1. Х5 Retail GroupLoyalty Programs Karina Chernikova Marketing Director June 3, 2010.

2. Disclaimer This presentation does not constitute or form part of and should not be construed as an advertisement of securities, an offer or invitation to sell or issue or the solicitation of an offer to buy or acquire or subscribe for securities of X5 Retail Group N.V. or any of its subsidiaries or any depositary receipts representing such securities in any jurisdiction or an invitation or inducement to engage in investment activity in relation thereto. In particular, this presentation does not constitute an advertisement or an offer of securities in the Russian Federation. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. 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This presentation does not represent an offer to acquire the Securities or an invitation to make offers to acquire the Securities. The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice. Some of the information is still in draft form and neither X5 Retail Group N.V. nor any other party is under any duty to update or inform recipients of this presentation of any changes to such information or opinions. In particular, it should be noted that some of the financial information relating to X5 Retail Group N.V. and its subsidiaries contained in this document has not been audited and in some cases is based on management information and estimates. Neither X5 Retail Group N.V. nor any of its agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the statements contained in this presentation.

3. Information about the Company X5 Retail Group N.V. Russia's largest retailer in terms of sales. May 2006 The Company was created as a result of a merger between Pyaterochka (soft discounter chain) and Perekrestok (supermarket chain). June 2008 X5 acquired Karusel hypermarket chain and substantially strengthened its position in hypermarket format. As at 31 March 2010, X5 had 1,399 Company-managed stores located in Moscow, St. Petersburg and other regions of European Russia, Urals and Ukraine, including: 1,063 soft discounters 60 hypermarkets 276 supermarkets

4. X5 Retail Group Today X5 Retail Group N.V.in 2009 Nearly 1 billion Customer Visits USD 8.7 billion in Net Sales 25% Pro-Forma Sales Growth in RUR 33% Consolidated Sales Growth in RUR Industry-leading LFL Sales Growth of 10%

6. to investigate deeply the customer insight and to become customer-orientedPrepared to launch Magic card Club Perekrestok Club Perekrestok Green Personalized accumulative bonus loyalty programs. Promotional cards Allow to collect points for purchasing the PROMO-goods Being considered

8. Wide range of fresh food and prepared meals

9. Wide range of healthy lifestyle goods, focus on NON FOOD

10. Wide and deep range of goods for children (FOOD, NON-FOOD)

12. Constant investigation of the current demand and the future needs of the target audience. Fast reaction to market changes

14. Assortment policy based on the investigation of the current demand and future needs of the target audience. Fast reaction to market changes

15. Implementing the innovative technologies and the best world practices in food retail

16. Best store location Loyalty programs can stimulate

18. Positioning of the program as a Club for the people who appreciate the quality of food, comfort and their personal time. The partners of the program are the businesses with the same target audience Program rules TO JOIN THE PROGRAM: The customer can pay the entrance fee – 49 RURsince 1st July 2010 Making the purchase for more than the campaign limit (vary by region) Only by paying the entrance fee – 199 RUR MAIN BONUS RULE: 2 bonusesfor every full 10 RUR, spent with the Perekrestok Club Card +4 bonuses for every full 10 RUR, for the purchase made on Birthday 1 bonus for every full 10 RUR, spent with the Magic Card +1 bonus for every full 10 RUR, for the purchase made on weekdays (Monday-Thursday), except holidays; + 3 bonuses for every full 10 RURof the purchased non-food goods + 4 bonuses for every full 10 RUR, for the purchase made on Birthday and 2 days before and after the birth date ADDITIONAL BONUS RULES: +1bonus for every full 10 RUR, with every increase of the receipt value for 1000 RUR (works for the receipts value 2000-9000 RUR) additional bonuses (+0.5 bonus, +1 bonus, +2 bonuses, +4 bonuses) if the threshold limit of the aggregate turnover for the 3 months is reached (threshold limits: 20000 RUR, 30000 RUR, 50000 RUR, 100000 RUR) СПИСАНИЕ БАЛЛОВ ПО ПРАВИЛУ: 1 bonus for every 0.1 RUR of the purchase paid with the bonuses 1 bonus for every 0.1 RUR of the purchase paid with the bonuses

20. Positioning of the program as a Club for the people who appreciate the quality of food, comfort and their personal time. The partners of the program are the businesses with the same target audience Program rules TO JOIN THE PROGRAM: The customer can pay the entrance fee – 49 RURsince 1st July 2010 Making the purchase for more than the campaign limit (vary by region) Only by paying the entrance fee – 199 RUR MAIN BONUS RULE: 2 bonusesfor every full 10 RUR, spent with the Perekrestok Club Card +4 bonuses for every full 10 RUR, for the purchase made on Birthday 1 bonus for every full 10 RUR, spent with the Magic Card +1 bonus for every full 10 RUR, for the purchase made on weekdays (Monday-Thursday), except holidays; + 3 bonuses for every full 10 RURof the purchased non-food goods + 4 bonuses for every full 10 RUR, for the purchase made on Birthday and 2 days before and after the birth date ADDITIONAL BONUS RULES: +1bonus for every full 10 RUR, with every increase of the receipt value for 1000 RUR (works for the receipts value 2000-9000 RUR) additional bonuses (+0.5 bonus, +1 bonus, +2 bonuses, +4 bonuses) if the threshold limit of the aggregate turnover for the 3 months is reached (threshold limits: 20000 RUR, 30000 RUR, 50000 RUR, 100000 RUR) СПИСАНИЕ БАЛЛОВ ПО ПРАВИЛУ: 1 bonus for every 0.1 RUR of the purchase paid with the bonuses 1 bonus for every 0.1 RUR of the purchase paid with the bonuses

22. Positioning of the program as a Club for the people who appreciate the quality of food, comfort and their personal time. The partners of the program are the businesses with the same target audience Progressive rule for every receipt as the frequency of purchases is more than once a week Progressive rule for the aggregate turnover for the period, as the frequency of purchases is less than once a week Program rules TO JOIN THE PROGRAM: The customer can pay the entrance fee – 49 RURsince 1st July 2010 Making the purchase for more than the campaign limit (vary by region) Only by paying the entrance fee – 199 RUR MAIN BONUS RULE: 2 bonusesfor every full 10 RUR, spent with the Perekrestok Club Card +4 bonuses for every full 10 RUR, for the purchase made on Birthday 1 bonus for every full 10 RUR, spent with the Magic Card +1 bonus for every full 10 RUR, for the purchase made on weekdays (Monday-Thursday), except holidays; + 3 bonuses for every full 10 RURof the purchased non-food goods + 4 bonuses for every full 10 RUR, for the purchase made on Birthday and 2 days before and after the birth date ADDITIONAL BONUS RULES: +1bonus for every full 10 RUR, with every increase of the receipt value for 1000 RUR (works for the receipts value 2000-9000 RUR) additional bonuses (+0.5 bonus, +1 bonus, +2 bonuses, +4 bonuses) if the threshold limit of the aggregate turnover for the 3 months is reached (threshold limits: 20000 RUR, 30000 RUR, 50000 RUR, 100000 RUR) СПИСАНИЕ БАЛЛОВ ПО ПРАВИЛУ: 1 bonus for every 0.1 RUR of the purchase paid with the bonuses 1 bonus for every 0.1 RUR of the purchase paid with the bonuses

24. Positioning of the program as a Club for the people who appreciate the quality of food, comfort and their personal time. The partners of the program are the businesses with the same target audience Program rules TO JOIN THE PROGRAM: The customer can pay the entrance fee – 49 RURsince 1st July 2010 Making the purchase for more than the campaign limit (vary by region) Only by paying the entrance fee – 199 RUR MAIN BONUS RULE: 2 bonusesfor every full 10 RUR, spent with the Perekrestok Club Card +4 bonuses for every full 10 RUR, for the purchase made on Birthday 1 bonus for every full 10 RUR, spent with the Magic Card +1 bonus for every full 10 RUR, for the purchase made on weekdays (Monday-Thursday), except holidays; + 3 bonuses for every full 10 RURof the purchased non-food goods + 4 bonuses for every full 10 RUR, for the purchase made on Birthday and 2 days before and after the birth date ADDITIONAL BONUS RULES: +1bonus for every full 10 RUR, with every increase of the receipt value for 1000 RUR (works for the receipts value 2000-9000 RUR) additional bonuses (+0.5 bonus, +1 bonus, +2 bonuses, +4 bonuses) if the threshold limit of the aggregate turnover for the 3 months is reached (threshold limits: 20000 RUR, 30000 RUR, 50000 RUR, 100000 RUR) СПИСАНИЕ БАЛЛОВ ПО ПРАВИЛУ: 1 bonus for every 0.1 RUR of the purchase paid with the bonuses 1 bonus for every 0.1 RUR of the purchase paid with the bonuses

26. Positioning of the program as a Club for the people who appreciate the quality of food, comfort and their personal time. The partners of the program are the businesses with the same target audience Program rules TO JOIN THE PROGRAM: The customer can pay the entrance fee – 49 RURsince 1st July 2010 Making the purchase for more than the campaign limit (vary by region) Only by paying the entrance fee – 199 RUR MAIN BONUS RULE: 2 bonusesfor every full 10 RUR, spent with the Perekrestok Club Card +4 bonuses for every full 10 RUR, for the purchase made on Birthday 1 bonus for every full 10 RUR, spent with the Magic Card +1 bonus for every full 10 RUR, for the purchase made on weekdays (Monday-Thursday), except holidays; + 3 bonuses for every full 10 RURof the purchased non-food goods + 4 bonuses for every full 10 RUR, for the purchase made on Birthday and 2 days before and after the birth date ADDITIONAL BONUS RULES: +1bonus for every full 10 RUR, with every increase of the receipt value for 1000 RUR (works for the receipts value 2000-9000 RUR) additional bonuses (+0.5 bonus, +1 bonus, +2 bonuses, +4 bonuses) if the threshold limit of the aggregate turnover for the 3 months is reached (threshold limits: 20000 RUR, 30000 RUR, 50000 RUR, 100000 RUR) СПИСАНИЕ БАЛЛОВ ПО ПРАВИЛУ: 1 bonus for every 0.1 RUR of the purchase paid with the bonuses 1 bonus for every 0.1 RUR of the purchase paid with the bonuses

28. Positioning of the program as a Club for the people who appreciate the quality of food, comfort and their personal time. The partners of the program are the businesses with the same target audience Additional stimulation of the assortment categories defined as strategic Program rules TO JOIN THE PROGRAM: The customer can pay the entrance fee – 49 RURsince 1st July 2010 Making the purchase for more than the campaign limit (vary by region) Only by paying the entrance fee – 199 RUR MAIN BONUS RULE: 2 bonusesfor every full 10 RUR, spent with the Perekrestok Club Card +4 bonuses for every full 10 RUR, for the purchase made on Birthday 1 bonus for every full 10 RUR, spent with the Magic Card +1 bonus for every full 10 RUR, for the purchase made on weekdays (Monday-Thursday), except holidays; + 3 bonuses for every full 10 RURof the purchased non-food goods + 4 bonuses for every full 10 RUR, for the purchase made on Birthday and 2 days before and after the birth date ADDITIONAL BONUS RULES: +1bonus for every full 10 RUR, with every increase of the receipt value for 1000 RUR (works for the receipts value 2000-9000 RUR) additional bonuses (+0.5 bonus, +1 bonus, +2 bonuses, +4 bonuses) if the threshold limit of the aggregate turnover for the 3 months is reached (threshold limits: 20000 RUR, 30000 RUR, 50000 RUR, 100000 RUR) СПИСАНИЕ БАЛЛОВ ПО ПРАВИЛУ: 1 bonus for every 0.1 RUR of the purchase paid with the bonuses 1 bonus for every 0.1 RUR of the purchase paid with the bonuses

29. Plans to develop the Perekrestok Club: Theme Sub-clubs Prepared to launch In each Theme Sub-club there are extra-bonus rules for the selected range of goods for the subscribers of the sub-club. The selected theme range of goods is being revised once a month The participant of the Perekrestok Club can subscribe to the first Theme sub-club on his own choice free of charge. To subscribe to the each subsequent sub-club the participant will be charged 5000 bonuses. The most active subscribers of the sub-club can become the moderators of this sub-club. For the moderation job the participants earns extra bonuses Mediterranean Club The sub club for the participants fond of Italian cuisine. The promoted categories: olives and olive oil, balsamaceous, pastas, rice, Italian salads, wine, cheese (e.g. Parmigiano, Gorgonzola, Mozzarella)and meat delicacies (e.g. Pepperoni, Parma ham), vegetables (most typical for Italy: tomatoes, eggplants, zucchinis, etc.), fish and seafood, etc. French Riviera The sub club for the participants fond of French cuisine. The promoted categories:wine,champagne, french dressings, chocolates and other deserts, croissants, cheeses, pates, duck, fish, typical meat: veal and lamb, typical vegetables (potatoes, asparagus, artichokes, carrots, beans, truffles, cauliflower) etc. Bavarian The sub club for the participants fond of bear and meat.The promoted categories: bear, sausages and frankfurters, gourmet snacks, cabbage, typical meat (e.g. gubernaculum) etc. Healthy Eating The promoted categories: breakfast cereals, juices, salads, vegetables, fruit, any other goods, positioned as ecological or organic(e.g. «without soy») etc. Healthy Eating The promoted categories:caviar, vodka,gourmet snacks,pelmeni, Russian pancakes, etc

30. Geographical Presence In Moscow and suburbs the program was launches in 2006г. Rest of the regions were launched in 2009. The program is launched in all regions in April 2010. Volgo-Vyatsky 18 Perekrestok stores 6 Karusel stores North - West 31 Perekrestok stores 17 Karusel stores Center 152 Perekrestok stores 14 Karusel stores Privolzhsky 15 Perekrestok stores 6 Karusel stores Centralno-Chernozemny 9 Perekrestok stores 6 Karusel stores Urals 5 Perekrestok stores 3 Karusel stores South 14 Perekrestok stores 4 Karusel stores Sredne-Volzhsky 22 Perekrestok stores 5 Karusel stores As for the 30 of April 2010

31. Main efficiency indicators of the Perekrestok Club More than 1500 000of participants Number of participants growth for the last year (30.04.09 – 30.04.10) Redemption rate:87,6% Operates in more than260 stores The program basket exceeds the chain basket 68,9% The share of the program in the chain turnover 33,9% The share of the program in the traffic 20,1% Since the launch of the program bonuses in the Perekrestok chain redeemed for the amount of 78,3% 663500 people 1 billionRUR As for the 30 of April 2010

32. Main efficiency indicators of the Magic Card More than 320 000of participants Operates in more than 61 stores Redemption rate:N/A (can not be calculated as the program is just launched ) The program basket exceeds the chain basket81% The share of the program in the chain turnover 26% The share of the program in the traffic 14% As for the 30 of April 2010

33. Development Plans

35. to investigate the customer insights and to align the pricing, promotional and assortment strategy to the customer needs;

36. to use the gathered detailed statistics to improve the accuracy of forecasting and planning;

38. MVNO – Mobile Virtual Network Operator as a partner of the Loyalty Programs

39. Partnerships with other brands and chains to allow our participants to collect even more bonuses for any purchases

40. Corporate program for our partners

41. Charity cards in our Loyalty Programs, which will collect all the bonuses in in favor of charity programs «Karusel to the Children» and «Perekrestok of Life»

43. to increase the competitiveness of products and services by providing additional benefits for consumers

44. to achieve greater advertising effect by combing forces of brands, to attract more attention to advertising campaigns

45. to handle cross-marketing activities, joint actions

46. According to the available banking statistics in the world and Russia, the owners of co-branded cards rarely "leave" the bank, and keep more money on card accounts than other clientsPrepared to launch Prepared to launch Bonus account Bank account One card 0000 0000 0000 0000 All opportunities of X5 Loyalty Programs Credit limits, deposit and other banking products on special conditionsExtra bonus points for purchases with the program card outside the chain, the removal of ATMs

48. Integration with the X5 Loyalty Programs, which allows to collect bonus bonus package of communications services: minutes ofvoice traffic and/or SMS messages free of charge for the purchases made in X5 chains

51. The payment will be charged only for the service packages accrued to the subscribers

52. Synergy from the integration with the telecom projects

53. Practical and therefore actually an interesting incentive to buy goods for buyers

55. Increased frequency of visits by accelerating the accumulation of points from traffic-maker (retailer)

56. The constant presence of the brand in front of consumers (high frequency of card use in grocery retail chain)

57. Promotion of the opportunities and privileges in the partner companies through mass communication

58. Access to the aggregate information about his customers

59. Access to the analytical information about the purchasing activity of his customers

60. The possibility of customer segmentation, defining and researching the target audience and its preferences

61. The possibility to use the personalized communication channels, such as SMS, e-mail mailings, hotlines

62. The possibility of cross researching, cross and up selling *Partnership agreements have been concluded

64. The participants of the Partner's Loyalty Program can convert privileges (bonuses, points, miles, etc.) of one program to another with the defined exchange-rate

65. The Partners share information on participants who make exchange

66. The Partners make the transaction clearingat the end of the period and clarify the bills and payments

68. Partner independently defines rules for calculating bonus points

69. In the end of the period, The Partner shall pay issued bonus points to X5 at the agreed cost per 1 bonus point

70. X5 provides aggregated information about the Partner’s Clients

71. The X5 handles the communications with participants on the Partner’s assignments

75. half year

76. quarter of the year

77. one or several month

79. both, in X5 and among the Partners (the additional tools for accounting of goods purchased by participants are required) WEB и PERSONAL WEB-PAGE www.x5club.ru X5 Loyalty Programs Audience HOTLINE 8-800-200-95-55 8-800-200-56-66 SMS–SERVICE Targeted SMS-mailings INDOOR EDVERTISING Posters, stoppers, leaflets, etc. ADDITIONAL SLIP AT THE POS Info-slip with each transaction IN-PACK:Perekrestok Club Card or Magic Card as "a gift" for the purchase of the products of the Partner.

80. Partnership with suppliers Examples of the edvertising Info-slip at POS Stoppers, rubricators, etc. Special display of goodsin the salerooms Posters in the salerooms Information in the PROMO-catalogue Information on the web-page SMS mailings Leaflets

82. Additional bonuses on the Company’s Birthday are possible

83. Additional bonuses on the Company’s professional holiday are possible

84. Additional bonuses for the range of goods, if the company is a supplier of the X5 Retail Group

86. After the first 2 months if the average turnover on the pool of cards is more than 3,500 RUR per month

90. The total turnover on the pool of cards exceeds 50 million RUR per month& & &

91. Charity Cards X5 Loyalty Programs support for charity programs of a chains The holders of "charity" loyalty cards, can collect bonuses without redemption opportunities. All the collected bonuses are automatically transferred in favor of the charity programs «Perekrestokof Life» and «Karusel for Children».

92. Thank you for your attention