Results of the Extraordinary General Meeting of Shareholders

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON IN, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN OR INTO, OR TO ANY PERSON IN, ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

Moscow, Russia, 15 February 2024 – Detsky Mir Group announces that the Extraordinary General Meeting of Shareholders (“EGM”), held on 14 February 2024 resolved to:

  • Approve the liquidation of PJSC Detsky Mir
  • Approve the appointment of the liquidation commission of PJSC Detsky Mir
  • Approve the regulations in respect of the liquidation commission of PJSC Detsky Mir

The remaining property of PJSC Detsky Mir will be distributed among the shareholders of PJSC Detsky Mir after the completion of settlements with creditors (liquidation value) on a pro rata basis. All shares of the liquidated PJSC Detsky Mir will be cancelled.

For additional information:

Nikita Moroz
Investor Relations Director
NMoroz@detmir.ru

Natalya Rychkova
Head of Public Relations
NRychkova@detmir.ru

Completion of the transformation of Detsky Mir into a private business

THIS PRESS RELEASE AND INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR TO ANY PERSON IN, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

20 September 2023, Moscow, Russia. Detsky Mir Group (“Detsky Mir”, “PJSC Detsky Mir” or the “Company”, MOEX: DSKY), a specialised retailer and the leader in the children’s goods sector in Russia and Kazakhstan, informs that the transformation into a private business, announced back in November 2022, was completed.

The Company’s subsidiary, JSC DMFA, consolidated 58.26% of the voting shares of PJSC Detsky Mir (hereinafter referred to as the “Shares”), including the Shares, owned by its affiliates, based on the results of the share repurchase programs of PJSC Detsky Mir, announced in May 2023.

According to the terms of the Voluntary Tender Offer of JSC DMFA, repurchased Shares also could have been paid with other securities: shares of JSC DMC (owns 100% of shares in the non-public operating company LLC DM, spun off from PJSC Detsky Mir in May 2023). Thus, the shareholders of PJSC Detsky Mir, who accepted the Voluntary Tender Offer of JSC DMFA with an option to receive other securities (shares of JSC DMC) as an alternative to cash payments purchased 100% of Shares of JSC DMC and effectively, got the full control over the operating company LLC DM.

Next steps regarding shares of PJSC Detsky Mir

JSC DMFA will send a public offer to shareholders of PJSC Detsky Mir to repurchase Shares (hereinafter referred to as the “Mandatory Tender Offer”) with potential size of the offer up to 100% of the remaining outstanding Shares.

The price per ordinary Share in the Mandatory Tender Offer will not be lower than:

1) The weighted average price per Share, which is based on the results of organized trading for the six months preceding the date of submission of the Mandatory Tender Offer to the Central Bank of Russia; and

2) The highest price at which JSC DMFA and its affiliates repurchased the Shares during the six months preceding the date of sending the Mandatory Tender Offer to PJSC Detsky Mir.

Given the completed share repurchase programs of PJSC Detsky Mir announced in May 2023, it is expected that during the Mandatory Tender Offer price per ordinary Share will not be lower than 71.5 rubles per Share.

As previously reported, in accordance with a permission from the sub-committee of the Government Commission for Control over Foreign Investments in the Russian Federation (hereinafter referred to as “the Government Commission”), as part of the Mandatory Tender Offer, non-resident investors from unfriendly countries[1] and persons under their control who will participate in the Mandatory Tender Offer will be able to receive cash payments for the Shares sold only to C-type accounts.

The Company recaps that participation in the Mandatory Tender Offer is a right and not an obligation for shareholders. Shareholders can independently decide to participate in the Mandatory Tender Offer, taking into account the Company’s publicly announced plans, their own investment strategy and current market conditions.

It is expected that after the completion of the Mandatory Tender Offer, the Company may be liquidated, subject to the necessary corporate approvals. In this case, all remaining shareholders who, for one reason or another, do not take part in the offer to sell the Shares prior to such liquidation, will be able to receive the property of the liquidated company remaining after the completion of settlements with creditors (liquidation value) as part of the voluntary liquidation of PJSC Detsky Mir on a pro rata basis. The Company’s shares will be cancelled in this case.

The Company underscores that the liquidation value per Share that the Company’s shareholders will receive in the event of its voluntary liquidation may be lower than the price per Share acquired by JSC DMFA during the Mandatory Tender Offer.

The Company plans to request authorization from the Ministry of Finance of the Russian Federation to remit payments in cash, remaining after settlements with creditors during liquidation, for shares of non-resident investors from unfriendly countries to their respectively indicated accounts by bypassing C-type accounts. Should such authorization be granted, the shareholders may use the funds at their own discretion and no additional approval from the Russian regulator will be needed.

IMPORTANT INFORMATION

This announcement does not constitute a public offer, advertisement or a voluntary or mandatory tender offer under Russian law.

This announcement may contain forward-looking statements concerning the Company. Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “plan”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to business and management strategies of the Company. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements, which speak only as at the date of this announcement. The Company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.


[1] The list of unfriendly countries is set in accordance with the Decree of the Government of the Russian Federation No. 430-r dated March 5, 2022

For additional information:

Nikita Moroz
Investor Relations Director
Tel.: + 7 495 781 08 08, ext. 2315
NMoroz@detmir.ru

Completion of the PJSC Detsky Mir’s reorganisation and start of share repurchase programs

THIS PRESS RELEASE AND INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR TO ANY PERSON IN, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

30 May 2023, Moscow, Russia. Detsky Mir Group (“Detsky Mir”, “PJSC Detsky Mir” or the “Company”, MOEX: DSKY), a specialised retailer and the leader in the children’s goods sector in Russia and Kazakhstan, informs that in line with a plan of gradual transformation of the Company into a private business, announced in November 2022, the Company completed its reorganisation in the form of a spin-off of LLC Detsky Mir, as a subsidiary operating company (the “Reorganisation”), following the approval at the Extraordinary General Meeting of Shareholders (the “EGM”) on 29th December 2022.

Following that, the subsidiaries of the Company launched share repurchase programs to acquire ordinary shares of PJSC Detsky Mir (hereinafter referred to as the “Shares”) from the Company’s shareholders.

As a general rule, payments for the acquired Shares will be made in the currency of the Russian Federation (rubles) at a price of 71.5 rubles per Share, which is equal to the buyback price of one Share in the course of the completed reorganization of the Company (except the case when non-resident investors from unfriendly countries[1] select special conditions for transferring funds abroad as indicated below).

Shareholders of the Company have a few options to sell their Shares:

1. By submitting an order at PJSC Moscow Exchange in the trading mode “Redemption: Address orders” (the terms of sale were posted on the Internet page of Moscow Exchange: https://www.moex.com/n56394/?nt=0). Repurchase of Shares from the shareholders of the Company under the share repurchase program at the auctions of PJSC Moscow Exchange will be carried out by the Company’s subsidiary, JSC DMK, from May 30, 2023 to July 28, 2023 at a price of 71.5 rubles per Share. JSC “DMK” has the right to terminate the repurchase program ahead of schedule, from the moment of concentration in its possession of 25% of all outstanding Shares.

2. By accepting the Voluntary Tender Offer of LLC DMI received by the Company on May 29, 2023 (the terms of sale are set out in the text of the Voluntary Offer of LLC DMI posted on the Internet page at: https://www.e-disclosure.ru/portal/company.aspx?id=38862); And

3. By accepting the Voluntary Tender Offer of JSC DMFA received by the Company on May 30, 2023 (the terms of sale are set out in the text of the Voluntary Offer of JSC DMFA posted on the Internet page at: https://www.e-disclosure.ru/portal/company.aspx?id=38840).

Shareholders’ submitted applications under the voluntary tender offers of LLC DMI and JSC DMFA will be accepted from the date of receipt of the voluntary tender offers by the Company to August 8, 2023 (the deadline for accepting voluntary tender offers). The payment period for the Shares acquired under each voluntary tender offer will be 90 days from the expiration date for the acceptance of the voluntary tender offer. Shareholders of the Company accepting the voluntary tender offer of JSC DMFA will also have the opportunity, at their discretion, to receive ordinary shares of JSC DMK, which owns a 100% stake in LLC DM, as payment for the Shares, on the terms specified in the voluntary tender offer of JSC “DMFA”.

The Company has received a permission from the sub-committee of the Government Commission for Control over Foreign Investments in the Russian Federation (hereinafter referred to as the “Government Commission”) to proceed with transactions with non-resident investors from unfriendly countries and persons under their control. In accordance with the decision of the Government Commission and in accordance with the conditions specified in the voluntary tender offers of LLC DMI and JSC DMFA non-resident investors from unfriendly countries will be entitled to sell their Shares on the following terms:

• At a price of 71.50 rubles per ordinary share and the payments in rubles will be made to C-type accounts or,

• At a price of 60.77 rubles per ordinary share and the payments in rubles will be made to respectively indicated accounts of non-resident investors by bypassing C-type accounts. 

Voluntary tender offers of LLC DMI and JSC DMFA received by the Company, in accordance with the requirements of the legislation of the Russian Federation, passed the procedure of state control by the Bank of Russia. Within the period stipulated by the legislation of the Russian Federation, recommendations of the Company’s Board of Directors will be accepted in respect of the tender offers, which will be published along with other necessary information on the Company’s website.

If any of the Company’s subsidiaries acquires more than 30% of the outstanding Shares (including Shares held by its affiliates), as a result of the share repurchase programs, it will be required to send a mandatory tender offer to the remaining shareholders of the Company within 35 days from the date of such acquisition. In accordance with the decision of the Government Commission, non-resident investors from unfriendly countries will be able to receive funds for the Shares sold during the mandatory tender offer (in case the mandatory tender offer will take place) only to the “C” type accounts.

Following the completion of the current share repurchase programs and the mandatory tender offer (in case the mandatory tender offer will take place) the Company may be liquidated, subject to the necessary corporate approvals. In this case, non-resident investors from unfriendly countries who, for any reason do not take part in the tender offers prior to such liquidation, will be able to receive the property of the liquidated company remaining after the completion of settlements with creditors (liquidation value) as part of the voluntary liquidation of the Company.

The Company draws attention to the fact that participation in the announced share repurchase programs is a right and not an obligation of the shareholders. It is up to shareholders to make their own decisions as to whether to sell their Shares under any such acquisition programs and, if so, how many Shares to sell. Prior deciding to sell the Shares under any share repurchase program, the Company’s shareholders should carefully read the content and terms of the share repurchase program at the Moscow Exchange and the voluntary tender offers of LLC DMI and JSC DMFA, as well as the content of Articles 84.1 , 84.2 and 84.3 of the Federal Law “On Joint-Stock Companies”, recommendations of the Board of Directors regarding the voluntary tender offers of LLC “DMI” and JSC “DMFA” and other materials that will be published on the Company’s website. Shareholders are advised to consult with their financial, tax and legal advisors if they have any questions in connection with the announced share repurchase programs.

IMPORTANT NOTICE

THIS PRESS RELEASE AND INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR TO ANY PERSON IN, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE AND/OR THE VOLUNTARY TENDER OFFER DOCUMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE, THE VOLUNTARY TENDER OFFER DOCUMENT AND/OR ANY RELATED MATERIALS MAY COME ARE REQUIRED TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.  FAILURE TO OBSERVE SUCH RESTRICTIONS MAY CONSTITUTE A BREACH OF SECURITIES LAWS IN THE RELEVANT JURISDICTIONS.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR ADVERTISEMENT OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF THE COMPANY, NOR SHALL ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTIONS FORM PART OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING SECURITIES OF THE COMPANY. ANY SUCH OFFER OR SOLICITATION IS MADE ONLY BY MEANS OF THE VOLUNTARY TENDER OFFER DOCUMENT RECEIVED BY THE COMPANY.

THE TERMS OF THE VOLUNTARY TENDER OFFER ARE CONTAINED IN THE VOLUNTARY TENDER OFFER DOCUMENT. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO READ THE VOLUNTARY TENDER OFFER DOCUMENT AND RELATED MATERIALS AS SOON AS THEY HAVE BEEN PUBLISHED, AS THESE WILL CONTAIN IMPORTANT INFORMATION. IN CONSIDERING THE VOLUNTARY TENDER OFFER, THE COMPANY SECURITYHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE VOLUNTARY TENDER OFFER DOCUMENT.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE VOLUNTARY TENDER OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE VOLUNTARY TENDER OFFER OR DETERMINED WHETHER THE VOLUNTARY TENDER OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE OFFEROR DOES NOT PLAN TO PURCHASE THE COMPANY’S ORDINARY SHARES, OTHER THAN PURSUANT TO THE VOLUNTARY TENDER OFFER, DURING THE VOLUNTARY TENDER OFFER PERIOD. IN ACCORDANCE WITH APPLICABLE RUSSIAN LAW, ANY ADVISER TO THE OFFEROR OR ANY OF THE OFFEROR’S AFFILIATES, AND ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, IN CONCERT WITH ANY SUCH PERSONS, MAY FROM TIME TO TIME MAKE PURCHASES OF, OR ARRANGEMENTS TO PURCHASE, THE COMPANY’S ORDINARY SHARES OTHER THAN PURSUANT TO THE VOLUNTARY TENDER OFFER, BEFORE OR DURING THE PERIOD OF THE VOLUNTARY TENDER OFFER, SO LONG AS THOSE ACQUISITIONS OR ARRANGEMENTS COMPLY WITH APPLICABLE LAW.  ANY OF THE PURCHASES REFERRED TO IN THIS PARAGRAPH MAY OCCUR EITHER IN THE OPEN MARKET AT PREVAILING PRICES OR IN PRIVATE TRANSACTIONS AT NEGOTIATED PRICES.  INFORMATION ABOUT SUCH PURCHASES WILL BE DISCLOSED AS AND IF REQUIRED BY APPLICABLE SECURITIES LAWS.

THIS ANNOUNCEMENT, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.

THE COMPANY IS A COMPANY ORGANISED UNDER THE LAWS OF THE RUSSIAN FEDERATION. THE VOLUNTARY TENDER OFFER IS MADE PURSUANT TO RUSSIAN LAW. THE VOLUNTARY TENDER OFFER IS SUBJECT TO DISCLOSURE AND PROCEDURE REQUIREMENTS OF THE RUSSIAN FEDERATION WHICH ARE DIFFERENT FROM THOSE OF THE UNITED KINGDOM OR THE UNITED STATES. IN ADDITION, U.S. INVESTORS SHOULD BE AWARE THAT THE VOLUNTARY TENDER OFFER DOCUMENT HAS BEEN PREPARED IN A FORMAT AND STYLE, WHICH DIFFER FROM THE U.S. FORMAT AND STYLE. FURTHERMORE, THE PAYMENT AND SETTLEMENT PROCEDURE WITH RESPECT TO THE VOLUNTARY TENDER OFFER FOR ORDINARY SHARES DIFFERS FROM U.S. PAYMENT AND SETTLEMENT PROCEDURES, PARTICULARLY WITH REGARD TO THE DATE OF PAYMENT OF CONSIDERATION.


[1] The list of unfriendly countries is set in accordance with the Decree of the Government of the Russian Federation No. 430-r dated March 5, 2022

Interim results of a buyback programme

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON IN, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN OR INTO, OR TO ANY PERSON IN, ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

Moscow, Russia, 23 November 2022 – Detsky Mir Group (the “Company”, MOEX: DSKY), a specialised retailer and the leader in the children’s goods sector in Russia and Kazakhstan, announces the interim results of the open market buyback programme (the “Programme”) of its ordinary shares (“shares”) listed on the Moscow Exchange.

«DM Capital» LLС, a direct wholly-owned subsidiary of the Company acquired a total of 14,038,470 shares (1.90% of share capital of the Company) during the period from 18 November 2022 to 22 November 2022 on the Moscow Exchange.

For additional information:

Nikita Moroz

Head of Investor Relations

Tel.: + 7 495 781 08 08, ext. 2315

NMoroz@detmir.ru

Natalya Rychkova

Head of Public Relations                

+7 495 781 0808, ext. 2041

NRychkova@detmir.ru

Update on the company’s business

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON IN, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN OR INTO, OR TO ANY PERSON IN, ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

7 November 2022, Moscow, Russia. Detsky Mir Group (“Detsky Mir”, “PJSC Detsky Mir” or the “Company”, MOEX: DSKY), a specialised retailer and the leader in the children’s goods sector in Russia and Kazakhstan, informs about the impact of sanctions and regulatory changes on the Company’s business as well as the proposed plans by the Board of Directors.

Operations

Against the backdrop of the sanctions pressure on the Russian economy and a decrease in the real disposable income, consumers become more price conscious, which is particularly visible in specialised retail. In addition, Detsky Mirnotes significant changes in its business conditions, such as collapsing of usual supply chains and unavailability of conventional sources of imported products.

Public capital markets

The free float of the Detsky Mir’s shares is 60%. A significant part of the Company’s share capital is owned by foreign investment funds.

According to the recent regulatory developments in Russian law, foreign investment funds from unfriendly jurisdictions cannot trade on the Moscow Exchange. Moreover, because of the overall negative view of Western regulators on the Russian stock market, a number of investors are facing challenges when voting on General Meetings of Shareholders, which may block decisions that are critically important for the Company’s business and does not allow to distribute dividends without the risk of their blocking in the C-type accounts.

Given the abovementioned and reflecting a high market volatility and the need to ensure sufficient funding to maintain the market position of Detsky Mir, the Company’s Board of Directors does not plan to propose to the EGM a payment of interim dividends for 9 months of 2022.

Ensuring business resilience

The Company is implementing a business continuity action plan and is making every effort to continue to operate steadily in the face of ongoing inflationary pressures, growing capital expenditures and customers’ declining purchasing power.

The primary mission of Detsky Mir remains to protect customers’ interests and provide a full range of essential children’s goods at affordable prices to the general public, and to maintain wealth of our employees, contractors, suppliers and other stakeholders.

Converting Detsky Mir into a private business

Taking into account the above factors, the Board of Directors plans to consider the gradual transformation of Detsky Mirinto a private company. The procedure assumes a reorganisation of PJSCDetsky Mir, gradual transition of shareholders from the public company PJSCDetsky Mirto a non-public company LLC Detsky Mir and a tender offer for shareholders of PJSCDetsky Mirwho have not transferred to LLC Detsky Mir. Following these three steps, PJSCDetsky Mir may be liquidated subject to receipt of all necessary corporate approvals.

LLC Detsky Mirwill continue its operations in children’s food and non-food product retail and will be able to focus on developing its existing retail chain, as well as to manage its business in an efficient and flexible way. 

  1. Reorganisation of PJSC Detsky Mir

The Board of Directors plans to recommend that, at an Extraordinary General Meeting of Shareholders (the “EGM”), the Company’s shareholders approve the launch of the reorganisation of PJSC Detsky Mir in the form of a spin-off of LLC Detsky Mir as a subsidiary operating company (the “Reorganisation”). The date of the EGM will be announced later.

Following the Reorganisation, LLC Detsky Mir, as the subsidiary operating company of PJSC Detsky Mir, will receive assets required to conduct business activities.

Shareholders of PJSC Detsky Mir, who do not participate in voting on the Reorganisation or vote “against”, will be entitled to demand redemption of their shares at a price to be determined by the Board of Directors in an amount not lower than the volume-weighted average price of shares of Detsky Mir on the Moscow Exchange for one month preceding the date of the decision to hold the EGM. The amount of funds that PJSC Detsky Mir may spend on the redemption of shares will not exceed 10% of the net assets value of PJSC Detsky Mir as of the EGM date (currently 10% of the net assets value amounts to approximately RUB 1.6 billion). If the number of shares tendered for redemption exceeds the number of shares that may be redeemed in accordance with the above limit, the shares will be redeemed from the shareholders pro rata to the tendered shares.

The Company draws the attention of non-resident investors from unfriendly jurisdictions (such as US, EU countries, Canada and other countries imposing sanctions on Russia) to the fact that the funds received during the share redemption process will be transferred to C-type accounts opened with Russian banks. The ability to use the funds in the C-type accounts is restricted by Russian law. Non-residents may not transfer such funds to accounts in other countries without a special permission from relevant state authorities.

Although PJSC Detsky Miris not on sanctions lists of foreign states, the Company recommends that non-resident investors consult with their responsible legal and compliance departments regarding their ability to participate in voting on the Reorganisation, due to the possibility that certain depositories receiving voting instructions may be designated on sanctions lists of foreign states.

If approved by the EGM, the Reorganisation will be completed within approximately 6 months of the EGM decision.

2. Possibility for shareholders to transfer to a non-public company

Upon completion of the Reorganisation, it is planned that shareholders of the public company PJSC Detsky Mir will be offered the opportunity to exchange their shares for shares in a subsidiary of PJSC Detsky Mir that will hold a 100% interest in the private company LLC Detsky Mir. The terms of the exchange offer will be determined by the Board of Directors of the Company and if approved, will be announced to shareholders in subsequent communications.

3. Share tender offer

Upon completion of the Reorganisation and partial transfer of shareholders to LLC Detsky Mir, it is planned that in 2023 a subsidiary of the Company will make a tender offer to all shareholders to sell their shares in PJSC Detsky Mir (the “Offer”). The tender price will be determined by the Board of Directors in an amount which is not lower than the volume-weighted average price of Detsky Mir’s shares on the Moscow Exchange for six months immediately preceding the date of the mandatory tender offer made in accordance with the Russian Law on joint-stock companies, and not lower than the value determined by an independent appraiser.

The Company plans to request an authorisation from the Government Commission on Monitoring Foreign Investment in the Russian Federation (the “Government Commission”) to pay consideration in RUB for the shares sold in the Offer to non-resident investors from unfriendly jurisdictions to accounts specified by them, without the use of type “C” accounts. If the authorisation of the Government Commission is granted, the non-resident investors will be able to use the received money at their discretion. The Company underscores that this request will not extend to the funds received in the course of the share redemption during the Reorganisation, referring to the 1st step of the process.

In the process of transformation into a private business, the Company will take into account the shareholders’ interests and inform the stock market participants of its further actions.

IMPORTANT INFORMATION

This announcement does not constitute a public offer, advertisement or a voluntary or mandatory tender offer under Russian law.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON IN, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN OR INTO, OR TO ANY PERSON IN, ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

This announcement may contain forward-looking statements concerning the Company. Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “plan”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to business and management strategies of the Company. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. The Company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.

For additional information:

Nikita Moroz

Head of Investor Relations

Tel.: + 7 495 781 08 08, ext. 2315

NMoroz@detmir.ru

Natalya Rychkova

Head of Public Relations                

+7 495 781 0808, ext. 2041

NRychkova@detmir.ru

Detsky Mir Increased the Share of Private Labels Across Several Categories

Moscow, Russia, 23 June 2022 – Detsky Mir Group, an omnichannel digital retailer and the leader in the children’s goods sector in Russia, posts growth in the sales of private labels across several categories.

Over the course of the period from March to May 2022, the share of private labels in sales at Detsky Mir increased across several categories. The share of private labels in diapers category more than doubled year-on-year and reached 33.2% (+19.4 p.p. compared to the same three-month period last year). In toys, private labels grew 9.6 p.p. to 40% year-to-date, while in apparel and footwear they accounted for 98.8% of revenue, a 1.6 p.p. increase year-to-date. The share of the Company’s private labels in pet supplies, launched in the first half of 2022, reached 10.1%.

Higher sales volumes of private labels were driven by shifting consumer demand, with consumers looking for goods with the best value-for-money, coupled with an expansion of the Company’s exclusive brand range.

Detsky Mir currently owns 18 exclusive brands in apparel and footwear (including Chessford and Futurino), five toy brands (e.g. Demi Star and Mobicaro) and two private labels in diapers (Manu and BabyGo). In the first half of 2022, seven new brands with over 600 SKUs between them hit the shelves of Zoozavr pet supplies stores. Each of Detsky Mir’s private labels has its own target audience and price positioning.

“Private label development is an important strategic area for Detsky Mir Group. Each year, we expand the range of our private-label brands to keep prices competitive and offer our customers a wide choice of the most popular products. We currently see strong growth in sales of our exclusive brands. In the first quarter of 2022, sales of private labels and direct imports in Russia accounted for 44.8% of total sales (+4.3 p.p. year-on-year), and we have seen this positive momentum sustained in the second quarter as well,” said Elvira Kakurkina, Commercial Director for Consumer Goods at Detsky Mir Group.

For additional information:

Natalya Rychkova

Head of Public Relations                

+7 495 781 0808, ext. 2041

NRychkova@detmir.ru      

Nikita Moroz

Head of Investor Relations

Tel.: + 7 495 781 08 08, ext. 2315

NMoroz@detmir.ru

Detsky Mir Cuts the Ribbon on New Distribution Center in Yekaterinburg

Moscow, Russia, 18 February 2022 – Detsky Mir Group, a multi-vertical digital retailer and the leader in the children’s goods sector in Russia and Kazakhstan, announces the launch of a distribution center in PNK Park Berezovsky, a Class A+ industrial park near Yekaterinburg.

The center’s grand opening took place on 17 February. The event was attended by Dmitry Ionin, Deputy Governor of the Sverdlovsk Region; Mikhail Vasilyev, Director General of the Investment Promotion Agency of the Sverdlovsk Region; Maria Davydova, CEO of PJSC Detsky Mir; Denis Gurov, Logistics Director at Detsky Mir; Dmitry Melnikov, director of the new distribution center; and representatives of partners and PNK Park Berezovsky.

The 63,200 sq. m warehouse facility is designed to handle 2.4 million SKUs, and will support smooth next-day delivery for at least 80% of online orders in the Ural Federal District. Goods destined for the Russian Far East and Kazakhstan will also be handled by the center.

The distribution center’s throughput is expected to be over 35,000 orders per day. The launch of the new warehouse facility will also create over 1,000 new jobs for local communities.

“The Sverdlovsk Region is a strategically important partner for the Company. The opening of this new distribution center will increase the attractiveness of the region to investors, provide new jobs, and drive further efficiency gains in delivering orders to Detsky Mir customers across the entire federal district,” emphasized Maria Davydova, CEO of Detsky Mir Group.

“One of the strengths of the Sverdlovsk Region is its unique position at the junction between regional and global transport links across Eurasia. Yevgeny Kuyvashev, Governor of the Sverdlovsk Region, places a particular emphasis on developing a local export-oriented cargo base, which will allow the region to cement its position as a transport and logistics hub and work with business to launch ambitious infrastructure projects just like this one. Detsky Mir’s goods will travel all across the Urals from right here in Berezovsky. On top of this, we are very excited indeed that 1,000 local people will be able to find a job at the new center,” commented Dmitry Ionin, Deputy Governor of the Sverdlovsk Region.

For additional information:

 Julia Polikarpova        

Head of Public Relations        

Tel.: +7 495 781 08 08, ext. 2041        

upolikarpova@detmir.ru

Black Friday Brings in More Than 1.5 Million Orders for Detsky Mir

Moscow, Russia, 1 December 2021 – Detsky Mir Group, a multi-vertical digital retailer and the leader in the children’s goods sector in Russia and Kazakhstan, announces the results of its Black Friday sale, which ran from 22 to 28 November.

Over the course of the event, more than 1.5 million orders were placed on our online store and mobile app, generating a total of RUB 3 billion. The biggest discounts were available from 6:00 pm on 25 November until 11:59 pm on 26 November, when more than 450,000 orders were placed for a total of more than RUB 930 million, up 37% from 2020.

Shoppers spent over RUB 300 million via the Detsky Mir marketplace platform, a more than 3x increase on last year. On top of this, 83% of marketplace sellers took part in the sales event.

Toys, diapers, baby food, and apparel and footwear were the event’s hottest categories. Meanwhile at Zoozavr, pet food grew 8.2x and pet supplies saw growth of 3.9x.

Regions with their own distribution centers posted record shipping volumes. In the Southern Federal District, where the Rostov Region warehouse is located, LFL sales increased 1.6x, while the Kazan distribution center helped drive 1.7x growth in LFL sales in the Volga region.

Detsky Mir Marks a Record Global Shopping Day

Moscow, Russia, 15 November 2021 – Detsky Mir Group, a multi-vertical digital retailer and the leader in the children’s goods sector in Russia and Kazakhstan, announces the preliminary results of its 11.11 Global Shopping Day sale. 

This Global Shopping Day has set a number of online sales records for Detsky Mir: 273,000 orders were placed via online platform and marketplace for a total of RUB 570 million – a 63% increase on last year’s event. At the same time, the range of products on offer topped 320,000 SKUs, with over 80% of the Company’s marketplace sellers taking part in the sales event, and the order processing speed reaching 18,000 fulfillments per hour. 

Winter sports gear (+703%), footwear (+357%), pet food (+474%), and pet supplies (+384%) were the fastest-growing categories. Rostov-on-Don, Kazan and Novosibirsk saw the highest levels of customer demand. 

The surge in online activity was supported by the Company’s two new distribution centers in Kazan and Novosibirsk, which opened earlier this year to unlock shorter delivery times and ensure the online platform would run smoothly in these regions. This solid performance has once again confirmed Detsky Mir’s leadership in the children’s goods market, as well as its commitment to providing the best shopping experience to customers across the whole of Russia.

For additional information:

Julia Polikarpova  

Head of Public Relations

Tel.: +7 495 781 08 08, ext. 2041  

upolikarpova@detmir.ru

Russian Post Launches Fulfillment Services for Detsky Mir in Novosibirsk

PJSC Detsky Mir (“Detsky Mir” or the “Company”, MOEX: DSKY), a multi-vertical digital retailer and the leader in the children’s goods sector in Russia and Kazakhstan, and Russian Post have launched fulfillment services from a logistics center of Russian Post in the Novosibirsk Region. The fulfillment center will provide uninterrupted delivery services for at least 80% of next-day online orders to Detsky Mir customers in the Siberian Federal District.

At the fulfillment warehouse of the Novosibirsk Logistics Center (NLC), Russian Post will be able to store simultaneously up to 200,000 SKUs from Detsky Mir’s product assortment, while shipping up to 90,000 online orders per month. The center will be able to handle goods of all categories, from diapers and toys to children’s furniture, strollers and pet supplies.

Russian Post and other logistics partners of the Company will deliver orders from the fulfillment center to Detsky Mir retail stores, its own automated parcel lockers, direct to customers’ homes by courier, as well as to Russian Post branches throughout the Siberian Federal District.

“This new distribution center is a strategically significant project for Detsky Mir that enables accelerated deliveries of all items ordered for our customers across the entire Siberian Federal District. Thus, together with Russian Post, we have already successfully launched two distribution centers in the space of a year,” commented Maria Davydova, CEO of PJSC Detsky Mir.

“We would like to thank Detsky Mir for placing their trust into us, and we look forward to further expand our operations. By launching fulfillment services in regional centers, online stores are able to significantly cut lead times for shipment and delivery of goods to customers. We plan to launch a network of these kinds of fulfillment centers using our own logistics infrastructure in Russian cities with a population of over one million. In the future, this will allow us to offer the market even more attractive quality and delivery times of goods,” said Alexey Skatin, Deputy CEO for E-Commerce at Russian Post.

The Russian Post Novosibirsk Logistics Center is already the second such hub after Kazan, where Russian Post started providing fulfillment services for Detsky Mir earlier this year.

Detsky Mir operates two federal and three regional distribution centers with a total floor space of more than 175,000 sq. m.

For additional information:

Julia Polikarpova  

Head of Public Relations

Tel.: +7 495 781 08 08, ext. 2041  

upolikarpova@detmir.ru

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