X5 Retail : EGM 2022 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 November 2, 2022 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 Deposit Agreement dated as of May 11, 2005 and supplemented as of February 7, 2018, 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 Extraordinary General Meeting of the Company, to be held on November 30, 2022, in The Netherlands.

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 November 22, 2022, 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, provided that no such instruction shall be deemed given, and no such discretionary proxy shall be given, with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information in writing as soon as practicable) that (i) the Company does not wish such proxy to be given, or (ii) such matter materially and adversely affects the rights of holders of Shares.

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

For additional information, please visit:https://www.x5.ru/en/about/general-meeting-of-shareholders/

The Bank of New York Mellon

As Depositary

Dated: October 10, 2022
X5 RETAIL GROUP	Page 1 of 3

EXTRAORDINARY 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: Caleen Smith [phone]
RE: X5 RETAIL GROUP N.V
	Extraordinary General Meeting to be held on November 30, 2022
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 ADRs (CUSIP # 98387E106)
HELD AS OF NOVEMBER 2, 2022:	_____________________________________________
TOTAL NUMBER REG S GDRs (CUSIP # 98387E205)
HELD AS OF NOVEMBER 2, 2022:	_________________________________________
TOTAL NUMBER UNITARY RESTRICTED GDRs (CUSIP # 98387E304)
HELD AS OF NOVEMBER 2, 2022:	_________________________________________
NUMBER 144 A ADRs BEING VOTED:	___________________________________
NUMBER REG S GDRs BEING VOTED:	___________________________________

NUMBER OF UNITARY RESTRICTED GDRs BEING VOTED: ________________________

DATE: ________________________, 2022

X5 Retail Group N.V.

Extraordinary General Meeting

November 30, 2022

The above-noted holder of 144 A / 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 ADR/GDRs held as of close of business on November 2, 2022 at the Extraordinary General Meeting of the Company to be held on November 30, 2022 in respect of the following resolutions:

THIS FORM MUST BE RECEIVED COMPLETED BY

November 22, 2022 AT 12:00 PM EST TO BE VALID

X5 RETAIL GROUP

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EXTRAORDINARY GENERAL MEETING OF X5 RETAIL GROUP N.V.

1. Opening.

Non-Votable Item.

2. Composition of the Supervisory Board:

A. Appointment of Dmitry Alekseev as member of the Supervisory Board

□ FOR

□ AGAINST

□ ABSTAIN

B. Appointment of Vasileios Stavrou as member of the Supervisory Board

□ FOR

□ AGAINST

□ ABSTAIN

C. Appointment of Leonid Afendikov as member of the Supervisory Board

□ FOR

□ AGAINST

□ ABSTAIN

3. Amendment of the remuneration policy for members of the Management Board

□ FOR

□ AGAINST

□ ABSTAIN

1. Adjustments in long-term incentive plan
2. Remuneration of the CEO

4. Remuneration of the Supervisory Board

A. Amendment of the remuneration policy for members of the Supervisory Board

□ FOR

□ AGAINST

□ ABSTAIN

1. Settlement of the current equity-based remuneration component

□ FOR

□ AGAINST

□ ABSTAIN

5. Any other business and conclusion

End of resolutions.

X5 RETAIL GROUP

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