OREANDA-NEWS. March 11, 2011. OJSC DIXY Group - one of the Russia's leading FMCG retailers - announces the results of the Extraordinary General Meeting of Shareholders.

The following resolutions were approved at the Extraordinary General Meeting of Shareholders held on March 10, 2011:

1.         To increase the authorized capital through additional share issue,

2.         To approve purchase of VICTORIA Group's ordinary registered uncertified shares as a large transaction,

3.         To approve the sale and purchase of VICTORIA Group's shares between the Company and Dixy Holding Ltd as a large transaction which is also an interested party transaction,

4.         To approve additional agreements to loan contracts entered between the Company and its subsidiaries as a large transaction (series of associated transactions) which is also an interested party transaction.

As for the first issue of the Meeting, it was decided to increase the authorized capital of DIXY Group from 860 000 rubles to 1 247 500 rubles by issuing additional 38 750 000 shares of 0.01 ruble par value.

The price of additional shares will be set by the Board of Directors after the preemptive rights period and will be the same for the preemptive right holders and third-party buyers.

The shares may be paid in cash to the bank account of the Company and also (for non-cash consideration) by ordinary registered uncertified shares of VICTORIA Group, the price of which will be estimated by the independent appraiser - RIGAL CONSULTING LLC.

The date of commencement of placement of additional shares will be determined by the Company management after the state registration of additional share issue and after the period for exercising preemptive right. The placement period will be determined by the Company's Board of Directors in the decision on issuance.

The second decision at the Shareholders Meeting related to the approval of the purchase of up to 100% of ordinary registered uncertified shares of VICTORIA Group (3 110 000 shares) as a large transaction. The value of the transaction is estimated at 25 600 000 000 (twenty five billion six hundred million) rubles including debt, cash and cash equivalents of VICTORIA Group. The part of the specified sum may be paid by ordinary shares of DIXY Group.

The third issue at the Shareholders Meeting was to approve a purchase by DIXY Group of up to 1 036 687 VICTORIA Group's ordinary registered uncertified shares (10 rubles par value) from Dixy Holding LTD (DIXY Group's majority shareholder) which cumulatively accounts for 33.3% of the charter capital as a large

transaction (which is also an interested-party transaction). The sum of the transaction may not exceed 6 675 146 000 rubles.

As for the final issue of the Shareholders Meeting, the company approved additional agreements to loan contracts entered between the Company and its subsidiaries for internal financing purposes as a large transaction (series of associated transactions) which is also an interested party transaction.