O'KEY Group S.A.: O'KEY Group S.A. Board decisions

Press Release

3 April 2018

O'KEY GROUP S.A. BOARD DECISIONS

O'KEY Group S.A. (LSE: OKEY, the 'Group'  or the 'Company'),  one of the leading food retailers in Russia, announces the key decisions taken by its Board of Directors at a meeting on 26 March 2018.

1. The Board resolved to adopt and approve the Statutory Management Report, the Consolidated Management Report, the Statutory financial statements and the Consolidated financial statements of the Company and its subsidiaries for the accounting year ended December 31, 2017;
2. The Board resolved to propose to the shareholders of the Company to approve as final the Interim Dividend in an amount of USD 24,666,013.58 and to carry forward the balance of the net profit to the next accounting year;
3. The Board resolved to submit for approval to the shareholders of the Company the Aggregate Compensation of Directors, the Chairman of the Audit Committee and the senior management of the Company for the year ending on December 31, 2018;
4. The Board noted the recommendation made by the Audit Committee to put for shareholders' approval at the upcoming annual general meeting, the appointment of PricewaterhouseCoopers, Société coopérative as approved statutory auditor (réviseur d'entreprises agréé) for the statutory and consolidated financial statements of the Company for the accounting year ended December 31, 2018;
5. The Board resolved to adopt and approve the Group's budget for the year ending on December 31, 2018;
6. The Board resolved to approve the terms of the buy-back program with respect to global depositary receipts and submission of relevant resolutions to the annual general meeting;
7. The Board resolved to convene the annual general meeting of the Company for Friday, 27 April 2018 at 10:00 a.m.

The buy-back programme is intended to provide shares for the long-term incentive programme for the Company's management and to return capital to shareholders in a manner that will improve liquidity.

COMPANY OVERVIEW

O'KEY Group S.A. (LSE: OKEY, Fitch - 'B+') is one of the largest retail chains in Russia. The Company operates under two main formats: hypermarkets under the 'O'KEY' brand and discounters under the 'DA!' brand.

As at April 3, 2018, the Group operates 145 stores across Russia. The Group opened its first hypermarket in St. Petersburg in 2002 and has since demonstrated continuous growth. O'KEY is the first among Russian food retailers to launch and actively develop e-commerce operations in St. Petersburg and Moscow, offering a full range of hypermarket products for home delivery. The Company operates four distribution centres across the Russian Federation.

For the full year 2017, revenue totalled RUB 177,454,848 thousand, EBITDA reached RUB 9,334,993 thousand, and the net income for the period amounted to RUB 3,166,913 thousand.

O'KEY shareholder structure is as follows: NISEMAX Co Ltd - 50.95%, GSU Ltd - 29.52%, free float - 19.53%.

DISCLAIMER

These materials contain statements about future events and expectations that are forward-looking statements. These statements typically contain words such as "expects" and "anticipates" and words of similar import. Any statement in these materials that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in this announcement. We assume no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.

For further information please contact:

Veronika Kryachko

Head of Investor Relations

+7 495 663 6677 ext. 404

Veronika.Kryachko@okmarket.ru

www.okeyinvestors.ru