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 116, 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.

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