OJSC MAGNIT - AGM Results (Full)

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Press-releaseKrasnodarJune 2, 2014OJSC "Magnit" Announces AGM ResultsKrasnodar, June 2, 2014: OJSC "Magnit", Russia's largest food retailer (the"Company"; MICEX and LSE: MGNT), announces the results of the Annual GeneralShareholders Meeting.Type of the general meeting (annual, extraordinary) - annual general shareholders meeting;Form of the general meeting - joint presence.Date, venue and time of the general meeting:Date of AGM: May 29, 2014.Venue: conference room, 3rd floor, 15/5 Solnechnaya street, Krasnodar, Russia.Time: registration - 10:00 am Moscow time, AGM - 11:00 am Moscow timeQuorum of AGM:Number of votes of shareholdersincluded into the list of persons entitled toparticipate in the general meeting:on the agenda item № 1 "Approval of the annual report, annual accounting(financial) reports of OJSC "Magnit". - 94,561,355 votes;on the agenda item № 2 "Profit (including payment (declaration) of dividends)and loss allocation of OJSC "Magnit" following 2013 financial year results" -94,561,355 votes;on the agenda item № 3 "Election of the Board of directors of OJSC "Magnit" -94,561,355 votes;on the agenda item № 4 "Election of the Revision commission of OJSC "Magnit" -94,561,355 votes;on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 94,561,355votes;on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" in accordancewith the IFRS" - 94,561,355 votes;on the agenda item № 7 "Election of the Counting commission" - 94,561,355votes;on the agenda item № 8 "Ratification of the Charter of OJSC "Magnit" in the newedition" - 94,561,355 votes;on the agenda item № 9 "Ratification of Regulations on the General shareholdersmeeting of OJSC "Magnit" in the new edition". - 94,561,355 votes.Number of votes of shareholders included into the list of persons entitled toparticipate in the general meeting and not interested in execution oftransactions by the company:on the agenda item № 10.1 "Approval of the major related party transactions" - 91,838,074 votes;on the agenda item № 10.2 "Approval of the major related party transactions" - 91,838,074 votes;on the agenda item № 10.3 "Approval of the major related party transactions" - 91,838,074 votes;on the agenda item № 10.4 "Approval of the major related party transactions" - 91,838,074 votes;on the agenda item № 11.1 "Approval of the related party transactions" - 91,838,074 votes;on the agenda item № 11.2 "Approval of the related party transactions" - 91,838,074 votes;on the agenda item № 11.3 "Approval of the related party transactions" - 91,838,074 votes;on the agenda item № 11.4 "Approval of the related party transactions" - 91,838,074 votes;on the agenda item № 11.5 "Approval of the related party transactions" - 91,838,074 votes.Number of votesof shareholders participated in general meeting:on the agenda item № 1 "Approval of the annual report, annual accounting(financial) reports of OJSC "Magnit". - 79,626,427 votes;on the agenda item № 2 "Profit (including payment (declaration) of dividends)and loss allocation of OJSC "Magnit" following 2013 financial year results" - 79,626,427 votes;on the agenda item № 3 "Election of the Board of directors of OJSC "Magnit" - 79,251,476 votes;554,760,332 - cumulative votes;on the agenda item № 4 "Election of the Revision commission of OJSC "Magnit" - 42,481,133 votes;on the agenda item № 5 "Approval of the auditor of OJSC "Magnit" - 79,623,607 votes;on the agenda item № 6 "Approval of the auditor of OJSC "Magnit" in accordancewith the IFRS" - 79,260,918 votes;on the agenda item № 7 "Election of the Counting commission" - 94,561,355 votes;on the agenda item № 8 "Ratification of the Charter of OJSC "Magnit" in the new edition" - 79,623,607 votes;on the agenda item № 9 "Ratification of Regulations on the General shareholdersmeeting of OJSC "Magnit" in the new edition". - 79,623,607 votes.Number of votes of shareholders participated in general meeting and notinterested in execution of transactions by the company:on the agenda item № 10.1 "Approval of the major related party transactions" - 76,568,876 votes;on the agenda item № 10.2 "Approval of the major related party transactions" - 76,568,876 votes;on the agenda item № 10.3 "Approval of the major related party transactions" - 76,568,876 votes;on the agenda item № 10.4 "Approval of the major related party transactions" - 76,568,876 votes;on the agenda item № 11.1 "Approval of the related party transactions" - 76,568,876 votes;on the agenda item № 11.2 "Approval of the related party transactions" - 76,568,876 votes;on the agenda item № 11.3 "Approval of the related party transactions" - 76,568,427 votes;on the agenda item № 11.4 "Approval of the related party transactions" - 76,568,427 votes;on the agenda item № 11.5 "Approval of the related party transactions" - 76,568,876 votes.Quorum is present to adopt the decisions on all the agenda items of the annualgeneral shareholders meeting of OJSC "Magnit".Agenda:1. "Approval of the annual report, annual accounting (financial) reports ofOJSC "Magnit".2. "Profit (including payment (declaration) of dividends) and loss allocationof OJSC "Magnit" following 2013 financial year results".3. "Election of the Board of directors of OJSC "Magnit".4. "Election of the Revision commission of OJSC "Magnit".5. "Approval of the auditor of OJSC "Magnit".6. "Approval of the auditor of OJSC "Magnit" in accordance with the IFRS".7. "Election of the Counting commission of OJSC "Magnit".8. "Ratification of the Charter of OJSC "Magnit" in the new edition".9. "Ratification of Regulations on the General shareholders meeting of OJSC"Magnit" in the new edition".10. "Approval of the major related party transactions"11. "Approval of the related party transactions".Voting results:On the 1st agenda item" Approval of the annual report, annual accounting(financial) reports of OJSC "Magnit":«for» - 75,746,379 votes, which amounts to 95.1272% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 26,338 votes, which amounts to 0.0331% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 15,432 votes, which amounts to 0.0194% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the annual report of OJSC "Magnit" for 2013 and annual accounting(financial) reports of OJSC "Magnit" for 2013".On the 2ndagenda item "Profit (including payment (declaration) of dividend) andloss allocation of OJSC "Magnit" following 2013 financial year results":«for» - 76,151,950 votes, which amounts to 95.6365% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 172 votes, which amounts to 0.0002% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 1,546 votes, which amounts to 0.0019% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the following allocation of OJSC "Magnit" profit according to 2013financial year results: 1. To pay dividends on ordinary registered shares of OJSC "Magnit" in the    amount of 8,430,144,798.25 rubles (Eight billion four hundred and thirty    million one hundred and forty four thousand seven hundred and ninety eight    rubles twenty five kopeks), which amounts to 89.15 rubles (Eighty nine    rubles fifteen kopeks) per one ordinary share. 1. To pay dividends as follows: a. To pay dividends in accordance with the procedure and within the time limit    established by the legislation of the Russian Federation. b. Payment of dividends shall be made in monetary funds with the involvement    of the Registrar of the Company - Open Joint-Stock Company "Obiedinennaya    Registratsionnaya Kompaniya" (Taxpayer Id. Number 7705108630, Principal    State Registration Number 1027700036540) as the entity rendering services    in dividend payment. c. . To secure the receipt of dividends, the shareholders of OJSC "Magnit"    shall update (in case of changes) their personal details and other    information relevant to the dividend payment in the register of    shareholders of OJSC "Magnit" or in the relevant depositary. d. To determine the following date as of which the shareholders are entitled    to receive dividends: June 13, 2014.2) To pay the following remuneration to the members of the Board of Directors:  * remuneration for participation in the Board in the amount determined by the    Regulations on the Board of directors of OJSC "Magnit".Not to pay the year-end remuneration.3) Not to pay remuneration to the members of the Revision Commission of theCompany;4) Not to pay year-end remuneration to the members of the Management Board ofthe Company;5) To direct the unallocated net profit at the development of the Company".On the 3rdagenda item "Election of the Board of directors of OJSC "Magnit":«for» - 535,567,340 votes, which amounts to 96.5403% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 1,509,627 votes, which amounts to 0.2721% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 51,249 votes, which amounts to 0.0092% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Votes cast «for» the election of the corresponding candidate is as follows:Andrey Arutyunyan - 52,333,101 votes;Sergey Galitskiy - 58,165,374 votes;Alexander Zayonts - 174,160,829 votes;Alexey Makhnev - 63,596,254 votes;Khachatur Pombukhchan - 65,936,597 votes;Alexey Pshenichniy - 58,179,234 votes;Aslan Shkhachemukov - 52,226,471 votes.Adopted decision:"To elect the following seven candidates to the Board of directors of OJSC"Magnit":Andrey Arutyunyan;Alexander Zayonts;Sergey Galitskiy;Alexey Makhnev;Khachatur Pombukhchan;Alexey Pshenichniy;Aslan Shkhachemukov".On the 4thagenda item "Election of the Revisioncommission of OJSC "Magnit":«for» - 38,687,795 votes, which amounts to 91.0705% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 291,336 votes, which amounts to 0.6858% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 29,243 votes, which amounts to 0.0688% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To elect the following three candidates to the Revision commission of OJSC"Magnit":Roman Efimenko;Angela Udovichenko;Denis Fedotov".On the 5thagenda item "Approval of the auditor of OJSC "Magnit"«for» - 74,948,230 votes, which amounts to 94.5589% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 271,266 votes, which amounts to 0.3422% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 568,663 votes, which amounts to 0.7175% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the Limited Liability Company Audit firm "Faber Lex" (Taxpayer Id.Number 2308052975), legal address: 144/2 Krasnykh Partizan street, Krasnodar,Krasnodar region, Russian Federation, as the auditor of OJSC "Magnit" inaccordance with the Russian accounting standards".On the 6thagenda item "Approval of the auditor of OJSC "Magnit" in accordancewith the IFRS":«for» - 74,948,349 votes, which amounts to 94.5590% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 271,266 votes, which amounts to 0.3422% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 568,544 votes, which amounts to 0.7173% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve Ernst&Young Limited Liability Company (Taxpayer Id. Number7709383532), legal address: bld.1, 77 Sadovnicheskaya embankment, Moscow,Russian Federation, as the auditor of OJSC "Magnit" in accordance with theIFRS".On the 7thagenda item "Election of the Counting commission":«for» - 75,696,350 votes, which amounts to 95.0677% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 172 votes, which amounts to 0.0002% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 91,637 votes, which amounts to 0.1151% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To authorize Open joint-stock company "Obiedinennaya registratsionnayakompaniya" (Taxpayer Id. Number 7705108630), acting on the basis of the licenseof the professional participant of the securities market in maintenance ofregister (license number: 10-000-1-00314 issued by the FFMS of Russia on March30, 2004, period of validity: without restriction on the period of validity),which maintains the register of shareholders of registered shares of OJSC"Magnit", to act as the Counting Commission".On the 8thagenda item "Ratification of the Charter of OJSC "Magnit" in the newedition":«for» - 74,313,548 votes, which amounts to 93.3310% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 344,319 votes, which amounts to 0.4324% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 1,492,981 votes, which amounts to 1.8750% of the total votes ofthe shareholders participated in the general meeting and entitled to vote onthis item.Adopted decision:"To ratify the Charter of OJSC "Magnit" in the new edition".On the 9thagenda item "Ratification of the Regulations on the Generalshareholders meeting of OJSC "Magnit"in the new edition":«for» - 74,313,556 votes, which amounts to 93.3311% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 344,319 votes, which amounts to 0.4324% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 1,492,973 votes, which amounts to 1.8750% of the total votes ofthe shareholders participated in the general meeting and entitled to vote onthis item.Adopted decision:"To ratify the Regulations on the General shareholder meeting of OJSC "Magnit"in the new edition".On the 10.1agenda item "Approval of the major related party transactions":«for» - 72,097,278 votes, which amounts to 78.5048% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 697,916 votes, which amounts to 0.7599% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 297,234 votes, which amounts to 0.3237% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the loan agreement (several associated loan agreements) which theCompany plans to execute in future with JSC "Tander" and which is the relatedparty transaction with the following essentials:1. parties of the transaction (transactions): the Lender - OJSC "Magnit", theBorrower - JSC "Tander";2. subject of the transaction (transactions): loan of funds;3. maximum price (amount) of the transaction (transactions): up to40,000,000,000 (Forty billion) rubles;4. loan interest rate: shall not exceed 12% (Twelve percent) per annum;5. deadline to fulfill the obligations under the transaction (transactions): upto 3 (Three) years from the date of the transaction execution (term forrepayment of the loan amount and accrued interest amount hereof by theBorrower).The price (estimated money value) of the Company's property that may bedirectly or indirectly disposed by the Company under the loan agreement(agreements) may amount to 25 (Twenty five) percent or more of the book valueof the Company's assets determined on the basis of the accounting statements asat the latest accounting date, but shall not exceed 50 (Fifty) percent of thebook value of the Company's assets determined on the basis of the accountingstatements as at the latest accounting date".On the 10.2 agenda item "Approval of the major related party transactions":«for» - 72,097,100 votes, which amounts to 78.5046% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 698,094 votes, which amounts to 0.7601% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 297,234 votes, which amounts to 0.3237% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements which are major related party transactionsand which the Company (hereafter - the Guarantor) plans to execute in future assecurity for obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to Open Joint-Stock Company "Sberbank of Russia" (OJSC "Sberbank ofRussia") (hereafter - the Creditor) under the agreements on revolving andnon-revolving lines of credit (hereafter - the Credit Agreements) with thefollowing essentials:1. total credit limit for all Credit Agreements, which the Borrower plans toexecute in future, amounts to not more than 25,000,000,000 (Twenty fivebillion) rubles;2. the credit is provided for the maximum of 3 (Three) years;3. interest rate for the credit use including bank charges shall be not morethan 12% (Twelve percent) per annum;4. terms, procedure of granting and repayment of the credit amounts, interestand other payments are determined by the relevant Credit Agreements;5. maximum price (amount) of the guarantee agreements: The Guarantor is fullyliable to the Creditor for non-fulfillment or improper fulfillment of theobligations by the Borrower under the Credit Agreements, including theprincipal amount of debt, interest, penalties, losses caused to the Creditor bythe non-fulfillment or improper fulfillment of the Credit Agreements.The price (estimated money value) of the Company's property that may bedirectly or indirectly disposed by the Company under the guarantee agreementsmay amount to 25 (Twenty five) percent or more of the book value of theCompany's assets determined on the basis of the accounting statements as at thelatest accounting date, but shall not exceed 50 (Fifty) percent of the bookvalue of the Company's assets determined on the basis of the accountingstatements as at the latest accounting date".On the 10.3 agenda item "Approval of the major related party transactions":«for» - 72,097,014 votes, which amounts to 78.5045% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 698,194 votes, which amounts to 0.7602% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 300,909 votes, which amounts to 0.3277% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve conclusion of the guarantee agreements by the Company (hereafter -the Guarantor) with Open Joint-Stock Company "ALFA BANK" (hereafter - theCreditor):- as securing of performance by JSC "Tander" (hereafter - the Borrower) of itsobligations under credit agreements for opening of revolving lines of credit inRussian rubles (hereafter - the Credit Agreements) concluded on the followingterms and conditions:1. the Creditor shall provide the Borrower with funds in Russian rubles(hereafter - the Credits) in the form of revolving lines of credit (hereafter -the Credit lines);2. within the Credit lines the Borrower may receive Credits, under which themaximum amount of aggregate debt on any day of the validity period of theCredit lines shall not exceed 14,000,000,000 (Fourteen billion) rubles("Indebtedness limit");3. the validity period of each Credit line shall not exceed 51 (Fifty one)months, the Borrower shall repay all received Credits not later than on theexpiration date of the corresponding Credit line;4. credits within the validity period of each Credit line shall be provided forthe maximum of 36 (Thirty six) months;5. interest rate shall not exceed 15 (Fifteen) percent per annum;6. terms and procedure of granting and repayment of credit amounts (includingthe amount of any remuneration paid by the Borrower to the Creditor) aredetermined by the Credit Agreements;7. maximum price (amount) of the guarantee agreements: The Guarantor is fullyliable to the Creditor for non-fulfillment or improper fulfillment of theobligations by the Borrower under the Credit Agreements, including theprincipal amount of debt, interest, penalties, losses caused to the Creditor bythe non-fulfillment or improper fulfillment of the Credit Agreements;- and as securing of performance by the Borrower of its obligations in case ofinvalidity of the Credit Agreements, established by the final judgment, toreturn the funds received by the Borrower to the Creditor and to pay theinterest for the use of funds charged on the amount of the Borrower'sunreasonable gain.The price (estimated money value) of the Company's property that may bedirectly or indirectly disposed by the Company under the guarantee agreementsmay amount to 25 (Twenty five) percent or more of the book value of theCompany's assets determined on the basis of the accounting statements as at thelatest accounting date, but shall not exceed 50 (Fifty) percent of the bookvalue of the Company's assets determined on the basis of the accountingstatements as at the latest accounting date".On the 10.4agenda item "Approval of the major related party transactions":«for» - 72,097,123 votes, which amounts to 78.5046% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 698,085 votes, which amounts to 0.7601% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 300,909 votes, which amounts to 0.3277% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements which are major related party transactionsand which the Company (hereafter - the Guarantor) plans to execute in future assecurity for obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to Open Joint-Stock Company "Bank of Moscow" (hereafter - theCreditor) under the Credit Agreement no. 29-261/15/2651-10-KP dd. 30.09.2010(hereafter - the Credit Agreement) with the following essentials:1. total credit limit under the Credit Agreement amounts to not more than16,000,000,000 (Sixteen billion) rubles;2. the credit is provided for the maximum of 6 (Six) years;3. interest rate for the credit use including bank charges shall be not morethan 14% (Fourteen percent) per annum;4. terms, procedure of granting and repayment of the credit amounts, interestand other payments are determined by the relevant credit transactions, enteredinto on the basis of the Credit Agreement;5. maximum price (amount) of the guarantee agreements: The Guarantor is fullyliable to the Creditor for non-fulfillment or improper fulfillment of theobligations by the Borrower under the Credit Agreement, including the principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit Agreement.The price (estimated money value) of the Company's property that may bedirectly or indirectly disposed by the Company under the guarantee agreementsmay amount to 25 (Twenty five) percent or more of the book value of theCompany's assets determined on the basis of the accounting statements as at thelatest accounting date, but shall not exceed 50 (Fifty) percent of the bookvalue of the Company's assets determined on the basis of the accountingstatements as at the latest accounting date."On the 11.1 agenda item "Approval of the related party transactions":«for» - 72,786,135 votes, which amounts to 79.2549% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 9,072 votes, which amounts to 0.0099% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 300,910 votes, which amounts to 0.3277% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements which are related party transactions andwhich the Company (hereafter - the Guarantor) plans to execute in future assecurity for obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to Joint Stock Commercial Bank "ROSBANK" (Open Joint-Stock Company)(hereafter - the Creditor) under the agreements on revolving and non-revolvinglines of credit (hereafter - the Credit Agreements) with the followingessentials:1. the maximum amount of aggregate debt under the Credit Agreements shall notexceed 4,000,000,000 (Four billion) Russian rubles or the equivalent amount inUS Dollars or Euro at the rate of the Bank of Russia as of the date offinancing provision;2. the credit shall be provided in the form of individual credits within theCredit Agreements for the purpose of working capital financing and/or financingof current activities;3. the term of the Credit Agreements shall not exceed 13 (Thirteen) months fromthe date of signing of each Agreement;Each individual credit shall be provided for the period of not more than 13(Thirteen) months (inclusive) from the provision date of an individual credit;4. for the use of each credit the Borrower shall pay interest to the Creditorin the amount of 1 (one)-week or 2 (two)-weeks or 3 (three)-weeks or 1 (one)-month or 2 (two)-months or 3 (three)-months or 6 (six)-months or 9 (nine)-months or 12 (twelve)-months Mosprime interest rate / Fixed interest rate onRussian Rubles or EURIBOR / Fixed interest rate on Euro or LIBOR rate / Fixedinterest rate on US dollars;5. the interest period for rates on US Dollars, Euro and Russian Rubles may beequivalent to any calendar period up to 13 (Thirteen) months (inclusive) underthe agreement between the parties;The interest rate amount shall not exceed 12% (Twelve) percent per annum;6. the Creditor's obligations shall be secured partially through provision ofthe Company's guarantee;7. maximum price (amount) of the guarantee agreements: the total amount of theGuarantor's obligations shall not exceed 4,520,000,000 (Four billion fivehundred and twenty million) rubles; in case of the Guarantor's failure toexecute the claim within 5 (Five) bank days from the date of the claimacceptance the Guarantor shall pay a penalty to the Creditor in the amount of 3(Three) percent of the corresponding claim amount.The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its accountingstatements as at the latest accounting date.Hereby to authorize Galitskiy S., the Chief Executive Officer of OJSC "Magnit",to sign additional agreements on amendments of guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit)".On the 11.2 agenda item "Approval of the related party transactions":«for» - 72,786,020 votes, which amounts to 79.2547% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 9,181 votes, which amounts to 0.0100% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 300,916 votes, which amounts to 0.3277% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements, which are related party transactions andwhich the Company (hereafter - the Guarantor) plans to execute in future assecurity for the obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to Joint-Stock Commercial Bank "Absolut Bank" (Open Joint-StockCompany) (hereafter - the Creditor) under the Agreement no.133-ВКЛ/КРД-13 dd.23.10.2013 on "Revolving Line of Credit" credit arrangement (hereafter - theCredit Agreement) on the basis of the following essentials:1. the Creditor shall provide the Borrower with credit based on the CreditAgreement for financing of current activities and/or expansion of the retailnetwork, including purchase of movable and real property, intangible assets,and/or for financing of expenditures for capital repairs, technicalre-equipment (modernization), with the total limit of not more than3,200,000,000 (Three billion two hundred million) rubles, and the Borrowershall pay the received credit back to the Creditor in accordance with the termsand conditions of the Credit Agreement;2. the credit shall be provided for the period of up to 12 (Twelve) months;3. interest rate for the credit use including bank charges amounts to not morethan 22% (Twenty two percent) per annum;4. conditions and procedure of granting and repayment of the credit amounts,interest and other payments shall be determined by the Credit Agreement;5. the Creditor's obligations shall be secured partially through provision ofthe Company's guarantee;6. the aggregate amount of the Guarantor's obligations from the providedsecurity on any day of the validity of the Credit Agreement cannot exceed4,000,000,000 (Four billion) rubles.The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its accountingstatements as at the latest accounting date.Hereby to authorize Galitskiy S., the Chief Executive Officer of OJSC "Magnit",to sign additional agreements on amendments of guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit)".On the 11.3 agenda item "Approval of the related party transactions":«for» - 72,833,678 votes, which amounts to 79.3066% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 9,187 votes, which amounts to 0.0100% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 252,789 votes, which amounts to 0.2753% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements, which are related party transactions andwhich the Company (hereafter - the Guarantor) plans to execute in future assecurity for the obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to Joint-Stock Commercial Bank "Absolut Bank" (Open Joint-StockCompany) (hereafter - the Creditor) under the agreements on revolving andnon-revolving lines of credit (hereafter - the Credit Agreements) on the basisof the following essentials:1. the Creditor shall provide the Borrower with credit based on the CreditAgreements for financing of current activities and/or expansion of the retailnetwork, including purchase of movable and real property, intangible assets,and/or for financing of expenditures for capital repairs, technicalre-equipment (modernization), with the total limit of not more than3,200,000,000 (Three billion two hundred million) rubles, and the Borrowershall pay the received credit back to the Creditor in accordance with the termsand conditions of the Credit Agreements;2. the credit shall be provided for the period of up to 12 (Twelve) months;3. interest rate for the credit use including bank charges amounts to not morethan 22% (Twenty two percent) per annum;4. conditions and procedure of granting and repayment of the credit amounts,interest and other payments shall be determined by the corresponding CreditAgreements;5. the Creditor's obligations shall be secured partially through provision ofthe Company's guarantee;6. the aggregate amount of the Guarantor's obligations from the providedsecurity on any day of the validity of the Credit Agreements cannot exceed4,000,000,000 (Four billion) rubles.The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its accountingstatements as at the latest accounting date.Hereby to authorize Galitskiy S., the Chief Executive Officer of OJSC "Magnit",to sign additional agreements on amendments of guarantee agreements related tochanges of Credit Agreements terms (including but not limited to change ofinterest rates, credit currency, term of credit)".On the 11.4 agenda item "Approval of the related party transactions":«for» - 72,833,825 votes, which amounts to 79.3068% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 9,046 votes, which amounts to 0.0098% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 252,783 votes, which amounts to 0.2752% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements, which are related party transactions andwhich the Company (hereafter - the Guarantor) plans to execute in future assecurity for the obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to Open Joint-Stock Company "Russian Agricultural Bank" (hereafter -the Creditor) under the agreements on revolving and non-revolving lines ofcredit (hereafter - the Credit Agreements) on the basis of the followingessentials:1. the Creditor shall provide the Borrower with credit based on the CreditAgreements for the purpose of working capital financing, with the total limitof not more than 5,000,000,000 (Five billion) rubles, and the Borrower shallpay the received credit back to the Creditor in accordance with the terms andconditions of the Credit Agreements;2. the credit shall be provided for the period of up to 12 (Twelve) months;3. interest rate for the credit use including bank charges amounts to not morethan 10% (Ten percent) per annum;4. conditions and procedure of granting and repayment of the credit amounts,interest and other payments shall be determined by the corresponding CreditAgreements;6. the aggregate amount of the Guarantor's obligations cannot exceed the wholescope of obligations of the Borrower to the Creditor, including the principalamount of debt, interest, penalties, losses caused to the Creditor by thenon-fulfillment or improper fulfillment of the Credit Agreements.The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its accountingstatements as at the latest accounting date.Hereby to authorize Galitskiy S., the Chief Executive Officer of OJSC "Magnit",to sign additional agreements on amendments of guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit)".On the 11.5 agenda item "Approval of the related party transactions":«for» - 72,834,264 votes, which amounts to 79.3073% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«against» - 9,056 votes, which amounts to 0.0099% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem;«abstained» - 252,797 votes, which amounts to 0.2753% of the total votes of theshareholders participated in the general meeting and entitled to vote on thisitem.Adopted decision:"To approve the guarantee agreements, which are related party transactions andwhich the Company (hereafter - the Guarantor) plans to execute in future assecurity for the obligations of JSC "Tander" (beneficiary) (hereafter - theBorrower) to VTB Bank (Open Joint-Stock Company) (hereafter - the Creditor)under the agreements on revolving and non-revolving lines of credit (hereafter- the Credit Agreements) on the basis of the following essentials:1. the Creditor shall provide the Borrower with credit based on the CreditAgreements for the purpose of working capital financing, with the total limitof not more than 10,000,000,000 (Ten billion) rubles, and the Borrower shallpay the received credit back to the Creditor in accordance with the terms andconditions of the Credit Agreements;2. the credit shall be provided for the period of up to 5 (Five) years;3. interest rate for the credit use including bank charges amounts to not morethan 12% (Twelve percent) per annum;4. conditions and procedure of granting and repayment of the credit amounts(including the amount of any remuneration paid by the Borrower to theCreditor), interest and other payments shall be determined by the correspondingCredit Agreements;5. maximum price (amount) of the guarantee agreements: The Guarantor is fullyliable to the Creditor for non-fulfillment or improper fulfillment of theobligations by the Borrower under the Credit Agreements, including theprincipal amount of debt, interest, penalties, losses caused to the Creditor bythe non-fulfillment or improper fulfillment of the Credit Agreements.The price of the property, to the possible disposal of which the transactionsof guarantee are related, amounts to more than 2%, but not more than 25% of thebook value of the Company's assets, determined from the data of its accountingstatements as at the latest accounting date.Hereby to authorize Galitskiy S., the Chief Executive Officer of OJSC "Magnit",to sign additional agreements on amendments of guarantee agreements related tochanges of Credit Agreement terms (including but not limited to change ofinterest rates, credit currency, term of credit)".The minutes №w/n are executed as of May 30, 2014.For further information, please contact:Timothy Post                            Director, Investor Relations                                        Email: post@magnit.ru                                        Office: +7-861-277-4554 x 17600                                        Mobile: +7-961-511-7678                                        Direct Line: +7-861-277-4562Dina Svishcheva                         Deputy Director, Investor Relations                                        Email: Chistyak@magnit.ru                                        Office: +7-861-277-45-54 x 15101                                        Mobile: +7-961-511-0202                                        Direct Line: +7-861-277-4562Company description:Magnit is Russia's largest food retailer. Founded in 1994, the company isheadquartered in the southern Russian city of Krasnodar. As of March 31, 2014,Magnit operated 23 distribution centers and over 8,200 stores (7,341convenience, 215 hypermarkets, and 700 cosmetics) in more than 1,905 cities andtowns throughout 7 federal regions of the Russian Federation.In accordance with the audited IFRS consolidated financial statements for 2013,Magnit had revenues of $18,202 million USD and an EBITDA of $2,032 million USD.Magnit's local shares are traded on the Moscow Stock Exchange (MICEX: MGNT) andits GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit ratingfrom Standard & Poor's of BB. Measured by market capitalization, Magnit is oneof the largest retailers in Europe.