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MAGNIT PJSC (MGNT) MAGNIT PJSC: Notice of pre-emptive rights of Public Joint Stock Company 'MAGNIT' 05-Dec-2017 / 14:50 CET/CEST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which offers or sales would be prohibited by law. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to purchase or subscribe for, the shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of the shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the shares in the United States, Australia, Canada or Japan or elsewhere. Members of the general public are not eligible to take part in the sale. In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is sent and addressed to and directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is sent and distributed to and directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and the shares will only be available to, and any investment activity to which this announcement relates will only be engaged in with, such persons and it should not be relied on by anyone other than such persons. THIS ANNOUNCEMENT AND MATERIALS CONTAINED IN IT ARE PROVIDED EXCLUSIVELY FOR INFORMATION PURPOSES ONLY AND ARE NOT AN OFFER OR A PART OF AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF SECURITIES IN ANY JURISDICTION INCLUDING THE USA, AUSTRALIA, CANADA AND JAPAN. NOTICE OF OPPORTUNITY TO EXERCISE PRE-EMPTIVE RIGHTS OF PUBLIC JOINT STOCK COMPANY "MAGNIT" SHAREHOLDERS OVER ADDITIONAL SHARES TO BE PLACED BY MEANS OF OPEN SUBSCRIPTION Dear Shareholders of PJSC "Magnit"! Public joint-stock company "Magnit" (PJSC "Magnit"), Primary State Registration Number: 1032304945947, Individual Taxpayer Number: 2309085638, located at 15/5 Solnechnaya street, Krasnodar, the Russian Federation (hereinafter - «the Issuer») hereby notifies its shareholders that on December 4, 2017 the Bank of Russia registered an additional issue of ordinary registered uncertified shares with a nominal value of 0.01 rubles (0 rubles 01 kopeck) each, with state registration number of the additional issue 1-01-60525-P as of December 4, 2017 (hereinafter - the "Shares"). In accordance with the Articles 40, 41 of the Federal law - 208-FZ dated 26.12.1995 "On Joint Stock Companies" (hereinafter - "FZ "On Joint Stock Companies") shareholders of the Issuer have the pre-emptive right to acquire the Shares in the amount pro rata to their existing shareholdings (hereinafter - "Pre-emptive right to acquire shares"). The date of record for shareholders holding the Pre-emptive right to acquire shares is the 10th day from the decision of the Company's Board of Directors concerning the offering of Shares. The Shares are offered by the Issuer in accordance with the terms and conditions of the Decision on the issue of additional securities and the Prospectus of securities approved by the Issuer's Board of Directors as of November 15, 2017 (minutes w/o No. as of November 15, 2017) and registered by the Bank of Russia (hereinafter - "The Decision on the issue of additional securities" and "the Prospectus of securities" correspondingly). The Shares shall be offered by means of open subscription. 1) Total number of Shares offered by the Issuer: 7,350,000 (seven million three hundred and fifty thousand) shares. 2) Offer price per one Share (including at the exercise of the Pre-emptive right to acquire shares): 6,185 (six thousand one hundred and eighty five) rubles. 3) The procedure for determination of the number of Shares each shareholder holding the Pre-emptive right is entitled to acquire: The maximum amount of Shares which can be acquired in the exercise of the Pre-emptive right is proportional to the amount of existing shares of the Issuer owned by such shareholder as of the 10th day from the decision of the Company's Board of Directors on the offering of Shares and shall be determined according to the following formula: K = S * (7 350 000 / 94 561 355) where: K - the maximum number of Shares, which can be acquired by the shareholder holding the Pre-emptive right to acquire shares; S - the number of ordinary registered uncertified shares of the Issuer owned by the shareholder holding the Pre-emptive right to acquire shares as of the 10th day from the decision of the Company's Board of Directors on the offering of Shares; 7,350,000 - the number of Shares of the current additional issue; 94,561,355 - the number of issued ordinary registered shares of the Issuer as of the 10th day from the decision of the Company's Board of Directors on the offering of Shares. If in the course of determining the number of offered Shares which can be acquired by the shareholder under the Pre-emptive right there is a fractional number, such shareholder is entitled to acquire the part of the Share (fractional Shares) corresponding to the fractional part of the generated number. The Fractional Share provides its shareholder with the right of the Share of the corresponding category in the amount corresponding to the fraction of the full Share it constitutes. The Fractional Shares shall trade on an equal basis with the full shares. 4) Validity period of the Pre-emptive right to acquire shares: The starting date of the Pre-emptive right period to acquire shares (hereinafter - "The Pre-emptive right period"): on the next day from the notification of shareholders of the Pre-emptive right to acquire shares by means of publication (disclosure) of Notification in the newswire of one of the information agencies authorized by the Bank of Russia or other regulatory and supervisory agency on the financial markets authorized to disclose information on the capital market (hereinafter - "the Newswire"), or at the Web Pages used by the Issuer for information disclosure: https://www.e-disclosure.ru/portal/company.aspx?id=7671, http://ir.magnit.com/ru/ [1] and http://ir.magnit.com/en/ [2] (hereinafter - "Web Pages of the Issuer"). The Date of expiry of the Pre-emptive right period: 12th business day from the start date of the Pre-emptive period (including the starting date of the Pre-emptive right period). The Shares shall not be offered before the date of expiry of the Pre-emptive right period by any means other than the exercise of above Pre-emptive right to acquire shares. 5) The procedure for submission of the applications to acquire Shares by shareholders entitled to exercise Pre-emptive right to acquire shares: The shares shall be placed to shareholders entitled to Pre-emptive right to acquire shares on the basis of written applications submitted by shareholders (hereinafter - "Applications", in the singular - " Application"). Shareholders entitled to Pre-emptive right to acquire shares shall submit an Application within the Pre-emptive right Period. Shareholders entitled to Pre-emptive right to acquire shares can fully or partially exercise their Pre-emptive right to acquire shares by submission or delivery by hand of the Application signed by such shareholder to the Issuer's Registrar (Noviy Registrator JSC, unlimited license for registering
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December 05, 2017 08:51 ET (13:51 GMT)