Leadership

In Russian Food Retail

July 2008

p. 1
 Russian Food Retail Market
Total Food Retail Market Size in 2007, USD million
$262bn
$221bn $212bn
$190bn
Amongst the Largest Food $116bn $93bn

Retail Market in Europe...

UK France Germany Italy Spain Russia'07

Modern Format as % of Total Food Retail Market
85,0%
82,0% 80,0%
60,0% 57,0%
...But Still Largely an (1)
33,0%
Un-Organised Market...

Germany Hungary France Czech Rep. Poland Russia'07

Top 5 Players %
71,4%
69,7% 68,4%
56,5%
34,8%
...And Very Fragmented
9,1%

Germany France Spain UK Italy Russia'07

Sources: Business Analytica, Planet Retail, Rosstat.

(1) In cities with population of above 100,000 inhabitants only p. 2
 Russian Food Retail Market

• Russian consumer spending growing strongly Consumer Spending

– 2003-06 CAGR of 29.5% and growing to 32.3% in -07
2006 f c.32%
2007 th o
Grow
• The total Russian food retail market grew at 28.1% USD 578 bln
-06
CAGR between 2003 and 2006 (in value terms) 2003 f c.30%
Ro USD 437 bln
CAG
– The market grew by c.31.0% in 2007 over 2006
• Modern Retail Format growing faster than total food USD 201 bln
retail market in Russia

• ...2003-06 CAGR of 52.1%, 2007 growth of 49.4% …

2003A 2006A 2007A
• …on the back of strong organic growth, decreasing
share of traditional food retail formats and market Russian Food Retail Market Evolution
consolidation Modern Food Retail Format
• By end of 2007, modern trade formats accounted for Traditional Market
-07
only c.32.6% of the total market(1) 2006 f c.31%
th o
Grow USD 190 bln
• In 2007, Top-10 Russian food retailers’ combined -06
2003 f c.28% 33%
R o USD 145 bln
revenues capturing only c.13% of the total Russian food CAG
25%
retail market (in value terms)
USD 69 bln(2) 67%
13% 75%
87%

2003A 2006A 2007A

Sources: Business Analytica, Rosstat

(1) Total food retail turnover in cities with populations of above 100,000 people; (2) Total Russian Food Retail Market Size p. 3
 X5 Retail Group…
…a Clear Leader in the Russian Food Retail Market
X5 today.. # Company FY 2007 Sales % in % in Total
• 2007 net retail sales excluding Karusel – (USD mln) Top 10 Market
USD 5,284 million, USD 3,744 million in H1 2008
• 2007 net retail sales including Karusel (1) - USD 6,115 million, 1. X5 + 6,151 25.1% 3.2%
USD 4,303 million in H1 2008 Karusel(1)
• 991 company-managed stores in Russia and Ukraine 2. Magnit 3,677 15.0% 1.9%
including Karusel
• In addition, 710 stores operated by X5’s franchisees across 3. Metro 3,500 14.3% 1.8%
Russia and in Kazakhstan
• Over 791 thousand sq. m. of net selling space including 4. Auchan 3,200 13.0% 1.7%
Karusel
• Approximately 605 million customer visits to X5 in 2007,
5. Lenta 1,560 6.4% 0.8%
over 367 million customer visits in H1 2008 6. Kopeyka 1,490 6.1% 0.8%
FY 2007 Retail Revenue Growth 7. Dixy 1,430 5.8% 0.8%
53% 8. Seventh 1,275 5.2% 0.7%
49% 47%
42% Continent
33%

9. Viktoria 1,156 4.7% 0.6%

10. O’Key 1,115 4.5% 0.6%
X5 X5 + Karusel Magnit Dixy Seventh
Continent Total 24,554 100.0% 12.9%

Sources: Business Analytica

(1) on pro-forma basis
p. 4
 Company Strategy

 Multi-Format Exposure to enable the Company to benefit in full from

market growth by capturing every potential target audience

Maintain Progress on Multi-  Continue development of soft discount and supermarket formats
Format Development  Increase exposure in hypermarkets to achieve scale and market
leadership in this fast growing market segment
 Karusel acquisition

 Maintain leadership in Moscow and St Petersburg

Diversify Geographic
 Increase presence in the regions (European part of Russia)
Presence
 Selective acquisition of small chains and successful franchises

 Continuous sales density improvement in each of the formats

Ensure Best-In-Class  Supplier relationship enhancement
Execution and Operational
Efficiencies  Assortment optimization
 Increasing share of private labels

Develop Infrastructure to  Increased supply centralization

Support Growth and Enhance
Efficiency  IT systems upgrade

Sources: X5 Retail Group, Prospectus X5 Retail Group April 2008

p. 5
 Strategy Diversified Across Formats

Soft Discount 2007 LFL(2) Performance by Format

Stores Based on RUR-denominated
Data as at 30 June 2008 gross sales Basket Traffic
22%
• 762 stores 19% 20%
• Total net selling space – 17%
389,321sq. m. 6% 14% 9%
• Average assortment – • Sales per sq. m. – USD 11,375(1) 11%
3,500 SKUs • Fresh & perishable products – 46%
13% 11%
8%
Supermarkets 6%
Data as at 30 June 2008
Soft Super- Hyper- Total X5
• 190 stores Discounters markets markets
• Total net selling space –
205,333 sq. m. • Sales per sq. m. – USD 12,959(1)
H1 2008 Sales Break Down by Format
• Average assortment – • Fresh & perishable products – Net Retail Sales excluding Karusel Net Retail Sales including Karusel
15,000 SKUs 41% USD 5,284 mln USD 6,115 mln

7%
6%
13%
Hypermarkets
Data as at 30 June 2008
31%
• 39 stores, including 23 Karusel • Average assortment – 36%
hypermarkets Compact: 30,000 SKUs
• Average net selling space – Full-size: 40,000-60,000 SKUs 57%
Compact: 4,000 sq. m. • Sales per sq. m. – USD 8,909(1)
Full-size: 5,000-10,000 sq. m. • 50%
Fresh & perishable products – 40%
Hypermarkets Supermarkets
Soft Discounters Karusel hypermarkets

(1) As at 31 December 2007;

(2) LFL retail sales are calculated on a pro-forma basis, i.e. by including acquired Pyaterochka stores for the full year in each of 2006 and 2007 p. 6
 Strategy Diversified Across Geography…
...National Presence With Leading Position in Moscow and St. Petersburg

2007 Net Retail Sales by Region (1) 2007 Sales, EOP Store Locations and Selling Space (1)
FY07 Net Retail Sales of USD 5,284 million Region FY07 Net Selling
Net Retail No of Space
0,6%
Sales (USD Stores (‘000 sq. m.)
15,3%
mln)

Moscow 2,934.7 418 299.8

St. Petersburg 1,506.4 263 159.1
28,5%
Yekaterinburg 68.9 34 12.5
55,5%
Chelyabinsk 93.0 49 18.6
Nizhniy Novgorod 223.5 38 31.4
(2)
Moscow St. Petersburg
Samara 133.3 15 19.6

Russian Regions Ukraine Southern Russia 105.7 9 13.2

Other Russian 186.7 37 48.8
Regions
Ukraine 32.1 5 6.2
Total 5,284.3 868 609.2

(1) Excluding Karusel

(2) Includes City of Moscow, Moscow and Yaroslav regions p. 7
 New Store Openings …
... Through Expansion Into The European Part Of Russia & Urals

Key priority
area for
expansion

St. Petersburg
Pskov
Veliky Novgorod
Total Area(1) Total Population(1)
Regions
Tver’
Cherepovez (million km2, %) (million, %)
Vologda

Smolensk Yaroslavl

MOSCOW Kostroma European Part

Bryansk Kaluga of Russia And 5.7 (34%) 116.1 (82%)
VladimirIvanovo
N.Novgorod Kirov Urals
Orel Tula
Kursk
Lipetsk
Ryazan
Yoshkar-Ola
Siberia 5.1 (30%) 19.6 (14%)
Arzamas Perm
Cheboksary
Belgorod Saransk Izhevsk Other Regions 6.2 (36%) 6.5 (4%)
Kazan
Tambov Penza
Voronezh
Ulyanovsk Ekaterinburg
Total 17.0 (100%) 142.2 (100%)
Toglyatty
Saratov Ufa
Samara Chelyabinsk Tyumen
Rostov-na-Donu
Volgograd
Novorossiysk
Orenburg • CapEx for 2008 expected to be USD 1.2 -
Krasnodar
1.4 billion (excluding Karusel)
Sochi
Stavropol Elista
Astrakhan (1)
X5 Existing Operations
New regions to be entered in 2008

Source: Business Analytica, Rosstat

(1) As at 30 June 2008 p. 8
 Selective Acquisitions…

…Of Small Chains and Successful Franchises in Attractive Regions of European Russia
and Urals
# of Selling Real Estate
EV
Date Company Region EV/Sales Stores Space in Owner-
(USD mln)
(sq. m.) ship (sq.m.)

June-08 Franchisee Urals 11 (24%) 0.4x 83 31,100 14,700

Rationale:
getting strong
presence in a new Mar-08 Franchisee Perm 18 0.3x 28 9,300 1,900
region, establishing
platform for further Dec-2007 Korzinka Central 109 0.7x 22 20,000 12,352
organic development
Jan-07 Franchisee Urals NA NA 40 13,800 3,700

Rationale: Strana (1)

obtaining high-quality Dec-07 Moscow 63 0.8x 26 11,700 >11, 000
Gerkulesia
locations in the areas
with limited real estate
Oct-06 Mercado Moscow 200 NA 17 14,000 50,600
availability

(1) 26 stores were operational in 2007, three additional stores are scheduled for opening in 2008 (29 stores’ total selling space of 12,900 sq. m.)
p. 9
 Ensuring Best-In-Class Execution…

… to Drive LFL Sales and Continuously Improve Sales Densities

Pricing Initiatives Group 2007 and H1-08 LFL(1) Performance

Based on RUR-denominated
• Price offers for a group of SKUs during a gross sales
certain period 25%
27%
• In/out actions 20%
18%
• Packaged offers 13% 20%
5% 11%
11%
Assortment 12% 9% 13%
2% 9% 7%
• Increasing share and improving quality of fresh &
perishable products(2) Moscow St. Regions Total H1-08
Petersburg
• Non-food
• Private label 2007
• Increasing self-service, including pre-packaging

Improving Loyalty Programs Merchandising & PR

• Loyalty cards • TV
• Social programs • Mass media
• Billboards
• Leaflets (both in-store & direct mailing)

(1) LFL retail sales are calculated on a pro-forma basis, i.e. by including acquired Pyaterochka stores for the full year in each of 2006 and 2007, excluding Karusel
p. 10
 Enhancing Operational Efficiency

• Growing scale means more favourable purchasing terms

Supplier compared to competitors
• Bonuses received from suppliers effectively reduce the
Relationship cost of good purchased and support gross margin
Enhancement • Centralized purchasing is in place to optimize buying
benefits

• Increase participation of non-food items

Assortment • Identification of low turnover products
Improvement • Working capital improvement

• Long-term goal to have share of private label

products of:
Increased Private
• 40 – 50% in soft discounters
Label Sales
• 20 – 25% in supermarkets and hypermarkets

p. 11
 Enhancing Operational Efficiency

Supplier Relationship Enhancement & Logistics Infrastructure Development

Supplier Relationship Enhancement Logistics Infrastructure Development

• Relationship with suppliers – one of our key • Total DCs area operated by X5 at 30 June
competitive strengths 2008 was appr. 189 thousand sq.m.
• Current average level of centralization for the
• X5 is an attractive partner for both national total Company is appr. 50%
and local suppliers on the back of growing • X5 is implementing an ambitious long-term
sales volumes and expansion throughout the
project to build an integrated logistics
European Russia and the Urals
infrastructure, based on a network of multi-
• More than half of X5’s supplies are negotiated format distribution centers located in all big
centrally cities in the regions of X5 operations
• Expected results:
• At 31 December 2007 X5 sourced from • Improved labor productivity
approximately 4,000 suppliers
• Decrease in inventories
• X5’s ten largest suppliers account for • Support for promo activities and private
approximately 10% of total purchasing label development
• Support for fresh offers
Creation of a professional distribution operator for retail in Russia

p. 12
 Upgrading IT Systems

• X5 has chosen SAP for Retail as its enterprise resource planning system to provide strong
platform for future growth

• To facilitate control over processes ranging from strategic planning to store level operations

• Introduction of system to be conducted in stages

– First stage (expected to complete by 2009) to create technology platform to manage

retail operations (purchasing, logistics, inventory and accounting)

– Future steps to include functional financial models

p. 13
 X5 Track Record of Operating Performance

LFL(1) Gross Margins

Based on RUR-denominated % of net sales
gross sales
27% 25,2% 26,7% 26,4%
20%
15%

2006 2007 H1 2008 2005 2006 2007

Number Of Stores Net Selling Space

700
Thousand square meters
1 000
15 60
600
800
179 500 46
12 192
600 400
156 300
163
400
674 200 28 358
200 7 451 100 257
113 114
0 0
2005 2006 2007 2005 2006 2007
Soft Discount Stores Supermarkets Hypermarkets Soft Discount Stores Supermarkets Hypermarkets

(1) LFL retail sales are calculated on a pro-forma basis, i.e. by including acquired Pyaterochka stores for the full year in each of 2006 and 2007
p. 14
 X5 Track Record of Financial Performance

...Strong Growth Combined With Highly Attractive Margins

USD mln 2007 2006 % change, y-o-y

Net Sales 5,320.4 3,485.4 53%

Retail 5,284.3 3,460.4 53%
Gross Profit 1,403.9 928.9 51%
% Gross Margin 26.4% 26.7%
EBITDA 479.3 296.7 62%
% EBITDA Margin 9.0% 8.5%
Operating Profit 336.9 210.3 60%
% Operating Margin 6.3% 6.0%
Net Profit 143.7 102.2 41%
% Net Margin 2.7% 2.9%

(1) EBITDA calculated by adding depreciation and amortisation of USD 141.7m in 2007 and USD 86.4m in 2006
p. 15
 X5 Track Record of Financial Performance

... And Strong Cash Flow Generation

USD mln 2007 2006

Net Cash From Operating Activities 427.5 316.9

Net Cash (used in) / from Investing Activities (898.8) (40.9)
Net Cash (used in) / from Financing Activities 470.0 (138.1)
Effect of Exchange Rate Changes on Cash 12.8 0.2
Net Change in Cash Position 11.5 138.1

Short-Term Debt 253.7 218.0

Long-Term Debt 1,464.7 949.1
Total Debt 1,718.4 1,167.1
Cash and Cash Equivalents 179.5 168.0
Net Debt 1,538.9 999.1
Net Debt / EBITDA 3.2x 3.4x

Net Working Capital net of Short-Term Debt (437.1) (218.5)

p. 16
 H1 Operating and Financial Results
…Continuing Strong Performance
Growth (H1-2008) H1 2008 LFL Breakdown per Format
•61% increase in net retail sales excluding Karusel year-on-year in Based on RUR-
US dollar terms to USD 3,744 mln denominated gross sales Basket Traffic
35%
•Karusel’s net retail sales grew 63% year-on-year to USD 559 mln 30%
•X5’s LFL sales excluding Karusel grew 27% (in Rouble terms) 28%
25% 23%
•Karusel’s LFL growth totaled 35% 21%
19%
•In H1-08 X5 added 100 new stores (50,631sq. m. of net selling 15% 21%
space) organically and further 23 stores (132,014 sq.m. of net 20%
selling space) through the acquisition of Karusel 11% 14%
5% 8%
Profitability (Q1-2008), excluding Karusel 7%
Gross margin of 25.7% Soft Discount Supermarkets Hypermarkets Karusel Total*
EBITDA margin of 9.0% Stores Hypermarkets
Net margin of 4.8% * Including Karusel
As of 31 Dec As of 30 June Net added in
2007 2008 H1-08 USD mln Q1 2008 * Q1 2007 * % change, y-o-y

Stores 868 991 123 Net Sales 1,785.8 1,106.2 61%

- Discounters 674 762 88 incl. Retail 1,775.1 1,101.3 61%
- Supermarkets 179 190 11 Gross Profit 458.22 286.6 60%
- Hypermarkets 15 16 1 % Gross Margin 25.7% 25.9%
- Karusel Hypermarkets 0 23 23 EBITDA 161.0 107.1 50%
% EBITDA Margin 9.0% 9.7%
Net Selling Space EBIT 119.0 70.3 69%
609,209 791,854 182,645
(‘000 sq. m.)
% Operating Margin 6.7% 6.4%
- Discounters 357,517 389,321 31,804 Net Profit 86.3 27.1 219%
- Supermarkets 191,729 205,333 13,603
% Net Margin 4.8% 2.4%
- Hypermarkets 59,963 65,187 5,224
- Karusel Hypermarkets 0 132,014 132,014 * Excluding Karusel

p. 17
 Karusel Acquisition…
...Compelling Investment Proposition

Significant Step-Up in Scale of  #1 Position in Russian Food Retail by Revenues – Increasing Lead over
X5’s Business Closest Competitor by over 60%(2)

Immediate Position as a
 Leading Position in the Fastest Growing Food Retail Format in Russia
Leading Hypermarket Operator

 Complementary to Existing Regional Presence - Opportunity to Leverage

Excellent Geographic Fit
on Existing Operations

Acquisition of High Quality

 Owned Stores at High Quality Locations
Assets

Financially Compelling
 Significant Synergy Benefits
Acquisition

(1) Based on 2007 PF revenues of X5 including Karusel

p. 18
 Transaction Highlights

Transaction  Acquisition of 100% of shares in Formata Holding BV, owner of the

Structure Karusel Hypermarket chain

 Value determined by formula in the Call Option Agreement

 Equity value: c.$925 million
Transaction Value  Additional $15 million paid to acquire certain intellectual property for
use in the business including Karusel’s business platform, brands,
patents, licenses, IT and other relevant documentation

Funding  c.25% of equity value paid in X5 shares(1) and remainder in cash

Structure

Timing  Transaction closed on June 26, 2008

(1) 6,986,020 X5 GDRs paid at a provisional value of USD 33.10 per GDR
p. 19
 Karusel Overview

Business Highlights # 5 Hypermarket Operator in Russia

 #5 hypermarket operator in Russia both by sales and net Net Sales, USD mln

selling space as at 31 December 2007 Net Selling Space, '000 sq. m.

3 500
 Strong presence in key markets 3 200

− 23 stores located in St. Petersburg & North West region,

Moscow region, Yaroslavl, Nizhny Novgorod & Dzerzhinsk,
Volgograd, and Izhevsk 1 560
1 115
 Extensive real estate portfolio and land bank 831
− All existing hypermarkets as at 30 June 2008 are owned 351 272 177 115
377
96 84
− Several stores under construction
Metro Auchan Lenta O'Key Karusel Mosmart
 Strong historical revenue growth and attractive margin
structure Note: Figures as at 31 December 2007

Cumulative Store Opening Schedule Net Sales, Margins & Store Count
22 22 22 23 Net Sales, USD mln # of Stores Gross Margin %
19 19
23.7% 24.9%
21.6%
11
9 22
6 7 19
6
3 361 831
1 1 1
84
Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
FY 2005 FY 2006 FY 2007
2004 2005 2006 2007 2008

Sources: Companies’ public information, Business Analytica and X5 estimates

p. 20
 Significant Step-Up in Scale of Business

2007 Share in Top-10 Retailers+Karusel(1) 2007 Net Selling Space

25.1%
724 ‘000 sq.m.
21.7% 652
609

15.0%
14.3%
13.0%
351

272
224
6.4% 6.1%
5.8% 177
5.2% 4.7% 151 147
4.5% 3.4% 115 100 96

Metro

Kopeyka
Magnit

7th Continent

O'Key
X5 + Karusel

Karusel
Dixy
Dixy

Lenta
X5

Viktoria
Magnit

O'Key

Auchan
Metro

Viktoria
X5

Auchan

Kopeyka

7th Continent
X5 + Karusel

Lenta

Karusel

 The combined X5 and Karusel now has a market share of 25.1% in the Top-10 Russian food
retailers including Karusel, which translates into 3.2% market share in the total food retail
market of Russia(2)
 Significant lead ahead of its closest competitors – over 60% gap in terms of PF 2007 sales

Sources: Companies’ public information, Business Analytica

(1) Share of top 10 food retailers and Karusel in Russia in 2007
(2) In accordance with Business Analytica report - in 2007 the size of the total food retail market of Russia amounted to USD 190 bln p. 21
 Karusel Acquisition…

Evolution of Russian Modern Food Retail(1) Russian Hypermarket Operators Store Count
2003 2010F [2]
16.6%
44.4%
29.4% 39 37 (2)
26 22 (2)
18 15 12

Metro X5 + Lenta Karusel Auchan X5 O'Key

Karusel
40.4% Note: Figures as of 31 December 2007

43.0% 26.2% Russian Hypermarket Operators Sales(3)

3 500 USD mln
13.3% 45.4%
3 200
Share of modern formats in Russian food retail (1)
1 560 1 224
1 115 831 393
Discounters Supermarkets Hypermarkets

Metro Auchan Lenta X5 + O'Key Karusel X5

Karusel
Note: Figures as of 31 December 2007
 Enhancement of presence in hypermarkets –portfolio of 39 hypermarkets post Karusel acquisition
 100% owned stores in high quality locations
 Significant synergy benefits

Source: Business Analytica

(1) For cities above 100,000 inhabitants; (2) One additional Karusel hypermarket was opened in March 2008, one additional X5 hypermarket was opened in February 2008;
(3) Based on net sales; p. 22
 Excellent Geographic Fit

St. Petersburg
Moscow region St. Petersburg & North West region – 15 stores in operation
– 4 stores Pskov and 1 store under construction
Veliky Novgorod

Cherepovez Yaroslavl – 1 store opened in a test mode

Tver’ Vologda

Smolensk Yaroslavl
Nizhny Novgorod & Dzerzhinsk – 2 stores
MOSCOW Kostroma
Kaluga
Bryansk
VladimirIvanovo Izhevsk –
N.Novgorod Kirov
Orel Tula 1 store
Kursk Ryazan
Lipetsk Arzamas Yoshkar-Ola Perm
Cheboksary
Belgorod Saransk Izhevsk
Kazan
Tambov Penza
Voronezh
Ulyanovsk Ekaterinburg
Toglyatty
Saratov Ufa
Samara Chelyabinsk Tyumen
Rostov-na-Donu
Volgograd Yekaterinburg – 1 store
Novorossiysk under construction
Orenburg
Krasnodar
Volgograd – X5 Existing Operations
Sochi
Stavropol Elista 1 store New regions to be entered in 2008
Astrakhan

Karusel Hypermarkets

 Almost 20% addition to X5 net selling space based on 2007 results

 Karusel stores complement X5’s existing regional presence, maximizing efficiency
 X5 asset base will be enhanced through the addition of high quality locations and ownership of
Karusel stores

Sources: Karusel public data

p. 23
 Karusel - Significant Synergy Benefits

Synergies Sources

 Improvement in sales per sq. m. of existing Karusel stores through

Sales − Rebranding − Improvement in assortment
− Layout improvement − More competitive pricing & active
promotions

 Enhancement of X5-Karusel combined purchasing power & better

Gross purchasing terms/contracts
Margin
 Leveraging on X5 logistics infrastructure

 Optimization of management & administrative overheads

EBITDA  Retail operating expense leverage – economies of scale
 Better non-commercial purchasing

Total integration costs expected to be USD 150 mln in 2008 and 2009

p. 24
 USD 1 bln Rights Offering…
... Successfully Completed in May to Finance the Acquisition of Karusel
 USD1,026 mln offering of rights to eligible (1) existing GDR holders to acquire new GDRs
(48.1m new GDRs at USD 21.32 per new GDR (ratio of 2:9))
 New GDRs which were not subscribed for by the end of the Subscription Period were offered
Offering Structure for sale by the underwriters in the Rump Offering
 Rights to acquire GDRs were not be tradable, however there was a “make-whole” provision
resulting from the placement of the Rump to compensate non-participating shareholders

 Subscription rate - 96.5%

 The unsubscribed portion of the Offering (3.5%) included the Company’s Treasury Shares
(1.74%) that were not eligible to participate. Excluding them, subscription rate would have
been 98.2%
 The unsubscribed GDRs were placed in the Rump Offering at a price of USD 35.0 per GDR
Results
 As a result of the Offering, X5’s gross proceeds totaled USD 1,026 million
 An amount of USD 22.96 million (based on the difference between the Rump Offering price
(USD 35.0) and the Subscription price (USD 21.32) was paid to unsubscribed shareholders
 To satisfy high investor demand in the Rump Offering, the Company sold its Treasury Shares
(3,769,113 GDRs) at the same price, generating additional proceeds of USD 131.9 million

 The gross proceeds of the Offering used to fund the cash portion of the purchase price for
Karusel
Use of Proceeds
 The remaining amount to be used for rebranding, restyling and integration of Karusel
hypermarkets and for general corporate purposes

(1) Qualified investors within the meaning of relevant implementation of the Prospectus Directive outside of the US (under Reg S) and qualified institutional
buyers in the US (pursuant to Rule 144A)
p. 25
 Disclaimer

This presentation does not constitute or form part of and should not be construed as an advertisement of securities, an offer or invitation to sell or issue or the solicitation of an offer to buy or
acquire or subscribe for securities of X5 Retail Group N.V. or any of its subsidiaries or any depositary receipts representing such securities in any jurisdiction or an invitation or inducement to
engage in investment activity in relation thereto. In particular, this presentation does not constitute an advertisement or an offer of securities in the Russian Federation.

No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

No representation, warranty or undertaking, express or implied, is given by or on behalf of X5 Retail Group N.V. or any of its directors, officers, employees, shareholders, affiliates, advisers,
representatives or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein or any
other material discussed at the presentation.  Neither X5 Retail Group N.V. nor any of its directors, officers, employees, shareholders, affiliates, advisors, representatives or any other person shall
have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or any other material discussed at the presentation or their contents or
otherwise arising in connection with the presentation.

This presentation includes statements that are, or may be deemed to be, “forward-looking statements”, with respect to the financial condition, results, operations and businesses of X5 Retail
Group N.V. 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 Retail Group N.V’s control. As
a result, X5 Retail Group N.V’s actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements. X5 Retail Group N.V. assumes no
responsibility to update any of the forward looking statements contained in this presentation.

This presentation is not for distribution in, nor does it constitute an offer of securities for sale, or the solicitation of an offer to subscribe for securities in Australia, Canada, Japan or in any
jurisdiction where such distribution, offer or solicitation is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or
possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to, or viewed by any U.S. person as defined in Regulation S under the US
Securities Act 1933 (the "Securities Act”). Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The
distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any other document or other information referred to herein
comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

For Russian law purposes, the securities mentioned in this presentation (the "Securities") represent foreign securities. It is not permitted to place or publicly circulate the Securities on the territory
of the Russian Federation at present. No prospectus for the issue of the Securities has been or is intended to be registered with the Federal Service for Financial Markets of the Russian
Federation. The information provided in this presentation is not intended to advertise or facilitate the offer of the Securities in the territory of the Russian Federation. This presentation does not
represent an offer to acquire the Securities or an invitation to make offers to acquire the Securities.

The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice. Some of the information is still in draft form
and neither X5 Retail Group N.V. nor any other party is under any duty to update or inform recipients of this presentation of any changes to such information or opinions. In particular, it should
be noted that some of the financial information relating to X5 Retail Group N.V. and its subsidiaries contained in this document has not been audited and in some cases is based on management
information and estimates.

Neither X5 Retail Group N.V. nor any of its agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the statements contained in this
presentation.

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