Company Announcements

X5 RETAIL GROUP N.V. TO HOLD EGM ON 27 MARCH 2024

Amsterdam, 8 February 2024 - X5 Retail Group N.V. ("X5" or the "Company", LSE and MOEX ticker: FIVE), a leading Russian food retailer that operates the Pyaterochka, Perekrestok and Chizhik retail chains, invites the Company's shareholders and holders of its global depository receipts to an Extraordinary General Meeting of Shareholders (the 'EGM') to be held at Zuidplein 196, 1077 XV Amsterdam, The Netherlands at 11.00 am CET on Wednesday, 27 March 2024.  

The record date for shareholders eligible to participate in the EGM is 28 February 2024.

Agenda items to be discussed at the EGM are:

·      Composition of the Supervisory Board

o  Appointment of Julia Solovieva as member of the Supervisory Board

o  Appointment of Azer Talybov as member of the Supervisory Board

o  Appointment of Alexey Kornya as member of the Supervisory Board

·      Amendment of the remuneration policy for members of the Management Board

The EGM agenda, together with explanatory notes and the amended remuneration policy, is available on the X5 website at: https://www.x5.ru/en/about/general-meeting-of-shareholders/

Additionally, X5 announces the following decisions of the Supervisory Board:

·    to nominate Igor Shekhterman as X5 Chief Executive Officer for an additional one-year period, to be re-appointed upon termination of his current mandate in 2025, as such aligning the terms of his contract with the existing contract terms for X5 President Ekaterina Lobacheva whose appointment term runs until the 2026 AGM, and 

·     to establish a Board of Directors at the level of X5 Corporate Centre LLC, the Russian-based consolidation center for X5's operational assets, to be composed of current members of X5's Supervisory Board.

The Supervisory Board believes these steps will help the Company to strengthen the continuity and governance of its operations in Russia, and to support the work and long-term motivation of its executive team.

X5 Retail Group N.V. (LSE and MOEX: FIVE; Expert RA - ruAAA; ACRA - AAA(RU)) is a leading Russian food retailer. The Company operates proximity stores under the Pyaterochka brand, Perekrestok supermarkets and Chizhik hard discounters. X5 provides an omnichannel experience to its customers, integrating retail stores and e-commerce through its businesses Vprok.ru, 5Post and Mnogo Lososya.

As of 31 December 2023, X5 had 24,472 Company-operated stores. It has the leading market position in both Moscow and St Petersburg and a significant presence in the European part of Russia, as well as a growing presence in the Russian Far East. Its store base includes 21,308 Pyaterochka proximity stores, 972 Perekrestok supermarkets, 1,500 Chizhik hard discounters and 610 Krasny Yar and Slata stores. The Company operates 62 DCs and 5,344 Company-owned trucks across the Russian Federation.

X5 is one of the largest employers in Russia. The Company employs over 372 thousand people.

For the full year 2022, revenue totalled RUB 2,605,232 million (USD 38,005 million*), EBITDA pre-IFRS 16 reached RUB 186,788 million (USD 2,725 million*), and net profit pre-IFRS 16 for the period amounted to RUB 52,248 million (USD 762 million*). In 9M 2023, revenue totalled RUB 2,264,643 million (USD 27,386 million**), adjusted EBITDA pre-IFRS 16 reached RUB 163,212 million (USD 1,974 million**), and net profit pre-IFRS 16 amounted to RUB 71,250 million (USD 862 million**).

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal", "believe", or other words of similar meaning.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond X5 Group N.V.'s control. As a result, actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements.

Any forward-looking statements made by or on behalf of X5 Group N.V. speak only as of the date of this announcement. Save as required by any applicable laws or regulations, X5 Group N.V. undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document.

* FX rate: 68.5494 USD/RUB

** FX rate: 82.6934 USD/RUB