Magnit

AGM Information • Feb 5, 2018

MAGNIT PJSC (MGNT)

05-Feb-2018 / 14:45 CET/CEST Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

Press Release Krasnodar February 5, 2018

Magnit Announces the Results of the BOD Meeting

Krasnodar, February 5, 2018: Magnit PJSC, one of Russia's leading retailers (the"Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announcetheresults ofthe BODmeeting held on February 2, 2018.

Please beinformed that on February 2, 2018 the BODmeetingwas held (minutes of the BODmeeting of PJSC "Magnit"are w/o No. of February 5, 2018).

The meeting agenda:

• 1. Consideration ofthe proposals for the nomination ofcandidates to the Board ofDirectors of PJSC "Magnit' to be elected at the annualGeneral Shareholders Meeting ofPJSC "Magnit".
• 1. Making decisions forapproval oftheexecution ofmajor transactions.
• 1. Determination of the position of the PJSC "Magnit"representative at the exercise of the voting right on the JSC "Tander"shares in the charter capital owned by the Company.
• 1. Consideration of the report on the organization and functioning of the internal control and risk management systemof PJSC "Magnit"and its subsidiaries for 2017.

ThefollowingBODmembers were present:V. Gordeychuk, S. Galitskiy, A. Shkhachemukov.

A.Aleksandrov, D. Chenikov, A. Pshenichniy and K. Pombukhchan provided their written opinions on theitems of the agenda of the BODmeeting ofPJSC "Magnit".

The number ofthe BODmembers participating in the meeting, includingwritten opinions of A. Aleksandrov, D. Chenikov, A. Pshenichniy and K. Pombukhchan amounts to not less than half of the number of the BOD members determined by the Charter ofthe Company.

Quorumto hold the BODmeetingwith thisagendais present.

Voting Results:

Items 1-4:

V. Gordeychuk - "for", A. Aleksandrov - "for", S. Galitskiy - "for", D. Chenikov - "for", K. Pombukhchan - "for", A. Pshenichniy - "for", A. Shkhachemukov - "for". The decisions were made.

Content of the decisions:

Item1.1 on the agenda:

"To include the following candidates on the list ofcandidates for voting at the election of the Board of Directors of PJSC "Magnit"at the annual generalshareholders meeting held following theresults ofthe 2017 reporting year:

№	FullNames of Candidates	Citizenship	Date of Birth	Passport Details
1	Vladimir Gordeychuk	Information is not disclosed according to the Federal law"On PersonalData"
2	Alexey Pshenichniy	Information is not disclosed according to the Federal law"On PersonalData"
3	Dmitriy Chenikov	Information is not disclosed according to the Federal law"On PersonalData"
".

Item1.2 on the agenda:

"To include the following candidates on the list ofcandidates for voting at the election of the Board of Directors of PJSC "Magnit"at the annual generalshareholders meeting held following theresults ofthe 2017 reporting year:

№	FullNames of Candidates	Citizenship	Date of Birth	Passport Details
1	Khachatur Pombukhchan	Information is not disclosed according to the Federal law"On PersonalData"
2	AndreyArutyunyan	Information is not disclosed according to the Federal law"On PersonalData"
3	Sergey Galitskiy	Information is not disclosed according to the Federal law"On PersonalData"

".

Item2 on the agenda:

"To approvetheexecution of the major transaction - theloan agreement (severalrelated loan agreements), which the Company plans to execute in future with Joint-Stock Company "Tander"with thefollowing essentials:

1. Parties oftransaction (transactions):the Lender - PJSC "Magnit", the Borrower - JSC "Tander";

2. Subject oftransaction (transactions):loan ofmonetary funds;

3. Limit price(amount) oftransaction (transactions): notmorethan 55,000,000,000 (Fifty five billion) rubles;

4. Loan interest rate(perannum): not less than 75 (Seventy five) per cent of the key rate of the Bank of Russia (published on the official website ofthe Bank ofRussia(www.cbr.ru)as oftheloan issue date);

5. Time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years fromthe time of its execution (the time of repayment oftheloan amountand interest by the Borrower).

The price (money value) of the Company's property, which can be directly or indirectly disposed by the Company under theloan agreement (several related loan agreements), may amount to 25 and more per cent of the book value of the Company's assets , determined fromthe data of itsaccounting (financial) statements as of the last reporting date, but not more than 50 per cent of the book value of the Company's assets , determined fromthe data ofits accounting (financial) statementsas ofthelast reporting date.

Hereby to provide the Chief Executive Officer of PJSC "Magnit"with the right to sign the additional agreements to the loan agreement (several related loan agreements)changing theloan terms, including but not limited to the change of the interest rates, the loan amount and the termof the loan provisionwithin thelimits hereof".

Item3.1 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 ofthe voting right on shares in thechartercapital ofJSC "Tander"owned by the Company:

"According to the article 14.2 of the Charter of JSC "Tander" to approve execution by JSC "Tander"(hereinafter - the Borrower) o f the revolving/non-revolving credit facility agreement (hereinafter - the "Revolving Framework Credit Agreement (Agreements) and/or Revolving Framework General Credit Agreement (Agreements) with differentiated interest rates (hereinafter - "Agreements")) which the Borrower plans to execute in future with Public Joint-Stock Company "Sberbank of Russia"(hereinafter - the "Creditor") related to acquisition, disposaland 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 ofassets of the Company, its subsidiaries, the principal Company (in relation to which the Company is a subsidiary), as wellas 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 InternationalFinancialReporting Standards with thefollowing essentials:

1. Under the Agreements the Creditorand the Borrower shallexecuteindividualcredit transactions (hereinafter - "the Credit transactions") by signing the notes ofconfirmation containing essentials ofthe Credit transaction;

2. Thetotalamount of the credit limit under any of the Agreements, Credit agreements and Credit transactions shall not exceed 40,000,000,000 (Forty billion) rubles;

3. Thecredit limit termundereachAgreement shall notexceed 4 (Four) years;

4. Thecredit termunderanyCredit transaction and/or Creditagreementshall notexceed 12 (Twelve) months;

5. The interest rate for the credit use under any of the Agreements, Credit agreements and Credit transactions shall not exceed 30 (Thirty) percent perannum;

6. Theterms, procedure of granting and redemption ofthecreditamounts, interestsand other payments shall be determined by relevantAgreements, Creditagreementsand Credit transactions.

7. Credit objective:to financecurrent operations.

Hereby to provide the Chief Executive Officer of JSC "Tander" with the right to signAgreements, Credit Agreements and Credit Transactions as wellasadditionalagreements which changethetermsand conditions ofthe Agreements, Creditagreementsand Credit transactions, including but not limited to thechange oftheinterest rates, theloan amountand thetermoftheloan provisionwithin thelimits hereof".

Item3.2 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 ofthe voting right on shares in thechartercapital ofJSC "Tander"owned by the Company:

"According to thearticle 14.2. of the Charter of JSC "Tander"to approvetheexecution by JSC "Tander"(hereinafter - the Borrower) of the loan agreement (severalrelated loan agreements), which the Borrower plans to executein future with Public Joint-Stock Company "Magnit"(hereinafter - the Lender), related to acquisition, disposaland possible direct or indirect company's disposal of the property, the cost of which amounts to 5 and more percent ofthe balancesheet value ofassets ofthecompany, its subsidiaries, the principalcompany (in relation to which thecompany isa subsidiary), as well as other subsidiaries of the principal company (the "Group"), determined on the basis of the latest available consolidated statements ofthe Group, prepared in compliance with theInternationalFinancialReporting Standards with thefollowing essentials:

1. Parties oftransaction (transactions):the Lender - PJSC "Magnit", the Borrower - JSC "Tander";

2. Subject oftransaction (transactions):loan ofmonetary funds;

3. Limit price(amount) oftransaction (transactions): notmorethan 55,000,000,000 (Fifty five billion) rubles;

4. Loan interest rate (per annum): not more than 125 (One hundred and twenty five) per cent ofthe key rate ofthe Bank ofRussia ( published on the officialwebsite ofthe Bank ofRussia(www.cbr.ru)as oftheloan issue date);

5. Time limit for the fulfillment of obligations under the transaction (transactions): up to 3 (Three) years fromthe time of its execution (the time of repayment oftheloan amountand interest by the Borrower).

Hereby to provide the Chief Executive Officer of JSC "Tan der" with the right to sign additionalagreements to the loan agreement (several related loan agreements) changing the loan terms, including but not limited to the change of the interest rates, the loan amount and the term of the loan provisionwithin thelimits hereof".

Item4 on the agenda:

"Take under the report on the organization and functioning of the internalcontroland risk management systemof PJSC "Magnit"and its subsidiaries for 2017 in consideration".

Items of the agenda of PJSC "Magnit" Board of Directors are related to the exercise of rights on ordinary registered uncertified shares, state registration number 1-01-60525-P of 04.03.2004, InternationalStock IdentificationNumber (ISIN) RU000A0JKQU8.

Forfurtherinformation, please contact:

Timothy Post	Head ofInvestor Relations Email: post@magnit.ru Office:+7-861-277-4554 x 17600
Dina Svishcheva	DeputyDirector, Investor Relations Email:Chistyak@magnit.ru Office:+7-861-277-4554 x 15101
MediaInquiries	Media Relations Department press@magnit.ru

Company description:

Public Joint Stock Company "Magnit"is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city ofKrasnodar. As ofDecember 31, 2017, Magnit operated 37 distribution centers and 16,350 stores (12,125 convenience, 243 hypermarkets, 208 Magnit Family storesand 3,774 drogeriestores) in 2,709 citiesand towns throughout 7 federalregions ofthe Russian Federation.

In accordance with the unaudited IFRS management accounts for 2017, Magnit had revenues of RUB 1,143 billion and an EBITDA of RUB 92 billion. Magnit's localshares are traded on the Moscow Exchange (MOEX:MGNT) and its GDRs on the London Stock Exchange (LSE:MGNT) and it hasacredit rating fromStandard &Poor's ofBB. Measured bymarketcapitalization, Magnit is one ofthelargest retailers inEurope.

ISIN: US55953Q2021 Category Code: MSCU TIDM: MGNT LEICode: 2534009KKPTVL99W2Y12 OAM Categories:3.1.Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 5182