Magnit

AGM Information • Mar 26, 2018

MAGNIT PJSC (MGNT)

26-March-2018 / 16:00 CET/CEST

Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

Press Release Krasnodar March 26, 2018

Magnit Announces the Results of the BOD Meeting

Krasnodar, March 26, 2018: Magnit PJSC, one of Russia's leading retailers (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announcetheresults ofthe BODmeeting held onMarch 23, 2018.

Please beinformed that onMarch 23, 2018 the BODmeetingwas held (minutes of the BODmeeting of PJSC "Magnit"are w/o No. of March 26, 2018).

The meeting agenda:

• 1. Consideration ofthe proposals for the nomination ofcandidates to the Board ofDirectors of PJSC "Magnit" to be elected at the extraordinary GeneralShareholders Meeting ofPJSC "Magnit".
• 1. Approval of the list ofcandidates to be elected to the Board ofDirectors of PJSC "Magnit' at the extraordinary General Shareholders Meeting ofthe Company.
• 1. Determination of the formand the text of the voting ballots on the items to be considered at the extraordinaryGeneral Shareholders Meeting of PJSC "Magnit".
• 1. Approval of the position of the Board of Directors of PJSC "Magnit" on issues of the agenda extraordinary General Shareholders Meeting of the Company.
• 1. Determination ofPJSC "Magnit"business priorities.
• 1. Consideration oftheevaluation report on theefficiency oftheinternalcontroland risk managementsystemfor 2017.
• 1. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the Retail Import LLC shares in the chartercapital owned by the Company.
• 1. Determination of the position of the PJSC "Magnit" representative at the exercise of the voting right on the Tander JSC shares in the charter capital owned by the Company.

ThefollowingBODmembers were present:K. Pombukhchan, V. Gordeychuk, S. Galitskiy andA. Shkhachemukov.

A. Aleksandrov, D. Chenikov, and A. Pshenichniy provided their written opinions on theitems of the agenda of the BOD meeting of PJSC "Magnit".

The number ofthe BODmembers participating in the meeting, includingwritten opinions of

A.Aleksandrov, D. Chenikov,and A. Pshenichniy amounts to not less than half of the number of the BOD members determined by the Charter of the Company.

Quorumto hold the BODmeetingwith thisagendais present.

Voting Results:

Items 1-8:

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 to the list of nominees to Board of Directors of PJSC "Magnit" for voting at the extraordinary general shareholders meeting (EGM) to be held onApril 19, 2018:

• 1. TimothyDemchenko;
• 1. AlexeyMakhnev;
• 1. James Pat Simmons". [1]

Item1.2 on the agenda:

"To include the following candidates to the list of nominees to Board ofDirectors of PJSC "Magnit"for voting at the EGM to be held onApril 19, 2018:

• 1. PaulMichaelFoley;
• 1. Gregor WilliamMowat;
• 1. Ilya Sattarov;
• 1. Khachatur Pombukhchan;
• 1. Charles Emmitt Ryan". 1

Item1.3 on the agenda:

"To include the following candidates to the list of nominees to Board of Directors of PJSC "Magnit"for voting at the EGM to be held onApril 19, 2018:

• 1. OlegZherebtsov;
• 1. EvgenyKuznetsov;
• 1. Alexander Prysyazhnyuk;
• 1. Alexander Shevchuk". 1

Item2 on the agenda:

"To approvethefollowing list of nominees to the Board ofDirectors ofPJSC "Magnit"forelection at the EGM:

• 1. Gregor WilliamMowat;
• 1. TimothyDemchenko;
• 1. James Pat Simmons;
• 1. AlexeyMakhnev;
• 1. PaulMichaelFoley;
• 1. Khachatur Pombukhchan;
• 1. Ilya Sattarov;
• 1. Charles Emmitt Ryan
• 1. OlegZherebtsov;
• 1. EvegenyKuznetsov;
• 1. Alexander Prysyazhnyuk;
• 1. Alexander Shevchuk". 1

Item3 on the agenda:

"To approve the form and the text of the voting ballots on agenda items which shall be considered at the EGM of PJSC "Magnit",as wellas formulations of decisions on the EGM agenda items of PJSC "Magnit", which shall be sent in electronic form (in the form of electronic documents) to nominee shareholders registered in the register of shareholders of PJSC "Magnit"at the PJSC "Magnit" EGM on the agenda items".

Item4 on the agenda:

"To approvethe position ofthe Board ofDirectors on agendaitems ofPJSC "Magnit"EGM".

Item5 on the agenda:

"To approve business priorities ofPJSC "Magnit"by ratifying the Business Plan ofthe Company for 2018".

Item6 on the agenda:

"To take into consideration the evaluation report on efficiency of internalcontroland risk management systemof PJSC "Magnit"and its subsidiaries for 2017. To approve evaluation results and proposed measures to improve the internalcontroland risk management systemof PJSC "Magnit"and its subsidiaries".

Item7.1 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 theexercise ofthe voting right on shares in thechartercapital ofRetailImport LLC owned by the Company:

"To provide consent to major transaction to be executed in future between Retail Import LLC (hereinafter - the Principal) and Public joint-stock company "Sberbank ofRussia"(hereinafter - the Guarantor) - bank guaranteeagreement (hereinafter - theAgreement) under thefollowing termsand

conditions:

• 1. The Guarantor shall undertake the obligation to provide the guaranteein the standard form approved by the Guarantor that the Principal fulfills obligations of the use of excise stamps for alcoholic products in line with their intended use (hereinafter - the Guarantees), and the Principalshall pay remuneration for provision ofeach guarantee.
• 1. Thetotalamount ofconcurrent Guarantees (hereinafter the Limit) during thetermoftheAgreement shall notexceed 400,000,000.00 (Four Hundred Million) rubles;
• 1. Thetermofthe Limitshall not belater than 01.01.2022.
• 1. ThetermofeachGuarantee, provided under the Limit, shall notexpirelater than thetermofthe Limit. Herewith, thetermofeachGuarantee shall belimited by fixed calendar date.
• 1. Beneficiary CustomsAuthorities ofthe Russian Federation.
• 1. Remuneration for the provision of the Guarantee shall be allocated on actualamount of the corresponding Guarantee in percent per annum for thecorresponding period. Theremuneration amount shall notexceed 10 (ten) percent perannum. Payment ofremuneration shall be made monthly on "26" date ofeach calendar month and on the date of the corresponding Guarantee expiry (inclusive), specified in the text of the Guarantee, bymonetary funds in thecurrency ofthe Russian Federation.
• 1. For involuntary deployment of funds by the Guarantor towards Principal's obligations to the Beneficiary, the Principalshall transfer payment to the Guarantor calculated as 10% (Ten) percent per annum of the effected payment amount under the corresponding Guarantee. The paymentshall be madeconcurrentlywith reimbursement ofthe payment under thecorrespondingGuarantee.
• 1. The terms and conditions, the procedure of the Guarantee provision, the amount of fee for the launch of the Guarantee, for changes to the terms and conditions of the Guarantee as wellas the amount of liability of the Client for failure to performor improper performance of its obligations shall be defined by theAgreement.

To provide hereofthe chiefexecutive officer ofRetailImport LLC the right to sign additionalagreements which change the terms and conditions of the Agreement, including but not limited to the change of the maximumpossible amount of the Guarantee, period of the Guarantees issue, termof Guarantees,amount offees within thelimits specified by theconsent hereof".

Item7.2 on the agenda:

"To recommend thesoleexecutive body of PJSC "Magnit"which is thesoleshareholder of RetailImport LLC, to makethefollowing decision at the exercise ofthe voting right on shares in thechartercapital ofRetailImport LLC owned by the Company:

"Retail Import LLC shall join National Association of Natural Resource Users (Primary State Registration Number 1177700009420, Tax IdentificationNumber 7702418433,address:floor 2, office 1,2, roomII, officea, building 2, 9 Kolokolnikov lane, Moscow, 107045)."

Item8 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:

"Joint-Stock Company "Tander"shall join NationalAssociation of Natural Resource Users (Primary State Registration Number 1177700009420, Tax IdentificationNumber 7702418433,address:floor 2, office 1,2, roomII, officea, building 2, 9 Kolokolnikov lane, Moscow, 107045)."

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

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 theaudited IFRS results for 2017, Magnit had revenues ofRUB 1,143 billion and an EBITDAofRUB 92 billion. Magnit's local shares are traded on the Moscow Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating fromStandard &Poor's ofBB. Measured bymarketcapitalization, Magnit is one ofthelargest retailers inEurope.

[1] Information is disclosed in accordance with the regulation of the Russian Federation on PersonalData.

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.: 5332

End ofAnnouncementEQS News Service