DGAP-News: Polyus Finance Plc: Extension of Consent Solicitation

1 July 2022

Polyus Finance Plc announces extension 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.

On 24 June 2022, Polyus Finance Plc (the "Issuer") announced a consent solicitation (the "Consent Solicitation") in relation to the 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 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.

The Issuer hereby notifies the Noteholders that it has decided to change the Record Date from 1 July 2022 to 13 July 2022 (the "New Record Date") and extend the Consent Deadline from 4 July 2022 (12:00 p.m. (London time)) to 14 July 2022 (5:00 p.m. (London time)) (subject to the right of the Issuer to extend, reopen, amend and/or terminate the Consent Solicitation, subject to applicable law and the provisions of the Trust Deed) (the "New Consent Deadline").

Amendments to the Consent Solicitation are limited to the New Record Date and the New Consent Deadline, as outlined above. All other terms of the Consent Solicitation will remain the same.

Noteholders who have already delivered Consent Instructions in the Consent Solicitation will not be deemed to have consented to the Proposals and will need to deliver new Consent Instructions in the Consent Solicitation providing proof of holding as of the New Record Date by no later than the New Consent Deadline.

Questions and requests for assistance in connection with the Consent Solicitation and in connection with 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: [email protected]

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: [email protected]

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.