Magnit

Board/Management Information • Apr 18, 2018

MAGNIT PJSC (MGNT)

18-Apr-2018 / 17:08 CET/CEST

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Press Release Krasnodar April 18, 2018

Magnit Announces the Results of the BOD Meeting

Krasnodar, April 18, 2018: Magnit PJSC, one of Russia's leading retailers (the "Company", "Issuer"; MOEX and LSE: MGNT), is pleased to announcetheresults ofthe BODmeeting held onApril 18, 2018.

Please beinformed that the BODmeetingwas held today (minutes of the BODmeeting of PJSC "Magnit"are w/o No. of April 18, 2018).

The meeting agenda:

• 1. Preliminary approval of the PJSC "Magnit"annualreport.
• 1. Approval of the Report on therelated party transactionsexecuted by PJSC "Magnit"in 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 LLC "Alkotrading" shares in the chartercapital owned by the Company
• 1. Determination ofthe position ofthe PJSC "Magnit"representative at the exercise of the voting right on the LLC "Tandem"shares in the charter capital owned by the Company.
• 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. Reviewof results ofthe performanceevaluation ofPJSC "Magnit"Board ofDirectors .

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

A.Aleksandrov, D. Chenikov, K. Pombukhchan and A. Pshenichniy 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, K. Pombukhchan and A. Pshenichniy 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 1-7:

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 on the agenda:

"To preliminary approve the PJSC "Magnit"annual report for the year 2017 and submit it for consideration of the Generalshareholders meeting of the Company".

Item2 on the agenda:

"To approvethe Report on therelated party transactionsexecuted by PJSC "Magnit"in 2017".

Item3 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 decisions at theexercise ofthe voting right on shares in thechartercapital ofRetailImport LLC owned by the Company:

"1. To approvetheannualfinancialstatements ofRetailImport LLC for thefinancial year 2017.

1. To approve the Limited Liability Company Audit firm "Faber Leks" (Principal State Registration Number 1022301213197, Taxpayer Id. Number 2308052975, address: 144/2 Krasnykh Partizan, Krasnodar, 350049) as the auditor of Retail Import LLC for 2018 under the Russian accounting standards.

2. To determine the payment amount for the services of the audit of financial statements of Retail Import LLC for 2018 under the Russian accounting standards in theamount notexceeding 500,000 (Five hundred thousand) rublesexcludingVAT".

Item4 on the agenda:

"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of LLC "Alkotrading"to make the following decision at theexercise ofthe voting right on shares in thechartercapital ofLLC "Alkotrading"owned by the Company:

"To approvetheannualfinancialstatements ofLLC "Alkotrading"for thefinancial year 2017".

Item5 on the agenda:

"To recommend the sole executive body of PJSC "Magnit", which is the sole shareholder of LLC "Tandem"to make the following decision at the exercise ofthe voting right on shares in thechartercapital ofLLC "Tandem"owned by the Company:

"To approvetheannualfinancialstatements ofLLC "Tandem"for thefinancial year 2017".

Item6 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:

"To provide consent to major transaction to be executed in future between JSC "Tander"(hereinafter - the Borrower) and VTB Bank (Public Joint Stock Company) (hereinafter - the Creditor, the Bank) - the Additional agreement (Addendum) to the Credit agreement NoЦ.KВC-- 730750/2015/00024 as of December 31, 2015 (as amended under the Additionalagreement No.1 as of May 5, 2016) (hereinafter - the Credit agreement, theAgreement) under thefollowing essentialtermsand conditions:

1. maximumdebt limit under the Creditagreementshall notexceed 60,000,000,000 (Sixty billion) rubles;

2. 1. purpose ofthecredit line(theaggregateamount ofcredit transactions which the Borrower isentitled to obtain under the Creditagreement):
3. 2.1. financing ofthe ordinary course of business for the purpose ofworking capitalfinancing;
4. 2.2. financing ofthecurrent operationsand financing of operations stipulated in thecharter ofthe Borrower;
5. 2.3. financing ofthecash flowgaps;
6. 2.4. financing ofthe generalcorporate objectives;
7. 2.5.acquisition offinancialassets;
8. 2.6.acquisition, repair, modernization offixed assets;
9. 2.7. organization of newproduction line/businessactivity;
10. 2.8.construction (reconstruction) ofrealestatefor production/commercialactivities;
11. 2.9.acquisition ofrealestatefor production/commercialactivities;
12. 2.10. refinancing ofrealestateconstruction (reconstruction)costs for production/commercialactivities,
13. 2.11.acquisition ofsecurities issued by the Bank (including promissory notes with a maturity of not less than 180 days fromtheissue date);

2.12. settlement ofthe Borrower's liabilities to repay loans and borrowings obtained fromthe third parties (except for loans provided by the Bank) in respect ofthe borrowed funds used for the purposesauthorized by theAddendum;

1. the interest rate within the Credit line is determined according to the terms of the Credit agreement and shall not exceed 26 (twenty six) percent perannumforeach particular Credit transaction;

2. the Borrower shallrepay (return) thefullamount of the Credits on the date on 1825 (onethousand eight hundred twenty five)calendar days from the execution date ofthe Addendum. The Borrower shall repay (return) the Credits within 1825 (one thousand eight hundred and twenty five) calendar days fromtheexecution date oftheAddendumwithin the Credit line;

3. theterms, procedure of provision and repayment ofcreditamounts, interestand other payments shall be determined by the Creditagreement.

To provide hereof the chiefexecutive officer ofJSC "Tander"the right to sign additionalagreements which change the terms and conditions of the Creditagreement, including but not limited to the change ofthe interest rates, the creditamountand the termofthe credit provisionwithin the limits hereof".

Item7 on the agenda:

"To take into consideration the report of the HR and Remuneration Committee of the PJSC "Magnit" Board of Directors on the performance evaluation ofPJSC "Magnit"Board ofDirectors in 2017".

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 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.

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.: 5429

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