Magnit : announces a Tender Offer to shareholders by its subsidiary for Magnit’s ordinary shares

June 16, 2023

Krasnodar, Russia

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Tender Offer Memorandum dated 16 June 2023 (the ''Tender Offer Memorandum'') issued by LLC "Magnit Alyans" (the ''Purchaser"), available at a dedicated webpage: https://www.magnit.com/en/shareholders-and-investors/project/.

MAGNIT ANNOUNCES A TENDER OFFER TO SHAREHOLDERS BY ITS SUBSIDIARY FOR MAGNIT'S ORDINARY SHARES

• A tender offer for up to 10,191,135 of Magnit's shares announced to provide investors who wish to exit their investment in Magnit with liquidity
• Certain aspects of the Tender Offer were approved or set by, or determined by reference to the approval of, the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation (the
  "Government Commission")

Krasnodar, Russia (June 16, 2023): Magnit PJSC (MOEX: MGNT; Magnit, the Company), one of Russia's leading retailers, notifies that LLC "Magnit Alyans" (the "Purchaser"), a wholly owned subsidiary of Magnit, announces a tender offer, inviting certain holders of ordinary shares of the Company (ISIN: RU000A0JKQU8) (the "Shares") and, with respect to Shares held in the depositary bank's depositary receipt program custody account, JPMorgan Chase Bank N.A. (the "Shareholders"), to tender for cash up to 10,191,135 Shares, or up to 10% of Shares outstanding (the "Tender Offer").

The Tender Offer size has been determined based on an ongoing dialogue between the Company and its Shareholders as well as the Company's assessment of potential interest from such Shareholders.

The purchase price of RUB 2,215 per Share (the "Purchase Price") has been set in accordance with the approval of the Government Commission.

Background

On 16 June, 2023, Magnit assessed its capital market strategy and the Company's relationship with Shareholders. Further to a number of requests from international investors, it was decided to assess available routes to provide Shareholders with an opportunity to monetize their stakes in Magnit. As part of its evaluation, Magnit took into account, among other things, the following considerations:

• the fact that restrictive measures on certain international Shareholders limit their ability to trade their Shares and to exercise other rights as Shareholders. The above restrictions and limitations are primarily attributable to international sanctions and measures undertaken by foreign authorities and financial institutions;
• the intention of certain holders to liquidate their positions in all Russian securities or funds, including index funds or other funds with Russian exposure;

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• Magnit's consolidated debt leverage. In particular, as of March 31, 2023 Magnit had a leverage ratio at the moderate level of 0.7x net debt / LTM EBITDA.

In light of the above considerations, Magnit believes that in the current circumstances the Tender Offer represents a fair proposal for a wide range of international Shareholders of Magnit. The Tender Offer addresses (i) a broad spectrum of international investors wishing to dispose of their Shares (including eligible GDR holders who have exchanged their GDRs to Shares), including those who are currently restricted in exercising their rights in a normal fashion, (ii) and, with respect to Shares held on the depositary receipt program custody account, JPMorgan Chase Bank N.A. Those investors can now benefit from the option to dispose of their Shares and receive payment in multiple currencies to their bank accounts abroad. Magnit notes that the participation in the Tender Offer is voluntary and the investors should make their own assessment of the merits of the Tender Offer and make their own decision as to whether they would like to participate in the Tender Offer or retain their shareholding in the Company, in each case based on their particular position and circumstances.

Regulatory Approvals

Given the unprecedented market and regulatory environment and in line with applicable laws and regulations, the Purchaser requested that the Russian state authorities approve certain terms of the Tender Offer, including the terms and conditions for payments for tendered Shares and transfer of purchased Shares to the Purchaser.

The Purchase Price has been set in accordance with the approval of the Government Commission.

As part of the approval process, the Purchaser took all reasonable efforts to secure appropriate outcome for nonresident Shareholders and resident Shareholders controlled by non-residents who wish to dispose of their investments in Magnit. Among other matters, the obtained Government Commission Approval allows for certain exemptions with regard to the tender offer, i.e.:

• non-residentShareholders whose Shares are held in type 'S' depo accounts and resident Shareholders controlled by non-residents will be able to tender their Shares;
• non-residentShareholders whose Shares are held in type 'S' depo accounts and resident Shareholders controlled by non-residents whose Shares have been tendered and accepted for purchase by the Purchaser in the Tender Offer will be able to transfer such Shares to the depo account of the Purchaser;
• non-residentShareholders and resident Shareholders controlled by non-residents whose Shares have been tendered and accepted for purchase by the Purchaser in the Tender Offer will be able to receive proceeds for such Shares in Russian rubles or, with respect to non-resident Shareholders only, US Dollars, Euro or Chinese renminbi in their bank accounts in the Russian Federation or abroad.

Non-resident Shareholders should note that if they elect to receive the Purchase Price in their bank accounts in the Russian Federation, additional approvals of the Russian authorities may be required to exchange this amount to foreign currencies and/or transfer this amount abroad. Non-resident Shareholders will be solely responsible for obtaining such approvals.

Expected Effects of the Tender Offer

The Purchaser expects that following completion of the Tender Offer:

• it would be able to provide eligible investors who wish to dispose of their investment in Magnit with liquidity and an opportunity to receive the Purchase Price for validly tendered and purchased Shares in the Tender Offer in their bank accounts in Russian Federation or abroad;
• Magnit would endeavor to maintain its consolidated leverage ratio in line with historical levels.

Magnit expects that following completion of the Tender Offer it will remain a public company with shares listed on the Moscow Exchange.

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Expected Timetable of the Tender Offer

Date & Time	Event

16 June 2023

12:00 p.m., Moscow time on 19 July 2023

By 26 July 2023

26 July 2023

27 July 2023 -

2 August 2023

3 August 2023 -

9 August 2023

On or about

10 August 2023

Announcement of the Tender Offer and commencement of the Tender Offer period

Deadline for submission of Tender Instructions by Shareholders

Announcement of the results of the Tender Offer and pro-ration (if any)

Dispatch of the Tendered Instructions specifying the number of Shares to be purchased by the Purchaser from the relevant Shareholder countersigned by the Purchaser (Agreement Date)

Transfer of Shares accepted for purchase to the Purchaser (by no later than the fifth Business Day following the Agreement Date)

Payment for Shares accepted for purchase and transferred to the Purchaser (by no later than the fifth Business Day following receipt of the Shares by the Purchaser pursuant to the applicable Tender Instruction)

Announcement of the Tender Offer completion (upon completion of settlement procedures with respect to the sale and purchase of Shares accepted for purchase by the Purchaser)

The above timetable is indicative only and times, dates and events specified therein may be subject to change.

Please refer to the Tender Offer Memorandum for a description of the procedure for participating in the Tender Offer. All the announcements with respect to the Tender Offer, as well as the relevant documentation will be available at a dedicated webpage: https://www.magnit.com/en/shareholders-and-investors/project/

For further information, please contact:

To notify about your interest in the Tender Offer or if you have any questions and requests for assistance in connection with the procedures for submitting applications to sell the Shares pursuant to the Tender Offer, please contact the Purchaser during business hours at:

• AO Raiffeisenbank, address: Smolenskaya-Sennaya square 28, Moscow, Russia; or
• [e-mail]

Albert Avetikov

Chief Investor Relations Officer [e-mail]

Office: [phone] x 46200

Media Inquiries [e-mail]

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Note to editors

"Magnit" is one of Russia's leading retailers. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2023, Magnit operated 45 distribution centers and 27,909 stores in 4,114 cities and towns throughout 7 federal regions of the Russian Federation and in the Republic of Uzbekistan.

In accordance with the IAS 17 results for FY 2022, Magnit had revenues of RUB 2,352 billion and an EBITDA of RUB 161 billion. Magnit's local shares are listed on the Moscow Exchange (MOEX: MGNT).

Forward-looking statements

This document contains or may contain forward-looking statements that may or may not prove accurate. For example, statements regarding expected sales growth rate and/or store openings are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from what is expressed or implied by the statements. Any forward-looking statement is based on information available to Magnit as of the date of the statement. All written or oral forward-looking statements attributable to Magnit are qualified by this caution. Magnit does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances.

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS.

THE PURCHASER IS NOT MAKING THE TENDER OFFER TO, AND WILL NOT ACCEPT ANY TENDERED SHARES FROM, SHAREHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO. THE INFORMATION CONTAINED IN THE TENDER OFFER MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE SHAREHOLDERS AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER ('OFERTA') PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR VOLUNTARY OFFER OR MANDATORY OFFER UNDER THE LAW OF THE RUSSIAN FEDERATION "ON JOINT STOCK COMPANIES", OR AN AUCTION UNDER ARTICLES 447-449 OF THE CIVIL CODE OF THE RUSSIAN FEDERATION AND APPLICABLE RUSSIAN LAW.

THE TENDER OFFER DOES NOT CONSTITUTE THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THE TENDER OFFER MEMORANDUM NOR ANY PURCHASE OF SHARES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.

SOME OF THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT MAY CONTAIN FORWARD- LOOKING STATEMENTS. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, THAT ARE INCLUDED IN THIS ANNOUNCEMENT THAT ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT THE PURCHASER OR MAGNIT EXPECTS OR ANTICIPATES TO OCCUR IN THE FUTURE ARE FORWARD-LOOKING STATEMENTS. ANY SUCH FORWARD-LOOKING STATEMENT INVOLVES UNCERTAINTIES WHICH COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENT.

NEITHER THE PURCHASER NOR MAGNIT MAKES ANY REPRESENTATION, WARRANTY OR PREDICTION THAT THE RESULTS ANTICIPATED BY SUCH FORWARD-LOOKING STATEMENTS WILL BE ACHIEVED, AND SUCH FORWARD-LOOKING STATEMENTS REPRESENT, IN EACH CASE, ONLY ONE OF MANY POSSIBLE SCENARIOS AND SHOULD NOT BE VIEWED AS THE MOST LIKELY OR STANDARD SCENARIO. ACCORDINGLY, THE SHAREHOLDERS SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.

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ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE ON WHICH IT IS MADE, AND, SUBJECT TO APPLICABLE LAW, NEITHER THE PURCHASER NOR MAGNIT UNDERTAKES ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH IT IS MADE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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