OREANDA-NEWS. June 15, 2010. X5 Retail Group N.V. (the “Company”), Russia's largest retailer in terms of sales, invites its shareholders and holders of global depository receipts to its annual general meeting of shareholders (the “AGM”). The AGM will be held at Parkstraat 20, 2514 JK The Hague, The Netherlands at 11.00 am CET on 25 June 2010. The record date for the AGM is 1 June 2010.

The key items to be discussed at the AGM include the annual report of the Management Board and adoption of the annual accounts for the financial year 2009, re-appointment of two members of the Supervisory Board, and approval of the amended Remuneration Policy.

The Supervisory Board of X5 Retail Group proposes to the AGM to re-appoint Mr. Herve Defforey and Mr. David Gould as members of the Supervisory Board for a new 4-year term.

As part of the amended Remuneration Policy, shareholders will be asked to approve the introduction of the Company’s next generation long-term incentive program (LTI) in 2010, for members of the Management Board and other senior executives. The LTI will succeed the current Employee Stock Option Plan and takes the form of a 4-year Restricted Stock Unit Plan, based on conditional annual awards of restricted stock units (RSUs) subject to the achievement of specific performance criteria and multi-year vesting and lock-in periods. The performance criteria mainly relate to the Company’s sales growth dynamics compared to a selected group of competitors and

the Company’s EBITDA performance. The Supervisory Board shall evaluate whether the performance criteria have been met to determine the number of RSUs to be awarded.

A full description of the new Plan is included in the explanatory notes to the AGM agenda, available at http://www.x5.ru/.

Herve Defforey, Chairman of the Supervisory Board of X5 Retail Group, commented: “X5’s next generation incentive program increases our ability to retain and reward talent for the long-term and better aligns compensation with key performance indicators for building the Company’s longterm value for shareholders.”