Magnit : Information regarding amendments to the articles of association of PJSC Magnit

Item on the agenda of the annual session of the

General Shareholders Meeting

Wording of the resolution on the item of the agenda of the annual session of the General Shareholders Meeting

7) Approval of a restated version of the Articles of Association of PJSC Magnit

"To approve the restated version of the Articles of Association of PJSC Magnit"

Additional information

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Current version

Restated version (green highlights, changes in the proposed vs. the current version are in bold)

Comments

1.

Subcl. 22 Art. 13.2 of the Articles:

13.2. The following matters shall be reserved to the General Shareholders Meeting:

...

22) to resolve on the company's participation in financial and industrial groups, associations and other unions of business entities;

Subcl. 22 Art. 13.2 of the Articles:

13.2. The following matters shall be reserved to the General Shareholders Meeting:

....

22) to resolve on establishment of associations (unions) or other groups of legal entities or individuals and legal entities and on participation, including termination of participation,

in associations (unions) or other groups of legal entities or individuals and legal entities;

Subcl. 18 Cl. 1 Art. 48 of the Federal Law No. 208-FZ dated 26.12.1995 on Joint-Stock Companies (hereinafter also referred to as the "JSC Law"), which governs this authority, was amended on 31.07.2025.

2.

Subcl. 11 Art. 13.7 of the Articles:

13.7. The below-listed matters may be decided by the General Shareholders Meeting only if proposed by the Board of Directors:

...

11) to resolve on the company's participation in financial and industrial groups, associations and other unions of business entities;

Subcl. 11 Art. 13.7 of the Articles:

13.7 The below-listed matters may be decided by the General Shareholders Meeting only if proposed by the Board of Directors:

...

11) to resolve on establishment of associations (unions) or other groups of legal entities or individuals and legal entities and on participation, including termination of participation, in

associations (unions) or other groups of legal entities or individuals and legal entities;

Subcl. 18 Cl. 1 Art. 48 of the JSC Law, which governs this authority, was amended on 31.07.2025.

3.

Par. 2 Art. 13.12 of the Articles:

Such proposals shall be submitted to the company no later than 60 days following the end of the reporting year.

Par. 2 Art. 13.12 of the Articles:

Such proposals shall be submitted to the company no earlier than on 1 July of the reporting year and no later than 60 days following the end of the reporting

year

A restriction on the time period for submitting proposals for the agenda of an annual session of the General Shareholders Meeting (hereinafter also referred to as the "AGM" or "GSM") has been added (Сl. 1 Art. 53 of the

JSC Law).

4.

Art. 13.14 of the Articles:

A proposal to nominate candidates shall contain full name of each proposed candidate, their date of birth, identification document details (series and/or number of the document, date and place of its issue, name of the issuing authority), contact address and the name of the body that the candidate is proposed to.

Art. 13.14 of the Articles:

A proposal to nominate candidates shall contain full name of each proposed candidate, their date of birth, identification document details (series and/or number of the document, date and place of its issue, name of the issuing authority), contact address and the name of the body that the candidate is proposed to. The proposal shall be submitted together with statements of consent of each of the proposed

candidates to be elected to the respective body.

A requirement to submit a statement of consent of the proposed candidate together with their proposed nomination has been added (Cl. 4 Art. 53 of the JSC Law).

Additional information

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Current version

Restated version (green highlights, changes in the proposed vs. the current version are in bold)

Comments

5.

Not in the current version.

Par. 2 Art. 13.26 of the Articles:

In case of a session of the General Shareholders Meeting where voting in praesentia is held together with absentee voting, the General Shareholders Meeting shall be deemed to have the authority to pass resolutions if shareholders aggregately holding more than 50% of the voting rights attached to the company's outstanding shares

participate in the session and absentee voting.

A rule for determining the quorum for a session of the GSM held together with absentee voting has been added (Cl. 1 Art. 58 of the JSC Law).

6.

Not in the current version.

Par. 5 Art. 13.26 of the Articles:

The final date for submitting the voting ballots for absentee voting held together with voting in praesentia at a session of the General Shareholders Meeting shall be two days prior to the date of such

session.

The provision has been moved from Par. 2 Art. 13.30 of the current version of the Articles. The interpretation of what is considered to be the final date for submitting ballots for sessions where voting in praesentia

is held together with absentee voting remains the same.

7.

Art. 13.28 of the Articles:

The General Meeting's agenda items shall be voted on by ballots.

Art. 13.28 of the Articles:

Resolutions of the General Shareholders Meeting

shall be voted on by voting ballots.

This provision of the Articles has been aligned with the current Russian legislation on joint stock companies.

8.

Par. 1 Art. 13.30 of the Articles:

Persons included in the list of those entitled to participate in the General Shareholders Meeting other than the General Meeting held in the form of absentee voting, or their representatives, may register to participate therein or forward their completed ballots to the company.

Par. 1 Art. 13.30 of the Articles:

In case of a session of the General Shareholders Meeting where voting in praesentia is held together with absentee voting, persons entitled to vote on resolutions of the General Shareholders Meeting can exercise their voting rights with regard to the items on the agenda by voting in absentia or by voting at the session of the General Shareholders Meeting. Persons who have cast their vote in absentia shall have the right to take part in the session of the General Shareholders Meeting

without being able to vote thereat.

The wording has been adapted to align with the new terminology (Cl. 1 Art. 50.1 of the JSC Law); also, a clarification has been added regarding the status of persons who cast their vote in absentia by ballots but who are present at the session of the GSM (Cl. 7 Art. 50.1 of the JSC Law).

9.

Par. 2 Art. 13.30 of the Articles:

Voting ballots shall be counted towards the calculation of the quorum and voting results if

received by the company no later than 2 days prior to the General Shareholders Meeting.

Par. 2 Art. 13.30 of the Articles:

…

Not in the restated version.

The provision has been moved to Par. 5 Art.

13.26 of the Articles.

10.

Subcl. 41 Art. 14.2 of the Articles:

Matters reserved to the Board of Directors:

…

14.2. The following matters shall be reserved to the company's Board of Directors:

41) to pass resolutions to invest in non-profit entities, other than the entities referred to in Article 48.1(18) of the Federal Law on Joint Stock Companies;

Subcl. 41 Art. 14.2 of the Articles:

Matters reserved to the Board of Directors:

…

14.2. The following matters shall be reserved to the company's Board of Directors:

41) to pass resolutions on establishment of nonprofit entities by the company and on the company's participation, including termination of participation, in such entities, other than entities establishment of which and participation and termination of participation in which falls within the remit of the General Shareholders Meeting;

This provision of the Articles has been aligned with the current version of the JSC Law - Subcl. 17.1 Cl. 1 Art. 65 of the JSC Law was amended on 31.07.2025.

11.

Art. 14.4 of the Articles:

14.4. The Board of Directors of the company shall consist of nine (9) members and be elected by the General Shareholders Meeting.

The Board of Directors, composed of eleven (11) members elected in accordance with the last edition of the Articles of Association, is legitimate and functions until the next General Shareholders Meeting convened to elect members of the Board of Directors.

The Board of Directors shall be elected for a term extending until the next annual General Shareholders Meeting.

If the annual General Meeting of Shareholders has not been held within the period set out in Article

47.1 of the Federal Law on Joint Stock Companies, the powers of the Board of Directors shall be

terminated, except for the powers to prepare,

Par. 4 Art. 14.4 of the Articles:

14.4. The Board of Directors of the company shall consist of nine (9) members and be elected by the General Shareholders Meeting.

The Board of Directors shall be elected for a term extending until the next annual session of the General Shareholders Meeting.

If the annual session of the General Shareholders Meeting has not been held within the period set out in Article 47.3 of the Federal Law on Joint Stock Companies, the powers of the Board of Directors shall be terminated, except for the powers to prepare and hold an annual session of the General Shareholders Meeting.

Should the General Shareholders Meeting fail to pass a resolution on the election of members of the Board of Directors at its annual session, the powers

of the Board of Directors shall be terminated,

Par. 2 Art. 14.4 of the current version of the Articles: the transitional period has ended, so this provision is not needed in the restated version of the Articles.

Par. 4 Art. 14.4 of the restated version of the Articles: the last sentence of Cl. 1 Art. 66 of the JSC Law eliminates the conflict of law in the case no Board of Directors is elected (previously, the powers of the outgoing Board of Directors were terminated as of the AGM and there was no possibility to convene an extraordinary session of the GSM to elect a new Board of Directors).

Additional information

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Current version

Restated version (green highlights, changes in the proposed vs. the current version are in bold)

Comments

convene and hold an annual General Meeting of Shareholders.

except for the powers to prepare and hold an extraordinary session of the General Shareholders Meeting to pass a resolution on the election of

members of the Board of Directors.

12.

Par. 2 Art. 14.5 of the Articles:

The members of the collective executive body (Management Board) may not account for more than one fourth of the members of the company's Board of Directors. The sole executive bodies (President and Chief Executive Officer) may not simultaneously serve as Chairman of the Board of Directors.

Par. 2 Art. 14.5 of the Articles:

Individuals serving as the company's sole executive bodies (President and Chief Executive Officer) and members of the collective executive body (Management Board) may not account for more than one fourth of the members of the company's Board of Directors and may not simultaneously serve as Chairman of the Board of Directors.

The JSC Law was amended with Par. 2 Cl. 2 Art. 66 stating that The President and the Chief Executive Officer may not account for more than ¼ of the members of the Board of Directors.

Also, a member of the Management Board may not serve as Chairman of the Board of Directors.

13.

Art. 14.12, 14.13, 14.14 of the Articles:

Board of Directors.

Art. 14.12, 14.13 of the Articles:

14.12. Resolutions of the company's Board of Directors may be passed at its sessions or via absentee voting.

14.13. The Chairman of the Board of Directors may decide on holding a session or absentee voting at their own discretion or at the request of a member of the Board of Directors, the officer in charge of arranging and conducting internal audits, the company's auditing organisation, the company's collective executive body (Management Board) or any of the company's sole executive bodies (President or Chief Executive Officer).

The procedure for deciding on holding sessions or absentee voting as well as the procedure for preparing and holding sessions of the Board of Directors or absentee voting on resolutions thereof shall be set out in the Regulations on the Board of Directors.

Art. 14.12-14.14 of the current version of the Articles have been reworded and aligned with the amended version of the JSC Law and combined into Art. 14.12-14.13 of the restated version of the Articles.

14.

Art. 14.15 of the Articles:

The meeting of the Board of Directors shall be deemed quorate if more than half of the Board members stipulated in the Articles of Association are present or have submitted their opinions in writing, save for former members of the Board of Directors.

Art. 14.16 of the Articles:

A resolution of the Board of Directors passed by absentee voting shall be deemed valid if more than one half of the Board members stipulated by the Articles of Association took part in voting, unless a different quorum is required for certain matters by

the Federal Law on Joint Stock Companies or the company's Articles of Association.

Art. 14.14 of the Articles:

14.14. The quorum of the company's Board of Directors required to resolve on matters shall consist of at least half of the elected members of the company's Board of Directors.

This provision has been aligned with Cl. 2 Art. 68 of the JSC Law.

15.

Art. 14.17 of the Articles:

Resolutions of the Board of Directors shall be passed by majority of votes of its members who are present at the meeting and/or have submitted their opinions in writing, unless a greater majority of votes is required for passing a resolution pursuant to the Federal Law on Joint Stock Companies, the company's Articles of Association or the company's by-law setting out the procedure for convening and holding the meetings of the company's Board of Directors.

In case of absentee voting, a resolution of the Board of Directors shall be deemed passed if more than one half of the participating members of the Board of Directors vote in favour of it, unless otherwise stipulated by the Federal Law on Joint Stock Companies or the company's Articles of

Association.

Art. 14.15 of the Articles:

Resolutions of the company's Board of Directors shall be passed by majority of votes of its members participating in the session or absentee voting, unless a greater majority of votes is required for passing the respective resolution pursuant to the Federal Law on Joint Stock Companies, these Articles of Association or the company's by-law governing the activities of the company's Board of Directors.

This provision has been aligned with Cl. 3 Art. 68 of the JSC Law.

Additional information

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Current version

Restated version (green highlights, changes in the proposed vs. the current version are in bold)

Comments

16.

Art. 14.19 of the Articles:

Resolutions of the Board of Directors on the matters listed below shall be passed by majority of votes of all its elected members (save for the former members), unless a greater majority of votes is required for passing a resolution pursuant to the Federal Law on Joint Stock Companies, <…>

Art. 14.17 of the Articles:

14.17. Resolutions of the Board of Directors on the matters listed below shall be passed by majority of votes of all its elected members, unless a greater majority of votes is required for passing a resolution pursuant to the Federal Law on Joint Stock Companies, <…>

This provision of the Articles has been aligned with the current version of the JSC Law.

17.

Art. 16.4 of the Articles:

The Management Board shall be elected annually by the Board of Directors at the first meeting following the annual General Shareholders Meeting.

Art. 16.4 of the Articles:

The Management Board shall be elected annually by the Board of Directors at its first session following the annual session of the General Shareholders Meeting or via absentee voting.

This provision of the Articles has been aligned with the current version of the JSC Law.

18.

Art. 16.10 of the Articles:

A meeting of the company's Management Board may be convened by the Chairman of the Management Board at their own discretion or at the request of a member of the Board of Directors, the President, a member of the Management Board or the company's auditor.

Art. 16.10 of the Articles:

A session of the company's Management Board or absentee voting on resolutions of the company's Management Board (hereinafter in clauses 16.10 to

16.14 hereof - session of the Management Board or absentee voting thereof) is arranged by the Chairman of the Management Board at their own discretion.

This provision has been aligned with Par. 5 Cl. 2 Art. 70 of the JSC Law.

19.

Art. 16.12 of the Articles:

A meeting of the Management Board shall be deemed quorate if more than one half of its members, as set out in the resolution of the Board of Directors, are present. If the number of members of the Management Board becomes less than the established quorum, the Board of Directors shall form a new Management Board or elect additional members thereto.

Art. 16.12 of the Articles:

The quorum of the company's Management Board required to resolve on matters shall consist of at least half of the members of the company's Management Board as set out in the resolution of the Board of Directors. If the number of members of the Management Board becomes less than the established quorum, the Board of Directors shall form a new Management Board.

This provision has been aligned with Cl. 2 Art. 70 of the JSC Law.

20.

Subcl. 11 Art. 17.9 of the Articles:

Art. 17.9. The Chief Executive Officer shall act on behalf of the company without a power of attorney and shall, inter alia:

...

11) make decisions for the company to invest in, or divest from, any business entities;

Subcl. 11 Art. 17.9 of the Articles:

Art. 17.9. The Chief Executive Officer shall act on behalf of the company without a power of attorney and shall, inter alia:

...

11) make decisions regarding establishment of any business entities by the company and its participation, including termination of participation, in such business entities;

This provision has been aligned with the updated terminology in Subcl. 18 Cl. 1 Art. 48 and Subcl. 17.1 Cl. 1 Art. 65 of the JSC Law.

Changes to the terminology in the Articles of Association to conform to the current version of the Federal Law on Joint Stock Companies.

1.

Annual General Shareholders Meeting Extraordinary General Shareholders Meeting General Shareholders Meeting / meeting (in the sense of an event)

Annual session of the General Shareholders Meeting Extraordinary session of the General Shareholders Meeting

Session of the General Shareholders Meeting / Session of the General Shareholders Meeting or absentee voting thereof / session of the General Shareholders Meeting or absentee voting on resolutions thereof

Art. 7.13, Subcl. 8.7.3, Art. 13.1, Art. 13.2,

Art. 13.5, Art. 13.6, Art. 13.8, Art. 13.9, Art.

13.10, Art. 13.11, Art. 13.12, Art. 13.17, Art.

13.21, Art. 13.22, Art. 13.23, Art. 13.24, Art.

13.25, Art. 13.26, Art. 13.27, Art. 13.30, Art.

13.32, Art. 13.34, Art. 14.2, Art. 14.4, Art.

14.6, Art. 14.10, Art. 14.17, Art. 16.4, Art.

19.2, Art. 20.2 of the Articles.

2.

List of persons entitled to participate in the General Shareholders Meeting

Have the right to vote at a General Meetings of

Shareholders (including in absentia) on all matters within its remit

List of persons entitled to vote on resolutions of the General Shareholders Meeting

Have the right to vote on resolutions of the General Shareholders Meeting

Art. 8.8, Art. 13.9, Art. 13.11, Art. 13.32, Art.

13.34, Art. 14.2, Art. 21.2 of the Articles.

3.

Convening an extraordinary General Shareholders Meeting

Convening an annual or extraordinary General Shareholders Meeting

To request that an extraordinary General Shareholders Meeting be convened

Resolving (deciding) to hold a session / extraordinary session of the General Shareholders Meeting or absentee voting thereof

Holding an annual or extraordinary sessions of the General Shareholders Meeting or absentee voting thereof

To request to hold an extraordinary session of the

General Shareholders Meeting or absentee voting thereof

Art. 8.8, Art. 13.21, Art. 13.22, Art. 13.23,

Art. 13.25, Art. 14.2, Art. 14.6, Art. 14.10,

Art. 16.9, Art. 16.10 of the Articles.

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Current version

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Comments

To convene a meeting

To resolve (decide) to hold a session or absentee voting

4.

The company's governing bodies

The company's bodies

Art. 12.1, Art. 13.1 of the Articles.

5.

At a meeting, <…> using ballots provided prior to the General Shareholders Meeting

At a session where voting in praesentia is held together with absentee voting

Art. 13.1 of the Articles.

The term "session" means "a session where voting in praesentia is held together with absentee voting" throughout the entire

Articles.

6.

Agenda of the General Shareholders Meeting Agenda of the meeting

Agenda / agenda of the session of the General Shareholders Meeting / agenda of the annual session of the General Shareholders Meeting / agenda for

absentee voting

Art. 8.8, Art. 13.4, Art. 13.13, Art. 13.17, Art.

13.18, Art. 13.19, Art. 13.20, Art. 14.2 of the

Articles.

7.

Quorate / quorum of the General Shareholders Meeting / quorum of the Board of Directors / quorum of the Management Board

Quorum (quorate) for the purposes of a session or absentee voting on resolutions / quorum required to resolve on matters

Art. 13.26, Art. 13.27, Art. 13.34, Art. 14.14,

Art. 16.12 of the Articles.

8.

Registered mail

Registered mail

Art. 13.29 of the Articles.

9.

Meeting of the Board of Directors Meeting of the Management Board

Resolutions of the Board of Directors

Resolutions of the Management Board

Art. 14.12, Art. 14.14, Art. 14.15, Art. 14.18,

Art. 16.9, Art. 16.10, Art. 16.11, Art. 16.12 of

the Articles.

10.

Other legal, technical, and editorial amendments have been made throughout the Articles.

Art. 13.1, Art. 13.28-13.30, Art. 14.12-14.15,

Art. 16.10-16.14 of the Articles.