Polyus Finance Plc: notice of the meeting

London (pta034/16.05.2024/18:25 UTC+2)

NOTICE OF THE MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO NOTEHOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE MEETING (AS DEFINED BELOW). THIS DOES NOT AFFECT THE RIGHT OF NOTEHOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED (AS DEFINED BELOW).

16 May 2024

JOINT STOCK COMPANY POLYUS KRASNOYARSK
(the "Company")

NOTICE OF MEETING

of the holders of its outstanding

U.S.$700,000,000 3.25% Guaranteed Notes due 2028 (the "Notes") issued by Polyus Finance Plc and unconditionally and irrevocably guaranteed by Joint Stock Company Polyus Krasnoyarsk (the "Company") and Public Joint Stock Company Polyus (together with the Company, the "Guarantors")

(Regulation S ISIN: XS2396900685, Common Code: 239690068

Rule 144A ISIN: US73181LAB71, Common Code: 239725104)

Reference is made to the Consent Solicitation Memorandum dated 16 May 2024 (the "Memorandum") which relates, inter alia, to the Notes, which can be obtained via email at polyus@lcpis.ru.

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of Notes (the "Noteholders"),which is hereby being convened by the Company, will be held at 4p.m. (London time) on 7 June 2024 via teleconference (using a video enabled platform) with dial-in details to be provided by a chairman of the Meeting following the satisfaction of the identity of the Noteholders and their status as Noteholders as of 28 May2024 by Limited Liability Company "Legal Capital Investor Services" (the "Information and Tabulation Agent") for the purpose of considering and, if thought fit, passing the Extraordinary Resolution to approve the Proposals as set out in the Memorandum.

Capitalised terms used but not defined in this Notice shall have the meanings given to them in the Memorandum and the Trust Deed governing the Notes dated 14 October 2021 between the Issuer, the Guarantors and Limited Liability Company "Legal Capital Investor Services" (the "Trustee"), as amended (the "Trust Deed").

General

THE TRUSTEE HAS NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTION AND THE TRUSTEE EXPRESSES NO OPINION ON THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO NOTEHOLDERS FROM THE TRUSTEE TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. NOTEHOLDERS SHOULD TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THE TRUSTEE HAS NOT REVIEWED, NOR WILL IT BE REVIEWING, ANY DOCUMENTS RELATING TO THE PROPOSALS.

Noteholders may obtain a copy of the Memorandum from the Information and Tabulation Agent, the contact details for whom are set out below. To receive a copy of the Memorandum, a Noteholder will be required to produce evidence satisfactory to the Information and Tabulation Agent that it is a person to whom it is lawful to send the Memorandum and to make an invitation pursuant to the Proposals under applicable laws and to provide to the Information and Tabulation Agent by email at polyus@lcpis.ru proof of holding of the Notes. Acceptable forms of proof of holding may include, but are not limited to, (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 requesting the Memorandum.

Subject to the immediately preceding paragraph, copies of this Notice, the Memorandum and the Trust Deed can be obtained via email at polyus@lcpis.ru.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out at "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting as soon as possible.

For the additional information please refer the below link:

https://data.fca.org.uk/artefacts/NSM/Portal/NI-000096978/NI-000096978.pdf

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