Polyus Finance Plc: update on coupon payments

London (pta002/26.12.2023/18:35 UTC+1)

26 December 2023

Polyus Finance Plc (the "Issuer") announces an update on coupon payments in respect of its outstanding 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.

The reference is made to the outstanding U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (together the "Notes") issued by the Issuer and guaranteed by PJSC Polyus and JSC Polyus Krasnoyarsk ("Polyus") (each a "Guarantor" and together the "Guarantors").

Terms used but not otherwise defined herein have the meaning ascribed to them in the terms and conditions of the Notes.

The Issuer hereby notifies the holders of the Notes the rights to which are recorded in foreign depositories (the "Offshore Noteholders") that in the opinion of Guarantors an Alternative Payment Currency Event has occurred and, therefore, under Condition 7.2(c) of the Notes the Issuer and the Guarantors shall make all payments in respect of the Notes of the Offshore Noteholders in Russian roubles.

Under the terms and conditions of the Notes, in respect of all outstanding coupon payments due to the Offshore Noteholders on 26 December 2023 (the "Coupon"), the Issuer is deemed to have fulfilled its respective payment obligation with respect to the Coupon since Polyus transferred, upon an instruction of Limited Liability Company "Legal Capital Investor Services" acting as trustee under the Notes (the "Trustee"), the funds denominated in Russian roubles (which are equivalent to the aggregate amount of the Coupon) (the "Funds") to a bank account of the Trustee.

The Guarantors will provide full cooperation and support to the Trustee to facilitate subsequent transfer of the Coupon to the Offshore Noteholders and will aim to provide further updates on any significant developments.

The Trustee is seeking written confirmation from the relevant Clearing Systems that the amount of the Coupon can be transferred to them by the Trustee for onward payment to the Offshore Noteholders.

The Funds are transferred by Polyus to the Trustee on the following terms:

1. To the extent the Funds are not subsequently transferred by the Trustee to a Clearing System or otherwise to a Noteholder in accordance with the terms of the Trust Deed or to Polyus pursuant to paragraph (b)(ii) below, the Trustee shall, within five (5) business days in Moscow following e-mail request of Polyus (the "Request") refund:
2. (if the Request is made under paragraph (b)(i) below) all of the Funds (less any amount of the Funds that were previously transferred by the Trustee to a Clearing System or otherwise to a Noteholder in accordance with the terms of the Trust Deed or to Polyus pursuant to paragraph (b)(ii) below); or
3. (if the Request is made under paragraph (b)(ii) below) relevant part thereof in the amount equal to a Settled Amount, in each case to Polyus either to the same bank account from which the Funds were paid to the Trustee or to any other bank account in Russia as Polyus may notify the Trustee in writing (including by e-mail); and
4. Polyus may give the Request to the Trustee only:
5. upon the occurrence of the earlier of:
6. an announcement by the Issuer, a Guarantor or the Trustee (as the case may be) on its official website that a Guarantor will pay the Coupon directly to the Noteholders, including to a type "D" account or in any other way as permitted by the Russian legislation, in each case in accordance with that announcement, or
7. the date which is three (3) calendar months after the date when the Funds are paid by Polyus to the Trustee; or
8. if a Guarantor has demonstrated to the Trustee (e.g. by providing an executed payment order) that such Guarantor has paid directly (including to a type "D" account or in any other way as permitted by the Russian legislation) to any Noteholder any amount (a "Settled Amount") which relates to a part of the Coupon and an equivalent amount was paid to the Trustee as part of the Funds.

The Issuer and the Guarantors treat the interests of all holders of the Notes equally and are committed to continue fulfilling payment obligations in respect of the Offshore Noteholders taking into account relevant restrictions under applicable law.

Forward-looking statements

This announcement may contain "forward-looking statements" concerning Polyus group. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of Polyus group's operations. Many of these risks and uncertainties relate to factors that are beyond Polyus group's ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. The Issuer and/or any Polyus group company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.

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