Magnit : becomes the owner of 29.7% of its shares following completion of the purchase from non-resident shareholders

24 November, 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 BECOMES THE OWNER OF 29.7% OF ITS SHARES FOLLOWING COMPLETION OF THE PURCHASE FROM NON-RESIDENT SHAREHOLDERS

Krasnodar, Russia (November 24, 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 under the additional Tender Offer announced on October 10, 2023.

Under the additional Tender Offer 7,899,569 Shares (approximately 7.8% of all issued Shares) have been purchased from non-resident Shareholders, including

48 513 Shares settlement procedures in relation to which are ongoing. There will be a separate announcement to this effect promptly upon completion of settlement procedures. It is expected that the Purchaser will acquire 100% of all validly tendered Shares.

In total, following the two tender offers announced on June 16, 2023 and October 10, 2023, as well as the bilateral transaction in October 2023, the Purchaser will acquire 30,245,828.8 Shares, representing approximately 29.7% of all issued and outstanding Shares at a single Purchase Price. The Purchase Price of RUB 2,215 per Share has been set in accordance with the approval of the Government Commission.

Over 300 investors from 25 countries participated in the transactions, including long- term active management funds, passive index funds / ETFs, hedge funds, pension and sovereign wealth funds, family offices and individual investors.

In June 2023, due to requests from international investors, Magnit decided to provide Shareholders with the opportunity to monetize their investment in the Company within the current regulatory and market constraints. The terms of the tender offers announced by the Purchaser have been set in accordance with the approval of the Government Commission, with the option of receiving funds in various currencies to bank accounts both in Russia and abroad, which has attracted significant interest from a wide range of non-resident shareholders.

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

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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 offices and individual investors.

Also, on October 9, 2023, the Purchaser entered into the bilateral transaction whereby the Purchaser additionally acquired 443,096 Shares (which constitute approximately 0.4% of all issued and outstanding Shares). 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.

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

Magnit also notes that, as a result of acquiring all validly tendered Shares under the additional Tender Offer, neither the Purchaser nor any of its affiliates have increased or intend to increase their interest in the share capital of Magnit to more than 30% of all issued Shares.

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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 September 30, 2023, Magnit operated 45 distribution centers and 28,707 stores in 4,218 cities and towns throughout 7 federal regions of the Russian Federation and in the Republic of Uzbekistan.

In accordance with IAS 17 results for 9M 2023, Magnit had revenues of RUB 1,858 billion and an EBITDA of RUB 124 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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