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

10 October, 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 10 October 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 AN ADDITIONAL TENDER OFFER TO SHAREHOLDERS BY ITS SUBSIDIARY

Krasnodar, Russia (October 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, announces an additional tender offer for ordinary shares of Magnit (ISIN: RU000A0JKQU8) (the "Shares") to tender for cash up to 8,023,740 Shares, or up to 7.9% of Shares issued and outstanding (the "Tender Offer").

The Tender Offer is intended to provide liquidity to Shareholders, who would like to monetize their shareholdings in Magnit, but due to various circumstances have been unable to participate in the previous tender offer announced on June 16, 2023.

The previous tender offer generated substantial interest from non-resident shareholders. The Purchaser acquired 100% of the Shares, which have been validly tendered by Shareholders under the previous tender offer.

The additional Tender Offer is addressed to a broad spectrum of international investors who would like to dispose of their Shares, including those Shareholders, who hold their Shares through Euroclear Bank SA/NV. In the same manner as in the tender offer announced on June 16, 2023, non-resident Shareholders will be provided with the opportunity to tender their Shares and to receive proceeds for such Shares in US Dollars, Euro, Chinese renminbi (CNY) or Russian rubles to their bank accounts abroad.

The purchase price of RUB 2,215 per Share (the "Purchase Price") has been set in accordance with the approval of the Government Commission and remains unchanged relative to the purchase price announced in the tender offer announced on June 16, 2023.

The Purchaser emphasizes that the size of the Tender Offer will not be increased even in the event of excess demand from Shareholders.

Magnit also advises that, as a result of the Tender Offer, neither the Purchaser nor any of its affiliates will or intend to increase its interest in the share capital of Magnit to more than 30% of all issued and outstanding Shares.

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Background

On 14 September 2023, LLC "Magnit Alyans", a wholly owned subsidiary of Magnit, announced the completion of the tender offer for Magnit's ordinary shares, announced on June 16, 2023 (the "Tender Offer dated June 16, 2023"). In total, 21,903,163.8 Shares have been purchased by the Purchaser under the Tender Offer dated June 16, 2023, representing approximately 21.5% of all issued and outstanding Shares. Magnit's GDR program depositary bank, JPMorgan Chase Bank N.A., took part in the Tender Offer dated June 16, 2023 as well as international investors, including long-term active management funds, passive index funds / ETFs, hedge funds, pension and sovereign wealth funds, family funds and individual investors.

Also, on 9 October 2023, the Purchaser entered into the bilateral transaction whereby the Purchaser would additionally acquire 443,096 Shares (which constitutes approximately 0.4% of all issued and outstanding Shares) upon completion of settlement. The purchase price and terms of the bilateral transaction are consistent with the Tender Offer dated June 16, 2023.

As a result of these purchases, the Company concluded that there are still certain Shareholders, who would like to monetize their shareholdings in Magnit.

Thus, the decision was made to announce an additional tender offer to a broad spectrum of international investors at the price and terms in line with the Tender Offer dated June 16, 2023.

As was previously announced, the approvals received grant the Purchaser the right to purchase additional Shares, including by way of the tender offer with certain exemptions secured for non-resident Shareholders and resident Shareholders controlled by non-residents, similar to those applicable to Tender Offer dated June 16, 2023. A further description is available in the Tender Offer Memorandum.

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

Expected Timetable of the Tender Offer

Date & Time	Event

10 October 2023

12:00 p.m., Moscow time on 8 November 2023

By 15 November 2023

15 November 2023

16 November 2023 -

22 November 2023

23 November 2023 -

29 November 2023

On or about 30 November 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 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/

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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 June 30, 2023, Magnit operated 45 distribution centers and 28,309 stores in 4,183 cities and towns throughout 7 federal regions of the Russian Federation and in the Republic of Uzbekistan.

In accordance with IAS 17 results for the 1 half of 2023, Magnit had revenues of RUB 1,229 billion and an EBITDA of RUB 82 billion. Magnit's 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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