X5 ANNOUNCES SETTLEMENT OF DEBUT RUB 20B EUROBOND

X5 ANNOUNCES SETTLEMENT OF DEBUT RUB 20 BILLION

EUROBOND ISSUE

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

Amsterdam, 19 April 2017 - X5 Finance B.V., a wholly owned subsidiary of X5 Retail Group N.V., together with X5 Retail Group N.V., a leading Russian food retailer (LSE ticker: "FIVE"), announce the closing and settlement of a debut RUB 20 billion eurobond issue due April 2020 with a coupon rate of 9.25% per annum paid semi-annually.

Igor Shekhterman, X5 CEO, said:

"I am happy to announce that X5 completed its debut eurobond issue, with significant investor interest across numerous geographies. This represents the largest rouble eurobond issue to be successfully priced since the market for this instrument re-opened in Q4 2016. We were happy to see very high-quality international investors, including large institutional funds and private banks participate in this issue. This has also enabled us to establish a strong benchmark for future issuance and to diversify the geography of our debt investor base."

The eurobonds were issued by X5 Finance B.V. with guarantees from X5 Retail Group N.V., Trade House "PEREKRIOSTOK" JSC and "Agrotorg Limited Liability Company".

X5 Retail Group N.V. intends to use the net proceeds of the issue to refinance existing indebtedness.

This announcement may be provided only to persons who are not U.S. Persons (as defined in Regulation S under the Securities Act of 1933, as amended (the "Securities Act")) and are located outside the United States. This announcement may not be distributed, taken or transmitted in or into the United States, its territories or possessions, it may not be distributed, taken or transmitted in any other jurisdiction in which to do so would be unlawful and any forwarding, distribution or reproduction of this announcement in whole or in part is unauthorised. Failure to comply with this notice may result in a violation of the Securities Act, or the applicable laws of other jurisdictions.

This announcement is not an offer of securities for sale in any jurisdiction. Any securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States unless such securities are registered under the Securities Act or are offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with state securities laws.

The information contained herein shall not constitute or form part of any offer to sell or solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United Kingdom. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This announcement or information contained therein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation (within the meaning of Russian securities laws). Information contained herein must not be distributed or circulated into the Russian Federation or made available in the Russian Federation to any persons, unless and to the extent otherwise permitted under Russian law. The securities have not been and will not be registered in the Russian Federation and are not intended for "placement", "offer", "circulation" or "advertisement" in the Russian Federation (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.

Elements of this press release contain or may contain inside information of X5 Retail Group N.V. within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU).

Note to Editors:

X5 Retail Group N.V. (LSE: FIVE, Fitch - 'BB', Moody's - 'Ba2', S&P - 'BB') is a leading Russian food retailer. The Company operates several retail formats: the chain of proximity stores under the Pyaterochka brand, the supermarket chain under the Perekrestok brand, the hypermarket chain under the Karusel brand and Express convenience stores under various brands.

As of 31 December 2016, X5 had 9,187 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. Its store base includes 8,363 Pyaterochka proximity stores, 539 Perekrestok supermarkets, 91 Karusel hypermarkets and 194 convenience stores. The Company operates 35 DCs and 2,318 Company-owned trucks across the Russian Federation.

For the full year 2016, revenue totalled RUB 1,033,667 mln (USD 15,420 mln), Adjusted EBITDA reached RUB 79,519 mln (USD 1,186 mln), and net profit for the period amounted to RUB 22,291 mln (USD 333 mln).

X5's Shareholder structure is as follows: Alfa Group - 47.86%, Intertrust Trustees Ltd (Axon Trust) - 11.43%, X5 Directors - 0.06%, treasury shares - 0.01%, Shareholders with less than 3% - 40.63%.