Company Announcements

15 July 2022

Polyus Finance Plc announces the results of the Consent Solicitation for its outstanding U.S.$800,000,000 5.250% Guaranteed Notes due 2023, U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and U.S.$700,000,000 3.25% Guaranteed Notes due 2028

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE MEMORANDUM.

Polyus Finance Plc (the "Issuer") today formally announces that that it has concluded its consent solicitation (the "Consent Solicitation") in relation to the outstanding U.S.$800,000,000 5.250% Guaranteed Notes due 2023 (the "2023 Notes"), U.S.$500,000,000 4.70% Guaranteed Notes due 2024 (the "2024 Notes") and U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (the "2028 Notes") issued by the Issuer (the "Notes") on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 24 June 2022 (the "Memorandum"). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Memorandum.

On 14 July 2022, the Requisite Consents to implement the Proposals in respect of the 2023 Notes and the 2024 Notes have been obtained and, accordingly, the Written Resolutions in respect of the 2023 Notes and the 2024 Notes have been passed. No Requisite Consents in respect of the 2028 Notes have been obtained and no Written Resolution in respect of the 2028 Notes has been passed.

Consents were distributed in the following way from outstanding amounts of respective notes:

·    Notes due 2023 - 76%

·    Notes due 2024 - 77%

·    Notes due 2028 - 65%

Consequently, as of the Effective Time, I2 Capital Trust Corporation Ltd, will act as the new trustee in respect of the 2023 Notes and the 2024 Notes, and BNY Mellon Corporate Trustee Services Limited will continue acting as trustee under the 2028 Notes.

The Issuer intends to proceed with new consent solicitation process in relation to the 2028 Notes to replace the trustee respectively. The further steps will be announced in due course.

DISCLAIMER

This announcement must be read in conjunction with the Memorandum.  This announcement and the Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation.  If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of its participation in the Consent Solicitation, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.

None of the Issuer, the Guarantors, the Trustee, the Information and Tabulation Agent or any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation, and accordingly none of the Issuer, the Guarantors, the Trustee, the Information and Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders should provide Consent, or refrain from taking any action in the Consent Solicitation with respect to their Notes, and none of them has authorised any person to make such recommendation.  The Information and Tabulation Agent is agent of the Issuer and owe no duty to any Noteholder.

The Consents have only being solicited pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law.