Share distribution in X5 Corporate Centre LLC

On 3 May 2024, the Arbitration Court of the Moscow Region issued a decision to suspend the corporate rights of X5 Retail Group N.V. (“X5 Company”) in respect of X5 Corporate Centre LLC (“X5 LLC”) in accordance with the Russian Federal Law No. 470-FZ, which was adopted on 4 August 2023 concerning the possible distribution of ownership interests in Russian entities to their ultimate owners (the “Law”).

This means that, in accordance with the Law, 3 May 2024 marks the starting date for the process of distributing shares in X5 LLC directly to persons or organisations who currently hold, directly or indirectly, X5 Retail Group N.V. depositary receipts (“X5 Company DRs”).

If you are a holder of X5 Company DRs through Russian depositories, you  will automatically receive shares in X5 LLC (i.e. without the need to perform any actions) in line with the procedure established by the Decision of the Bank of Russia Board of Directors dated 26 April 2024 (“On Establishing the Procedure for Entry into Direct Ownership of Shares of an Economically Significant Organisation that is Acquiring Public Status by Persons Whose Rights to Shares of a Foreign Holding Company Admitted to Trading by a Russian Trade Organiser, or Whose Securities of a Foreign Issuer Certifying Rights to Shares of a Foreign Holding Company, are Recorded in Russian Depositories”), provided that such holders comply with the conditions set forth in the abovementioned Decision.

For investors who hold X5 Company DRs, directly or indirectly, through foreign depositories (e.g. Euroclear, Clearstream or DTC), the procedure for distributing shares in X5 LLC will depend on their nationality and/or residency as well as on the date of direct or indirect purchase of X5 Company DRs. You may receive shares in X5 LLC only if you owned (directly or indirectly) X5 Company DRs as of 3 May 2024. You will not be eligible to receive shares in X5 LLC if you acquired (directly or indirectly) X5 Company DRs after the abovementioned date.

1. If you are a citizen and/or resident of the Russian Federation, you or a person authorised by you MUST submit an application to become a direct owner of X5 LLC shares (along with supporting documents) within four months from the date of 3 May 2024.
2. If you are NOT a citizen and/or resident of the Russian Federation, you or a person authorized by you HAVE THE RIGHT to submit an application to become a direct owner of X5 LLC shares (along with supporting documents) within four months from the date of 3 May 2024.

A draft of the completed application form to become a direct owner of X5 LLC shares (“Application Draft”) and scanned copies of supporting documents should be sent to the email address DR_holder@x5.ru. Additional documents and/or information may be requested upon review of the submitted materials.

After receiving a message from the email address DR_holder@x5.ru confirming the possibility of sending documents in hard copy, applicants should send the completed and signed application form for direct ownership of X5 LLC shares, as well as the supporting documents scanned copies of which were earlier sent by email, in hard copy to the address: 109029, Russia, Moscow, Srednyaya Kalitnikovskaya street, 28, building 4 . These documents should be sent in person, by courier, registered post or first-class post.

Taking into account (a) the time required to review the Application Draft and scanned copies of supporting documents received by email, (b) the time required to provide additional documents and/or information that may be requested as a result of reviewing documents received by email, and (c) the time required to deliver hard-copy documents, it is strongly recommended that the Application Draft and scanned copies of supporting documents be emailed well in advance of the end of the four-month period, at least 1-1.5 months before the four-month period expires.

If you have any questions about completing the application form for direct ownership of X5 LLC shares and/or about the supporting documents, please contact at DR_holder@x5.ru.