Procedure of Exchange-Traded Bonds Placement

PJSC MAGNIT - Procedure of Exchange-Traded Bonds Placement

PR Newswire

London, June 24

Not for release, publication or distribution in Australia, Canada, Japan or the United States.

These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. PJSC Magnit has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any EEA Member State that has implemented Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”) this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Securities of PJSC Magnit have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Press-release

Krasnodar

June 24, 2016

PJSC “Magnit” Announces the Procedure of Exchanged-Traded Bonds Placement and the Terms of the Offers’ Submission

Krasnodar, June 24, 2016: PJSC “Magnit”, Russia’s largest food retailer (the “Company”, the “Issuer”; MOEX and LSE: MGNT) announces the procedure of exchange-traded bonds placement and the terms of the offers’ submission.

On June 24, 2016 the Chief Executive Officer of PJSC “Magnit” determined the placement procedure of the non-convertible interest-bearing certified exchange-traded bonds of PJSC “Magnit” of the BO-001P-04 series to the bearer with the obligatory centralized custody, placed under the Program of the exchange-traded bonds with the identification number of 4-60525-P-001P-02E as of 23.10.2015 (hereinafter – the Bonds), as well as the term and the procedure of the submission of the offers from the potential acquirers to execute the preliminary sale and purchase agreements (hereinafter – the Offers).

The placement of the Bonds shall be exercised via book-building.

The Offers to execute the preliminary agreements shall be submitted from June 24, 2016 at 10 AM Moscow time to June 24, 2016 at 3 PM Moscow time. According to the preliminary agreements, potential acquirers and the Underwriter (“Gazprombank” (Joint Stock Company)) shall execute the principal Bonds sale and purchase agreements on the commencing date of the Bonds placement.

The expiration time of the Offers submission, preliminary determined by the decision of the sole executive body of the Issuer, may be changed by the sole executive body of the Issuer.

The Offers shall be delivered to the Underwriter’s address – Bank GPB (JSC): 7 Koroviy Val, Moscow, 119049.

The bank details to transfer the payment for the securities can be found in the relevant Material Fact http://ir.magnit.com/en/information-disclosure/material-facts/

The approved form of the Offer can be found at the official website of the Company https://ir.magnit.com/en/information-disclosure/charter-capital-and-issuing-documents/For further information. please contact:

Company description:

Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of March 31, 2016, Magnit operated 34 distribution centers and about 12,434 stores (9,715 convenience, 382 hypermarkets, and 2,337 drogerie stores) in 2,385 cities and towns throughout 7 federal regions of the Russian Federation.

In accordance with the audited IFRS results for 2015, Magnit had revenues of RUB 951 billion and an EBITDA of RUB 104 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.