Magnit : completes the purchase of Shares held through Russian depositary and settlement infrastructure

10 August, 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 COMPLETES THE PURCHASE OF SHARES HELD THROUGH RUSSIAN DEPOSITARY AND SETTLEMENT INFRASTRUCTURE UNDER THE TENDER OFFER

Krasnodar, Russia (August 10, 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, has completed the purchase of Shares from Shareholders who hold their Shares through the Russian depositary and settlement infrastructure, under the Tender Offer, announced on June 16 2023.

The Tender Offer generated significant interest from non-resident shareholders who appreciated the opportunity provided by the Purchaser to make an informed decision in relation to their participation in the Tender Offer and the variability of settlement options. Approximately 200 orders have been fulfilled - including those from investors from the USA, UK, Germany, Italy, Switzerland, Scandinavian countries, Singapore, Japan, Canada, Australia and other jurisdictions. Magnit's GDR program depositary bank, JP Morgan Chase Bank N.A., also took part in the Tender Offer as well as other international investors - long-term active management funds, passive index funds / ETFs, hedge funds, pension and sovereign wealth funds, as well as family offices and individual investors.

In total, as of the date of this announcement 16,910,664.8 Shares have been purchased from Shareholders, holding their Shares through the Russian depositary and settlement infrastructure representing approximately 16.6% of all issued and outstanding Shares. The total amount sent to Shareholders holding their Shares through the Russian depositary and settlement infrastructure under the Tender Offer is equivalent to approximately RUB 37.4 billion at the Purchase Price. As part of the settlement process through Russian depositary and settlement infrastructure, transfer of Shares was conducted with the involvement of international custodians and their Russia-domiciled subsidiaries.

Settlement procedures with Shareholders whose Shares are cleared through Euroclear Bank SA/NV are ongoing. The Tender Offer has been extended upon Shareholders whose Shares are held through Euroclear Bank SA/NV on 11 July 2023. The Purchaser intends to make a separate announcement to this effect promptly upon their completion.

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The Purchaser notes that the approvals received by the Purchaser grants the right to purchase additional Shares from non-resident shareholders. In the future the Purchaser may consider various options for structuring the purchase of Shares from Shareholders who for one reason or another did not participate in the Tender Offer. This includes conducting a new tender offer and/or bilateral sale transactions at Tender Offer Purchase Price (RUB 2,215 per Share).

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For further information, please contact:

Shareholders can contact the Purchaser in relation to questions relating to the Tender Offer:

• 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]

Information Agent

[e-mail]

Office (investors in the US and Canada): [phone]

Office (other investors): [phone]

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.

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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.

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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