Company Announcements

20 July 2022

Polyus Finance Plc announces 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 announces a solicitation (the "Consent Solicitation") to consider and, if thought fit, consent (the "Consent") to the Proposals (as defined in the Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 20 July 2022 (the "Memorandum"), which will approve the amendment and waiver of certain terms of the Trust Deeds, Paying Agency Agreements and Terms and Conditions of the Notes and the replacement of the BNYM Trustee with the New Trustee in respect of the 2028 Notes.  The Consent Solicitation begins on the date of the Memorandum.  The Consent Deadline (each, as defined below) for Consent Solicitation is 5:00 p.m. (London time) on 27 July 2022 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Consent Solicitation, subject to applicable law and the provisions of the relevant Trust Deed) (such time and date, as the same may be extended, the "Consent Deadline").

Adoption of each Written Resolution requires the Requisite Consents.  To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline.  Only Noteholders who hold the Notes as of 26 July 2022 (the "Record Date") may submit a Consent Instruction.  No consent fee shall be payable with respect to the Consent Solicitation.

THE ISSUER ANTICIPATES THAT, PROMPTLY AFTER RECEIPT OF THE REQUISITE CONSENTS AT OR PRIOR TO THE CONSENT DEADLINE (THE TIME OF SUCH RECEIPT, THE "EFFECTIVE TIME"), IT WILL GIVE NOTICE TO NOTEHOLDERS THAT THE REQUISITE CONSENTS HAVE BEEN ACHIEVED. NOTEHOLDERS SHOULD NOTE THAT THE EFFECTIVE TIME MAY FALL PRIOR TO THE CONSENT DEADLINE. AS OF AND AFTER THE EFFECTIVE TIME, ALL CURRENT NOTEHOLDERS, INCLUDING NON-CONSENTING NOTEHOLDERS, AND ALL SUBSEQUENT NOTEHOLDERS WILL BE BOUND BY THE RELEVANT WRITTEN RESOLUTION.

Neither the Trustees, nor any of their directors, officers, employees or affiliates expresses any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitation or makes any recommendation whether Noteholders should give their Consent to the Proposals. The Trustees have not reviewed or approved, nor will they be reviewing or approving, any documents relating to the Consent Solicitation except those to which it is a party. Neither the Trustees, nor any of their directors, officers, employees or affiliates have verified, or assume any responsibility for the accuracy or completeness of, any of the information concerning the Consent Solicitation, or the factual statements contained in, or the effect or effectiveness of, the Memorandum or any other documents referred to in the Memorandum or assume any responsibility for any failure by the Issuer or the Guarantors to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Consent Solicitation.

Copies of the Memorandum can be obtained by registering on the Consent Solicitation Website at https://i2capmark.com/event-details/59/Holder/polyus-finance-plc.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Memorandum.

The following table sets forth details of the Notes:

Rationale for the Consent Solicitation

Sanctions introduced by western and certain other countries against Russian individuals and entities amid recent geopolitical events and the Russian counter sanctions have significantly disrupted the existing framework and infrastructure for delivery and settlement of securities, including the process of paying the amounts due under the Notes to the Noteholders and formal process of cancelling securities that are purchased by issuers in the market. There is a risk that due to various disruptions any payment in respect of the Notes held at the Russian securities custodians received from the Issuer or any Guarantor by the Principal Paying Agent can be blocked, delayed or frozen and, consequently, those funds will not be distributed among the Noteholders by the Principal Paying Agent. Payments of interest or principal made by the Issuer or the Guarantors for the benefit of the Noteholders may become blocked, frozen or delayed for an uncertain period of time by the Principal Paying Agent, the Clearing Systems or other entities processing those payments.

Therefore, the Issuer seeks the consent of the Noteholders to amend the terms of the Trust Deeds and the Paying Agency Agreements to (a) allow direct payments of principal and interest accrued under the Notes held at the Russian securities custodians, (b) provide that payments in respect of such Notes will be made in Russian roubles only (save that the Issuer will retain the discretion to make payments in U.S. dollars to certain Noteholders in its sole discretion) using the official exchange rate of the Central Bank of Russia effective as of the relevant payment date, and (c) provide that payments in respect of all Notes may be made in an alternative currency, including Euro, Sterling, Swiss franc, or the Russian rouble (with the Russian rouble being used as the currency of last resort) in the event of the Issuer's inability to pay the sums due in U.S. dollars, at an exchange rate specified in the Terms and Conditions of the Notes.

The Issuer is also soliciting consents of the Noteholders to extend the grace period during which a failure to make payments in respect of the Notes on an Interest Payment Date, the Maturity Date or the Repayment Date (as such terms are defined in the Terms and Conditions of the relevant series of the Notes), as applicable, can be remedied without causing an Event of Default, from five business days (in case of payments of principal) and 10 business days (in case of payments of interest or other amounts) to 30 business days. Although the Group expects to make the next interest payment when due, the Group wishes to extend the grace period to avoid a technical Event of Default for a delay in making such payment caused by operational or technical disruptions, as well as legal restrictions that may affect wire transfers and cause instability in the operations of the banking sector.

Additionally, the Issuer is seeking to amend certain operative provisions of the Trust Deeds and the Terms and Conditions of the Notes to enable cancellation of the Notes that may be purchased by the Group, which has become limited by current restrictions. Given that the Terms and Conditions already provide for the ability to cancel purchased Notes, the Issuer believes that the amendments relating to deemed cancellation do not affect the rights and interests of Noteholders. In particular, to enable cancellation of the Notes the Group is proposing that such Notes may be designated by the Issuer or any member of the Group as Notes deemed cancelled (the "Designated Notes"), and that no interest shall accrue on, and no principal amount shall be payable in respect of, the Designated Notes, from (and including) the date of such designation (the "Designation Date"), and such Notes shall not be deemed to be outstanding for purposes of the Trust Deeds and the Notes. Accordingly, neither the Issuer nor any Guarantor will be liable to pay any amounts on any Designated Notes from (and including) any Designation Date, and none of the members of the Group will be required to deliver any Designated Notes to the Trustees, Principal Paying Agent, Registrar (as such term is defined in the relevant Paying Agency Agreements), common depositary or any Clearing System for their cancellation.

Additionally, under the terms of the 2023 Trust Deed and the 2024 Trust Deed, the Issuer must maintain the listing of the 2023 Notes and the 2024 Notes, respectively, on the London Stock Exchange or any other recognised stock exchange, provided it is a regulated market under Directive 2004/29/EC. Some stock exchanges in the EU have recently revoked listing of the debt instruments associated with Russia related businesses. Although the London Stock Exchange, where the 2023 Notes and the 2024 Notes are currently listed, has not yet taken such a step, the Issuer cannot rule out that similar decision could be made by the London Stock Exchange in respect of the 2023 Notes and the 2024 Notes in the future. In this Consent Solicitation, the Issuer seeks the consent of the Noteholders to amend the terms of the 2023 Trust Deed and the 2024 Trust Deed to allow the 2023 Notes and the 2024 Notes to be listed or admitted to trading on any stock exchange, provided such stock exchange is commonly used for the listing and trading of debt securities in the international bond markets.

Finally, the BNYM Trustee informed the Issuer on 9 May 2022 of its inability to continue acting as trustee in relation to the 2028 Notes. To ensure that investors are able to benefit from having a trustee that is able to act in the interests of the Noteholders, the Issuer is soliciting consents of the Noteholders to replace the BNYM Trustee with the New Trustee in respect of the 2028 Notes.

General Conditions to the Consent Solicitation

Adoption of each Written Resolution requires the Requisite Consents.  To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline.  Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.

In order for the Issuer to implement the Proposals, the Requisite Consents must be achieved by the Consent Deadline, i.e., at or prior to the Consent Deadline, Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes.  Noteholders should refer to Annex A to the Memorandum for full text of the Proposals and further detail.

The Issuer is not under any obligation to accept any Consent.  Consents may be rejected in the sole and absolute discretion of the Issuer for any reason or no reason, and the Issuer is under no obligation to Noteholders to furnish any reason or justification for refusing to accept any of them.  For example, Consents may be rejected if the Consent Solicitation is terminated (including if the Requisite Consents are not received), subject to applicable law and the provisions of the relevant Trust Deed, if the Issuer determines that a Consent Instruction is not timely received or duly completed, or if the Consent Solicitation does not comply with the relevant requirements of a particular jurisdiction or for any other reason.  In case the Requisite Consents are not received by the Consent Deadline, the Consent Solicitation will be terminated and all Consent Instructions will be automatically deemed to be withdrawn.  Immediately upon terminating the Consent Solicitation, the Issuer shall notify the Noteholders in accordance with "Announcements" below.

A Consent given pursuant to the Consent Solicitation will only be accepted after the delivery of a valid Consent Instruction, in each case in accordance with the procedures described in "Procedures for Participating in the Consent Solicitation".

The Issuer expressly reserves the right, in its sole and absolute discretion, to delay the acceptance of Consents delivered pursuant to the Consent Solicitation in order to comply with applicable laws or for any other reason.  Notwithstanding the foregoing, the Issuer will at all times have the discretion to accept or reject any Consent, the delivery of which would otherwise be invalid or, in the sole opinion of the Issuer, may otherwise be invalid.  Noteholders are advised that the Issuer may, in its sole and absolute discretion, accept or reject Consents delivered pursuant to the Consent Solicitation on more than one date if the Consent Solicitation is re-opened.

The Issuer reserves the right, in its sole and absolute discretion, to waive, where possible, any and all of the conditions to the Consent Solicitation at any time and from time to time.  The Issuer may, subject to applicable law and the provisions of the relevant Trust Deed, at its option and in its sole and absolute discretion, amend the Consent Solicitation in any respect at any time before any acceptance by it of the Consents.

The failure by any person to receive a copy of the Memorandum or any announcement made or notice issued in connection with the Consent Solicitation will not invalidate any aspect of the Consent Solicitation.  No binding acknowledgement of receipt of any Consent Instruction and/or any other documents will be given by the Issuer, the Guarantors or the Information and Tabulation Agent.

Requisite Consents

In order for the Issuer to implement the Proposals, the Requisite Consents must be achieved by the Consent Deadline, i.e., at or prior to the Consent Deadline, Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes.  Noteholders should refer to Annex A to the Memorandum for full text of the Proposals and further detail.

Participation in the Consent Solicitation

To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Consent Instruction to the Information and Tabulation Agent, by no later than the Consent Deadline.  Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.

A duly executed Consent Instruction shall bind the Noteholder that executed the relevant Consent Instruction and any subsequent registered holder or transferee of the Notes to which such Consent Instruction relates.  In order to cause a Consent to be given with respect to Notes, the applicable Noteholder must complete and sign the Consent Instruction, and deliver it to the Information and Tabulation Agent by registering on the Consent Solicitation Website on https://i2capmark.com/event-details/59/Holder/polyus-finance-plc and then uploading the completed Consent Instruction in pdf format to the "My Holding" section on the Consent Solicitation Website using the "uploads" function.  To access the Consent Solicitation Website and submit completed Consent Instructions, Noteholders are required to provide proof of holding as of the Record Date.  Acceptable form of proof of holding may include (i) the statement of holdings report and/or a similar document generated by electronic records of and/or issued by DTC, Euroclear or Clearstream, Luxembourg, as applicable, or (ii) a statement of account or holdings report from a Direct Participant, each acceptable form of proof of holding should confirm (a) the DTC, Euroclear or Clearstream, Luxembourg Direct Participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of each relevant series of the Notes held, or (iii) a statement of account or holdings reports from such other intermediary (including brokers, depositories, custodians and sub-custodians) being the immediate custodian of the account where the relevant Notes are being held by the Noteholder submitting the Consent Instruction.  Noteholders should contact their representative Direct Participant, bank, securities broker or other intermediary through which they hold their respective Notes immediately to obtain proof of holding.

Noteholders may contact the Information and Tabulation Agent via email at info@i2capmark.com if they require assistance.

The Issuer is under no obligation to accept any valid Consents delivered pursuant to the Consent Solicitation.  The acceptance of Consents validly delivered pursuant to the Consent Solicitation is at the sole and absolute discretion of the Issuer and Consents delivered pursuant to the Consent Solicitation may be rejected by the Issuer for any reason or no reason.  The Issuer will be deemed to have accepted validly delivered Consent Instructions if and when the Issuer gives oral or written notice to the Information and Tabulation Agent of the Issuer's acceptance of such Consent Instructions pursuant to the Consent Solicitation.

It is a term of the Consent Solicitation that Consent Instructions are irrevocable, subject to applicable law and the provisions of the relevant Trust Deed.

Indicative Timetable

The following table sets out the expected dates and times of the key events relating to the Consent Solicitation.  The times and dates below are indicative only and are subject to change, including as a result of market conditions.

Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication through the website of the London Stock Exchange and by the delivery of notices to the Clearing Systems for communication to Noteholders. Copies of all announcements, notices and press releases are available on the Consent Solicitation Website and can also be obtained from the Information and Tabulation Agent, whose contact details are on the last page of the Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tabulation Agent for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact the Investor Relations Department of PJSC Polyus for information at the email address or on the telephone number on the last page of the Memorandum.

Questions and requests for assistance in connection with the delivery of Consent Instruction may be directed to the Information and Tabulation Agent.

Information and Tabulation Agent:

i2 Capital Markets Ltd

Kemp House, 160 City Road

London, ECV 2NX, United Kingdom

Email: info@i2capmark.com

Phone: +44 203 633 1212

Consent Solicitation Website:
https://i2capmark.com/event-details/59/Holder/polyus-finance-plc

Questions and requests for assistance in connection with the Consent Solicitation may also be directed to the Investor Relations Department of PJSC Polyus.

PJSC Polyus

Investor Relations

3 bldg 1, Krasina St., Moscow, 123056, Russia

Email: ir@polyus.com

Phone: +7 495 641 33 77

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 Trustees, 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 Trustees, 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.

This announcement is for informational purposes only.  The Consents are only being solicited pursuant to the Memorandum and only in such jurisdictions as is permitted under applicable law.