DIXY : Board of Directors recommends to approve the delisting of shares from MOEX and set up a repurchase price at RUB 340 per share

The Board of Directors of PJSC DIXY Group took a decision to support a proposal of the Company's principal shareholder, DIXY Holding Limited to file an application to delist the Company's shares from the Moscow Exchange (the "MOEX") and recommended the Company's shareholders to approve the delisting of the Company's shares.

The Board of Directors called for an extraordinary general shareholders' meeting (the "EGM") in the form of absentee voting to be held on December 25, 2017. December 4, 2017 is set as the date of identification of the persons entitled to participate in the meeting (the "Record Date").

In accordance with the applicable Russian law shareholders of the Company who would vote against the filing of the application to delist the Company's shares, or do not participate in voting on this item of the EGM agenda, will have the right to request full or partial repurchase of their shares by the Company. The Board of Directors set up a price for the repurchase of shares from shareholders at 340 (three hundred forty) Russian rubles for 1 (one) ordinary share of PJSC DIXY Group, based on a) the independent appraisal of valuation prepared by the LLC "PricewaterhouseCoopers Consulting" and b) the information prepared by the MOEX on the volume-weighted average share price, identified as a result of organized trading of the Company stock during a preceding six-month period.

The Board of Directors also authorized JSC DIXY Yug (PJSC DIXY Group's fully owned subsidiary) to purchase the shares of PJSC DIXY Group from the market for the amount not exceeding RUB 2 billion in addition to the earlier approved financing of the share repurchase programme in July and September 2017.

In accordance with Article 75 of the Russian Federal Law On Joint Stock Companies, shareholders of the Company who vote against the filing of the application to delist the Company's shares, or do not participate in voting on this item, will have the right to request full or partial repurchase of their shares by the Company.

Only shareholders who owned the Company's shares at the Record Date and voted against the above mentioned item or did not participate in voting on the above mentioned item at the EGM will have the right to request that their shares should be repurchased, subject to the limitations set by the law.

PJSC DIXY Group may not spend more than 10% of the value of its net assets (calculated in accordance with the Russian Accounting Standards). In the event that shareholders request the repurchase of more shares than the Company is allowed by the law, shares submitted for repurchase will be repurchased on a pro rata basis. A shareholder may not tender for repurchase of shares in excess of the number of shares that such shareholder held as at the Record Date.

All payments relating to the repurchase of the Company's shares will be made in Russian rubles.

In accordance with the Russian law, shareholders will have the right to request the repurchase of their shares or withdraw their requests within 45 calendar days from the date of the EGM. Withdrawal requests may only be made in respect of all, but not part, of the shares which were tendered for the repurchase.

Further information in respect of the repurchase procedure will be disclosed in the materials for the EGM, which are to be available for shareholders not later than December 5, 2017.

Note for editors:

As of September 30, 2017 the Company operated 2,704 stores, including 2,534 DIXY convenience stores, 130 Victoria stores and 40 compact hypermarkets MegaMart and MiniMart, all located in 752 Russian towns and settlements.

The Company operates in Central, Northwestern, Volga and Urals federal districts of Russia, and in Kaliningrad and Kaliningrad region.

In 2016, the Company's total revenue amounted to RUB 311 billion. PJSC DIXY Group shares are traded in Moscow Exchange since 2007.