MGNT.L Regulatory News (MGNT)

Update on amendments of the procedure for conversion of global depositary receipts of PJSC MAGNIT

Krasnodar, Russia (July 18, 2022): Magnit PJSC (MOEX and LSE: MGNT; Magnit, the Company), one of Russia’s leading retailers, notifies on amendments of the laws of the Russian Federation related to the procedure for conversion (cancellation) of the global depositary receipts representing the Company’s ordinary shares (the “GDRs”).

Federal law No 319-FZ “On Amendment of Certain Legislative Acts of the Russian Federation” (“Law No 319-FZ”) came into force on July 14, 2022, which provides, among other things, amendments of procedure for receiving of shares of Russian issuers by holders of depositary receipts representing such shares (“Underlying Shares”), including in case of termination of depositary receipts programs, in particular:

Russian issuers of Underlying Shares within five business days following the date determined by the Board of Directors of the Bank of Russia shall notify the Russian custodians, where DR program depo accounts for recording Underlying Shares of the corresponding Russian issuers have been opened (the “Custodian”), that actions need to be taken to ensure Automatic Conversion.

The Central Depositary, the Custodian and Russian depositaries, where the DR rights are recorded at, shall carry out operations for the purposes of Automatic Conversion in accordance with the procedure and within the time limits determined by the Bank of Russia.

Holders of depositary receipts, which are accounted for by foreign depositaries, who are unable to get Underlying Shares, including due to sanctions, are entitled to apply to the Custodian with a request for compulsory conversion of depositary receipts.

Such application accompanied by relevant documents shall be made within 90 days from the effective date of the Law No 319-FZ that is July 14, 2022.

The Custodian shall, within 10 business days following the above period, open a depo account in the name of the holder, debit the corresponding number of Underlying Shares from the DR depo account and credit them to the holder’s depo account opened in the name of the applicant.

The Custodian may refuse to do the above actions if it has reasonable doubts with respect to the accuracy and (or) completeness or lack of information provided in the application for compulsory conversion and documents thereto.

In addition, the Law No 319-FZ stipulates that operations under compulsory conversion shall not be carried out if the total number of Underlying shares referenced by applications for compulsory conversion will exceed the number of Underlying shares accounted for on DR depo account.

Full text of the Law No 319-FZ is available at http://publication.pravo.gov.ru/Document/View/0001202207140088 (in Russian).

The Company plans to notify CB “JPMorgan Bank International” (LLC) (The Custodian of the Company) that actions need to be taken to ensure the Automatic Conversion of Magnit GDRs within the time limit to be determined by the Board of Directors of the Bank of Russia.

For further information on procedure for Automatic Conversion and exercise of rights to compulsory conversion of Magnit GDRs please contact CB “JPMorgan Bank International” (LLC) (contact information is available at https://www.jpmorgan.ru/en/contact-us).

For further information and clarification, please contact magnitGDR@magnit.ru.

This statement does not constitute individual investment, financial or legal advice. This statement is for information purposes only and PJSC Magnit shall not be liable if the interpretation of applicable laws and regulations by the relevant state authorities differs from the interpretation given in this statement. Holders of depositary receipts should make an independent decision on how to act in connection with the published statement and, if necessary, contact their investment, legal and other advisors.