DGAP-News: Polyus Finance Plc: Consent Solicitation Results and Extension

28 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 and U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and extension of the Consent Solicitation for its outstanding 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 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") and U.S.$500,000,000 4.70% Guaranteed Notes due 2024 (the "2024 Notes") issued by the Issuer on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 20 July 2022 (the "Memorandum"). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Memorandum.

The Issuer thanks all Noteholders who have responded promptly and participated in the Consent Solicitation and notifies that, on 27 July 2022, the Requisite Consents to implement the Proposals in respect of the 2023 Notes and 2024 Notes have been obtained and, accordingly, the Written Resolutions in respect of the 2023 Notes and 2024 Notes have been passed.

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

• 2023 Notes -  76.70%
• 2024 Notes -  75.88%

Consequently, the amendment and waiver of certain terms of the Trust Deeds, Paying Agency Agreements and Terms and Conditions of the Notes have been approved by the Written Resolutions in respect of the 2023 Notes and 2024 Notes, as outlined above.

The Issuer also announces and hereby notifies the Noteholders of U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (the "2028 Notes") that it has decided to extend the Consent Deadline from 27 July 2022 (5:00 p.m. (London time)) to 11 August 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) in respect of the Consent Solicitation for the 2028 Notes (the "New Consent Deadline (2028 Notes)").

No further actions are required from Noteholders of the 2028 Notes who have already delivered Consent Instructions in the Consent Solicitation.

Amendments to the Consent Solicitation for the 2028 Notes are limited to the New Consent Deadline (2028 Notes), as outlined above. All other terms of the Consent Solicitation for the 2028 Notes will remain the same.

New Expected Timetable:

• Consent Deadline (2028 Notes) - 11 August 2022 (5 p.m. (London time))

The following table sets forth details of the Notes:

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

Announcements in connection with the Consent Solicitation will be disclosed by the Issuer on the website of the London Stock Exchange. Copies of all announcements, notices and press releases are available on the Consent Solicitation Website https://i2capmark.com/event-details/59/Holder/polyusfinance-plc

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.