, Krasnodar krai, Russian Federation;

non-residential building, with the total space of 192.4 sq.m., floor:1, cadastral number: 23:47:0113005:1047, located at the address: 62/2 Anapskoye shosse/Lunacharskogo str., Novorossiysk, Krasnodar krai, Russian Federation;

non-residential building, with the total space of 326.9 sq.m., floor:1, cadastral number: 23:47:0113005:1048, located at the address: 62/2 Anapskoye shosse/Lunacharskogo str., Novorossiysk, Krasnodar krai, Russian Federation;

non-residential building, with the total space of 716.6 sq.m., floor:1, cadastral number: 23:47:0113005:1049, located at the address: 62/2 Anapskoye shosse/Lunacharskogo str., Novorossiysk, Krasnodar krai, Russian Federation.

Lease fee: 1,071,070 (One million seventy one thousand seventy) rubles 00 kopecks per month including VAT.

Lease period: 10 (Ten) years.

Terms and conditions of the Additional agreement shall be applied to relationship arising prior to the date of execution of the Additional agreement, that is from August 29, 2014.

The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period."

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. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made.

Item 1.2 on the agenda:

"To approve the additional agreement to the real estate lease agreement N GK/3086/12 of May 22, 2012, which the Company executed with JSC "Tander" and which is the related party transaction based on the following terms and conditions of the lease agreement including changes introduced by the additional agreement:

Parties of the transaction: Lessor - OJSC "Magnit", Lessee - JSC "Tander".

Subject of the transaction: the Lessor shall provide the following real property to the Lessee for a fee for temporary possession and use: single-floor non-residential building, with the total space of 575.2 sq.m., with manufacturing areas, located at the address: 52 Oktyabrskaya str., Dolzhanskaya village, Yeysky district, Krasnodar krai, Russian Federation;

Lease fee: 305,592 (Three hundred and five thousand five hundred and ninety two) rubles 00 kopecks per month including VAT.

Lease period: 10 (Ten) years.

Terms and conditions of the Additional agreement shall be applied to relationship arising prior to the date of execution of the Additional agreement, that is from April 25, 2014.

The price of the property to the possible disposal of which the transaction is related amounts to less than 2% of the book value of assets of the Company determined on the basis of the accounting statements for the latest accounting period."

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. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made.

Item 2.1 on the agenda:

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

"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:

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 annexed to the Agreement according to the Federal law N 311-FZ "On Customs Regulation in the Russian Federation" of November 27, 2010.

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.

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

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

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 15 (Fifteen) percent per annum of the payment effected for the corresponding guarantee.

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 22.5 (Twenty two point five) 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. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made.

Item 2.2 on the agenda:

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

"To approve the Bank guarantee agreement (hereinafter - the Agreement), which the Company plans to execute in future with Open joint-stock company "ALFA-BANK" (hereinafter - the Bank) and which is the major transaction with the following essentials:

The Bank shall issue the bank guarantees, hereinafter - the Guarantees, at the request of LLC "Retail Import" (hereinafter - the Principal) under the Agreement and additional agreements hereto, in accordance with which the Bank shall undertake the obligation to pay the monetary amount to the creditor of the Principal (beneficiary) according to the terms of the Guarantee at the written request of the Beneficiary.

The Limit of the Guarantees issuance (the Limit) - the maximum amount, which the Bank's aggregate obligation limit may account for on any day of the validity period of the Limit of the Guarantees issuance:

not more than 1,000,000,000.00 (One billion) rubles.

The validity period of the Limit of the Guarantees issuance: not later than April 24, 2017.

The validity period of a single Guarantee: shall not exceed the validity period of the Limit of the Guarantees issuance, and shall not exceed 12 (Twelve) months (inclusive).

Beneficiary of Guarantees: customs authorities.

Secured guarantee obligation: the Principal's proper performance of the obligation on the use of excise stamps in accordance with their designated purpose.

Fee for the guarantee issuance: not more than 4 % (Four) percent per annum of the limit of OJSC "ALFA-BANK" obligations under the Guarantee for its validity period, but not less than 40,000 (Forty thousand) rubles.

Penalties: 0.5 % (Zero point five) of the amount of the overdue indebtedness for each day of delay but not lower than the dual refinancing rate of the Bank of Russia, which is effective on the day for which penalties are charged.

The executed Agreement shall specify the term on the LLC "Retail Import" obligation to reimburse the amounts, paid by the Bank under all guarantees provided in accordance with the Agreement, to the Bank by way of recourse."

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan -"for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made.

Item 3 on the agenda:

"To recommend the sole executive body of OJSC "Magnit", which is the 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:

"To allocate part of the net profit of JSC "Tander" for the 6 months of 2014 financial year for dividend payment. To pay dividends on ordinary registered shares of JSC "Tander" in the amount of 15,800,000,000 (fifteen billion eight hundred million) rubles, which amounts to 1.58 rubles per one ordinary share.

To pay the dividends as follows.

payment of dividends shall be made in monetary funds in accordance with 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:

September 23, 2014."

Votes were cast as follows:

A. Arutyunyan - "for", S. Galitskiy - "for", A. Zayonts - "for", A. Makhnev - "for", K. Pombukhchan -"for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decision was made.