Company Announcements

17 November 2020                                                                                                

THIS STOCK EXCHANGE RELEASE AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, CYPRUS, JAPAN, SOUTH AFRICA, THE BRITISH VIRGIN ISLANDS OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

Mail.ru Group Announces Publication of Admission Particulars

This stock exchange release should be read in its entirety. In particular, the information provided in the "Important Notices" section of this stock exchange release should be read and understood.

MAIL.RU GROUP LIMITED (LSE and MICEX-RTS: "MAIL") ("Mail.ru Group" or the "Company"), announces the following admission particulars (the "Admission Particulars") have been submitted and approved by the London Stock Exchange's International Securities Market today and are available for viewing.

The Admission Particulars are dated 17 November 2020 relating to the admission of  the U.S.$400,000,000 1.625 per cent. Senior Unsecured Convertible Bonds due 2025 (the "Bonds") to the London Stock Exchange's International Securities Market.

A copy of the Admission Particulars can be viewed on the Company's website at: https://corp.mail.ru/en/investors/offering/.

Inside Information Notice

This stock exchange release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014) ("MAR").

For further information please contact:

Investors

Tatiana Volochkovich

Phone: +7 495 725 6357 extension: 3434

Mobile: +7 905 594 6604

Email: t.volochkovich@corp.mail.ru

Press:
Sergei Luchin
Mobile: +7 915 223 35 71

Email: s.luchin@corp.mail.ru

About Mail.ru Group

Mail.ru Group is an evolving ecosystem of services, helping millions of people with their day-to-day needs online. More than 90% of the Russian internet audience use the company's products. 

The Mail.ru Group ecosystem enables people to keep in touch (using social networks OK and VK, messaging apps and email service), play video games (via MY.GAMES), get and offer items and services, browse jobs and hire talent (via Youla and Worki), master new skills (GeekBrains, Skillbox and other educational services), stay informed (Mail.ru portal), and offers many other activities. The ecosystem also includes Mail.ru Group's own smart speaker Capsule with the Marusya voice assistant. Mail.ru Group services allow quick authorization via VK Connect.

Another important component of the ecosystem is the Mail.ru Group-Sberbank joint platform, which includes Citymobil, Delivery Club, Samokat and other services for ordering food or grocery delivery, ride hailing or booking a car. The company also owns a share in AliExpress Russia, a platform allowing to order almost any item online. 

The company offers enterprises to employ its dynamic ecosystem to digitize their business processes, providing a range of solutions from online promotion to cloud services.

Important Notices

THIS STOCK EXCHANGE RELEASE AND THE ADMISSION PARTICULARS ARE ONLY directed at and may only be COMMUNICATED TO (I) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(e) OF THE PROSPECTUS REGULATION (Regulation (EU) 2017/1129) ("QUALIFIED INVESTORS"); AND (II) IN THE UNITED KINGDOM, at Qualified Investors and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this stock exchange release relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this stock exchange release must satisfy themselves that is lawful to do so. This stock exchange release is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. This stock exchange release may not be distributed, transmitted, published, reproduced or otherwise made available to any other person, in whole or in part, directly or indirectly, for any purposes whatsoever. In particular, this stock exchange release should not be distributed, transmitted, published, reproduced or otherwise made available, directly or indirectly, in, into or from Australia, Canada, Cyprus, Japan, the Republic of South Africa, the British Virgin Islands or the United States, its territories or possessions or in any other jurisdiction outside of the United Kingdom where such distribution or availability may lead to a breach of any law or regulatory requirements. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. 

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - THE SECURITIES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UK WITHIN THE MEANING OF REGULATION (EU) NO 1286/2014 (AS AMENDED OR SUPERSEDED, THE "PRIIPS REGULATION"). CONSEQUENTLY NO KEY INFORMATION DOCUMENT UNDER THE PRIIPS REGULATION HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SECURITIES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

Investors in the Bonds should conduct such independent investigation and analysis regarding the Company and the Bonds as they deem appropriate to evaluate the merits and risks of an investment in the Bonds.  Investors in the Bonds should have sufficient knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in these Admission Particulars and any supplementary admission particulars and the merits and risks of investing in the Bonds in the context of their financial position and circumstances.  The risks identified in these Admission Particulars are provided as general information only and the Company disclaims any responsibility to advise investors in the Bonds of the risks and investment considerations associated therewith as they may exist at the date hereof or as they may from time to time alter.

The distribution of this stock exchange release and the Securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or any of their respective affiliates, agents, directors, officers or employees that would permit an offering of the Bonds (both separately, a "Security" and together, the "Securities") or possession or distribution of this stock exchange release or any offering or publicity material relating to the offering of the Bonds or any of the Securities (together, "Offer Materials") in any jurisdiction where action for that purpose is required. Persons into whose possession this stock exchange release or any other Offer Materials comes are required by the Company to inform themselves about, and to observe, any such restrictions.

This stock exchange release and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company's publicly available information and the terms of the Securities. Each person receiving this stock exchange release or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment.

The Securities have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

Potential investors who are in any doubt about the contents of this stock exchange release or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this stock exchange release.

THIS STOCK EXCHANGE RELEASE HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

All references to "US$", "$" or "dollars" are to the lawful currency of the United States of America.