X5 Retail : AGM 2024 Proxy card

Notice to Holders of 144A / Regulation S Global Depositary Receipts of

X5 Retail Group N.V.

144A CUSIP # 98387E106 (144A ISIN # US98387E1064)

Reg S CUSIP # 98387E205 (Reg S ISIN # US98387E2054)

Unitary Restricted CUSIP # 98387E304 (Unitary Restricted ISIN # US98387E3045)

NOTE:BNYMELLON RESERVES THE RIGHT TO CONTINUE TO EVALUATE WHETHER, CONSISTENT WITH EXISTING SANCTIONS, IT MAY PROCESS VOTES WITH RESPECT TO EACH OF THE ITEMS SET FORTH ON THE ENCLOSED AGENDA AS PREPARED BY AND RECEIVED FROM X5 RETAIL GROUP N.V.; PLEASE BE ADVISED THAT BNYMELLON MAY DECLINE TO PROCESS VOTES FOR ANY ITEM IF BNYMELLON DETERMINES THAT EXISTING SANCTIONS SO REQUIRE.

Owners of record on April 10, 2024 of Global Depositary Receipts (each representing one-fourth of a 'Deposited Share', i.e. a common share in registered form of the Company) (the "GDRs") of X5 Retail Group N.V., issued under the Amendment and Restatement of Deposit Agreement dated as of May 11, 2005 among

X5 Retail Group N.V. (the "Company"), The Bank of New York Mellon, as Depositary (the "Depositary"), and the Owners and Beneficial Owners of the Depositary Receipts issued thereunder (the "Deposit Agreement"), are hereby notified that the Depositary has received Notice of the Annual General Meeting of the Company, to be held on May 8, 2024, at Zuidplein 196, 1077 XV Amsterdam, The Netherlands at 11.00 am CET.

By provision of Section 5.5 of the aforementioned Deposit Agreement, the Depositary will only endeavor to vote or cause to be voted, insofar as permissible under Dutch law or is reasonably practicable, the votes attached to Deposited Shares in respect of which voting instructions have been received on or before 12:00 p.m. EST May 3, 2024, except that if no voting instructions are received by the Depositary (either because no voting instructions are returned to the Depositary or because the voting instructions are incomplete, illegible or unclear) from a Holder with respect to any or all of the Deposited Shares represented by such Holder's GDRs on or before the record date specified by the Depository, such Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Shares, and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Shares.

The Agenda of the Annual General Meeting and the Explanatory Notes will be distributed with this Notice.

For additional information, please visit: https://www.x5.ru/en/Pages/Investors/GeneralMeetingOfShareHolders.aspx

The Bank of New York Mellon

As Depositary

Dated: 25 March, 2024
X5 RETAIL GROUP N.V.	Page 1 of 3

		ANNUAL GENERAL MEETING OF X5 RETAIL GROUP N.V.
	TO:	The Bank of New York Mellon, ADR Proxy Group/ Mediant Communications
	Email:	[e-mail]
	BNY Mellon Contact: Daniel Rodriguez [phone]
	RE: X5 RETAIL GROUP N.V.
		Annual General Meeting to be held on May 8, 2024
	FROM:_________________________________________________________________
		Name / Company Name
	DTC PARTICIPANT NUMBER: ______________________________________________
		Mandatory for 144A only
	SIGNATURE:___________________________________________________________
		Authorized Signatory Name, Signature / Medallion for 144A only
	CONTACT INFO: ______________________________________________________
		Telephone / Fax Number / E-mail Address
	TOTAL NUMBER 144A GDRs (CUSIP # 98387E106)
	HELD AS OF April 10, 2024: _____________________________________________

TOTAL NUMBER REG S GDRs (CUSIP # 98387E205)

HELD AS OF April 10, 2024: _________________________________________

TOTAL NUMBER UNITARY RESTRICTED GDRs (CUSIP # 98387E304)

HELD AS OF April 10, 2024: _________________________________________

NUMBER 144A GDRs BEING VOTED:	___________________________________
NUMBER REG S GDRs BEING VOTED:	___________________________________

NUMBER OF UNITARY RESTRICTED GDRs BEING VOTED: ______________________

DATE: ________________________, 2024

X5 Retail Group N.V.

Annual General Meeting

May 8, 2024

The above-noted holder of 144A / Reg S / Unitary Restricted Global Depositary Receipts ("GDRs") of X5 RETAIL GROUP N.V. (the "Company") hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor insofar as practicable, to vote or cause to be voted the number of Deposited Securities underlying the GDRs held as of close of business on April 10, 2024 at the Annual General Meeting of the Company to be held on May 8, 2024 in respect of the following resolutions:

THIS FORM MUST BE RECEIVED COMPLETED BY

May 3, 2024 AT 12:00 PM EST TO BE VALID

X5 RETAIL GROUP N.V.

Page 2 of 3

ANNUAL GENERAL MEETING OF X5 RETAIL GROUP N.V.

1. Opening

Non-Voteable Item.

1. Report of the Management Board for the financial year 2023
   Non-Voteable Item.
2. Financial Statements for the financial year 2023

A. Remuneration Report

□ FOR

□ AGAINST

□ ABSTAIN

Advisory Vote - Not binding on the Company

B. Governance: implementation of the 2022 Dutch Corporate Governance Code

Non-Voteable Item

C. Explanation of the status of the independent auditor's report

Non-Voteable Item

D. Proposal to adopt the 2023 Financial Statements without the independent auditor's report

□ FOR

□ AGAINST

□ ABSTAIN

E. Result allocation

1. Dividend policy
2. Allocation of profits over the financial year 2023 to the retained earnings

	□ FOR	□ AGAINST	□ ABSTAIN
4.	Discharge
A. Proposal to discharge the members of the Management Board
	□ FOR	□ AGAINST	□ ABSTAIN
B. Proposal for discharge the members of the Supervisory Board
	□ FOR	□ AGAINST	□ ABSTAIN
5.	Amendment of the remuneration policy for members of the Supervisory Board
	□ FOR	□ AGAINST	□ ABSTAIN

6. Appointment of the external auditor for the financial year 2024 and delegation of authority to the Supervisory Board

□ FOR

□ AGAINST

□ ABSTAIN

7. Any other business and conclusion

Non-Voteable Item.

End of resolutions.

X5 RETAIL GROUP N.V.

Page 3 of 3