Director/PDMR Shareholding

X5 RETAIL GROUP N.V. NOTIFICATION OF TRANSACTION

BY PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES

Amsterdam, 4 January 2016 - X5 Retail Group N.V. ('X5'or the 'Company') filed the following notification to the Netherlands Authority for the Financial Markets regarding the acquisition of X5 Global Depositary Receipts ('GDRs') by Stephan DuCharme, Chairman of the Supervisory Board:

Transaction date Number of GDRs Price per GDR

30-12-2015 10,630 USD 18.80

Following this acquisition Stephan DuCharme holds 110,964 GDRs, or 0.04% in the issued and outstanding share capital of the Company.

This announcement is made in accordance with the requirements of DTR 3.1.4. of the UK's Financial Conduct Authority.

Note to Editors:

X5 Retail Group N.V. (LSE: FIVE, Fitch - 'BB', Moody's - 'Ba3', 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 30 September 2015, X5 had 6,512 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 5,795 Pyaterochka proximity stores, 451 Perekrestok supermarkets, 84 Karusel hypermarkets and 182 convenience stores. The Company operates 34 DCs and 1,393 Company-owned trucks across the Russian Federation.

For the full year 2014, revenue totaled RUB 633,873 mln, EBITDA reached RUB 45,860 mln, and profit for the period amounted to RUB 12,691 mln. In 9M 2015, revenue totaled RUB 578,701 mln, EBITDA reached RUB 41,780 mln, and net income amounted to RUB 12,084 mln.

X5's Shareholder structure is as follows: Alfa Group - 47.86%, founders of Pyaterochka - 14.43%, X5 Directors - 0.05%, treasury shares - 0.02%, free float - 37.64%.