11 July, 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 THE EXTENSION OF THE TENDER OFFER TO SHARES HELD THROUGH EUROCLEAR

Krasnodar, Russia (July 11, 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 the decision to extend the Tender Offer announced on 16 June 2023 to those Shareholders who hold Shares through Euroclear Bank SA/NV (the "Euroclear").

The decision to extend the Tender Offer to include Shareholders who hold Shares through Euroclear was made due to the resumption of settlement of the Company's Shares in Euroclear, as well as due to enquiries received by the Purchaser from Shareholders who hold their Shares through Euroclear.

Other than extending the Tender Offer to include those Shareholders who hold shares through Euroclear, the terms and conditions of the Tender Offer, including the Maximum Number of Shares and timing, remain unchanged.

Expected Timetable of the Tender Offer

Date & Time

Event

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

Deadline for submission of Tender Instructions by Shareholders i) in electronic form or ii) in person or by an authorized representative

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.

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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 is 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
  • to@magnit.com

Albert Avetikov

Chief Investor Relations Officer

avetikov_am@magnit.ru

Office: +7 (861) 210 9810 x 46200

Media Inquiries press@magnit.rumagnit@em-comms.com

Information Agent

magnit@allianceadvisors.com

Office (investors in the US and Canada): +1 855 466 7904

Office (other investors): +44 203 575 1105

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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Magnit OAO published this content on 11 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 July 2023 09:28:02 UTC.