Polyus Finance Plc: consent solicitation launch announcement

London (pta035/16.05.2024/18:55 UTC+2)

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.

If you have sold or otherwise transferred your entire holding of the Notes, you should inform Limited Liability Company "Legal Capital Investor Services" (the "Information and Tabulation Agent") by email at polyus@lcpis.ru accordingly.

16 May 2024

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

Joint Stock Company Polyus Krasnoyarsk (the "Company") today announces a solicitation (the "Consent Solicitation") to consider and, if thought fit, pass the Extraordinary Resolution (as defined in the Memorandum) on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 16 May 2024 (the "Memorandum"), which will approve the amendment and waiver of certain terms of the Trust Deed (as defined in the Memorandum). The Consent Solicitation begins on the date of the Memorandum. The voting deadline for the Consent Solicitation is 2 p.m. (London time) on 5 June 2024, unless the period for the Consent Solicitation is extended, re-opened, amended or earlier terminated by the Company (the "Voting Deadline").

To be passed, the Extraordinary Resolution must be passed at the Meeting duly convened and held in accordance with the provisions of Schedule 3 (Provisions for Meetings of the Noteholders) of the Trust Deed by the affirmative vote of holders of outstanding Notes present in person or represented by proxy or representative owning in the aggregate not less than two-thirds in principal amount of the outstanding Notes owned by the Noteholders who are so present or represented at the Meeting. The quorum required at each original Meeting will be one or more persons present holding Notes or being proxies or representatives and holding or representing in the aggregate a clear majority in principal amount of the Notes for the time being outstanding. If any Meeting is adjourned through want of a quorum, the quorum required at such adjourned Meeting will be one or more persons present in person holding Notes or being proxies or representatives (whatever the principal amount of the Notes so held or represented).

To participate in the Consent Solicitation, a Noteholder should deliver, or arrange to have delivered on its behalf, a valid Voting Instruction (as defined in the Memorandum) voting in favour of or against the Proposals to the Information and Tabulation Agent by no later than the Voting Deadline. Only Noteholders who hold the Notes as of 28 May 2024 (the "Record Date") may submit a Voting Instruction. No consent fee shall be payable with respect to the Consent Solicitation.

UPON PASSING OF THE EXTRAORDINARY RESOLUTION AND THE EXECUTION OF THE RELEVANT AMENDMENT DOCUMENTS RELATING TO THE NOTES, THE COMPANY WILL GIVE NOTICE THEREOF TO THE HOLDERS OF THE NOTES. AFTER THE PASSING OF THE EXTRAORDINARY RESOLUTION, HOLDERS OF THE NOTES, INCLUDING NOTEHOLDERS NOT PRESENT AT THE MEENTING OR VOTING AGAINST THE PROPOSALS, AND ALL SUBSEQUENT NOTEHOLDERS WILL BE BOUND BY ITS TERMS.

None of the Trustee and the Information and Tabulation Agent or 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 Trustee has not reviewed or approved any document relating to the Consent Solicitation prior to the date thereof, and will not be reviewing any documents relating to the Consent Solicitation after the date thereof, except those to which it is a party. None of the Trustee and the Information and Tabulation Agent or any of their directors, officers, employees or affiliates has verified, or assumes 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 assumes 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.

Еlectronic copies of the Memorandum can be obtained via application to the Information and Tabulation Agent at polyus@lcpis.ru. To receive the Memorandum, the Noteholder mustprovide 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.

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

The followingtable sets forthdetails of the Notes:

Rationale for the ConsentSolicitation

The geopolitical turmoil which took place over the last few years and the consequences thereof, including the tightening of sanctions imposed by the US, EU, UK and other jurisdictions imposed on the Russian Federation and certain Russian companies, including the designation of Public Joint Stock Company Polyus as a Sanctioned Restricted Person by the US and UK Sanctions Authorities, the global deterioration of the financial markets, a significant disruption of the international payment, clearing and settlement infrastructure, and others, have resulted in a material change in the business environment in which the Group operates.

It is therefore the Company's assessment that in the present economic environment, certain terms of the Notes, particularly some of the covenants, places unnecessary burden on the Group, significantly limiting its ability to appropriately respond to constantly and rapidly changing business, infrastructure and regulatory needs and challenges.

Accordingly, to provide the Group with flexibility which is essential for safeguarding and developing the Group's business, while ensuring that the rights of the Noteholders are not prejudiced and the payment of principal, interest and any other amounts payable under the Notes can be made going forward in the same fashion, the Company is hereby seeking the consent of the Noteholders to relax or disapply a certain terms of the Notes as follows.

Modifications to the financial covenants

The Noteholders' consent is being sought, among other things, to exclude the limitation on indebtedness covenant and to increase the Permitted Liens general basket from 15 to 30 percent of Group Total Assets. These amendments seek to ensure greater synchronization of the covenant package set out in the Notes with that of some the Group's peers and with the covenants used in other public debt instruments of the Group.

Extension of grace period for the payments of interest

Given that the Russian legal framework regulating payments under Eurobonds whereby Russian companies act as obligors (including the Notes) continues to develop and compliance with certain legislative acts setting forth the procedure for making payments under the Notes may entail a longer timetable than the applicable grace period for payments of interest and other amounts, the Company is seeking Noteholders's approval to increase the relevant grace period for payments of interest or other amounts under the Notes to 60 Business Days from the current 30 Business Days.

Increase of the enforcement and acceleration and waiver thresholds

By virtue of the Extraordinary Resolution being passed, the Company is looking to increase (i) the threshold required to pursue the declaration of an Event of Default and the acceleration of the Notes and (ii) the threshold required to direct the Trustee not to grant a waiver of any breach by the Issuer or any Guarantor of the Notes or the Trust Deed, in each case from 25 to 50 percent of the principal amount of the Notes then outstanding. The change is seeking to ensure that any such actions are supported by, and therefore are in the interests of, the majority of the Noteholders.

Modifications to the reporting requirements

In light of the limited cooperation from the Stock Exchanges with respect to the securities of Russian issuers more generally and the Notes in particular, cancellation of the listing of certain securities with Russian nexus on the Stock Exchanges, the difficulties the Group has encountered while arranging for the preparation and submission of the Issuer's reports required to maintain the listing of the Notes, the ongoing geopolitical turmoil and infrastructure-related difficulties, the Company is requesting Noteholder approval to disapply the obligation to maintain listing of the Notes as well as reporting obligations pursuant to the listing requirements. At the same time, to ensure that the rights of the Noteholders are not prejudiced, the Company will continue to post the Group's financial statements on its website as per the Terms and Conditions and use its commercially reasonable endeavours to maintain the listing of the Notes on the Moscow Exchange.

Modification to the requirement to pay taxes and other claims

The Company asks the Noteholders to give their consent to the disapplication of the Issuer's obligation to pay taxes and other claims against the backdrop of circumstances beyond the Issuer's control impending or potentially impeding the Issuer's ability to make the respective payments when due or at all, including Sanctions, lack of providers willing and capable to assist with submitting a tax return, etc.

Granting of certain waivers

Noteholders are also asked to grant a waiver of:

1. certain actual or potential breaches of the Terms and Conditions which have occurred or may have occurred prior to the Extraordinary Resolution being passed; and
2. any breach which may occur as a result of a non-consensual liquidation or strike-off of the Issuer, including on formal grounds.

With respect to item (b), the Company notes that, in the present geopolitical and regulatory environment, the Issuer may not be in a position to comply with certain formal requirements for the reasons beyond its control (such as the filing of reports and/or financial statements, compliance with disclosure and transparency requirements or certain other technical or administrative requirements). A failure to comply with these requirements may serve as a formal ground for the competent authorities to proceed with the liquidation or strike-off of the Issuer, which, however, may not necessarily impact the Guarantor's ability to make payments under the Notes as they fall due. Accordingly, the Company is seeking a waiver of any breach which may occur as a result of such liquidation or strike-off.

Other amendments and modifications

In addition to the above, the Noteholders are requested to consent to certain other changes of the terms of the Notes as more particularly set out in Annex B (Form of notice of the Meeting) to the Memorandum.

In light of the above, the Company is seeking Consent by way of the Extraordinary Resolution for the Proposals set out in Annex B (Form of notice of the Meeting) to the Memorandum.

General Conditions to the ConsentSolicitation

To be passed, the Extraordinary Resolution must be passed at the Meeting duly convened and held in accordance with the provisions of Schedule 3 (Provisions for Meetings of the Noteholders) of the Trust Deed by the affirmative vote of holders of outstanding Notes present in person or represented by proxy or representative owning in the aggregate not less than two-thirds in principal amount of the outstanding Notes owned by the Noteholders who are so present or represented at the Meeting. The quorum required at each original Meeting will be one or more persons present holding Notes or being proxies or representatives and holding or representing in the aggregate a clear majority in principal amount of the Notes for the time being outstanding. If any Meeting is adjourned through want of a quorum, the quorum required at such adjourned Meeting will be one or more persons present in person holding Notes or being proxies or representatives (whatever the principal amount of the Notes so held or represented).

The Company is not under any obligation to accept any Voting instruction. Voting instructions may be rejected in the sole and absolute discretion of the Company for any reason or no reason, and the Company is under no obligation to Noteholders to furnish any reason or justification for refusing to accept any of them. For example, Voting Instructions may be rejected if the Consent Solicitation is terminated, subject to applicable law and the provisions of the relevant Trust Deed, if the Company determines that a Voting 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.

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

The Company 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 before the Voting Deadline. The Company may, subject to applicable law and the provisions of the Trust Deed, at its option and in its sole and absolute discretion, amend the Consent Solicitation in any respect at any time before the Voting Deadline.

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 Voting Instruction and/or any other documents will be given by the Issuer, the Guarantors or the Information and Tabulation Agent.

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 Voting Instruction voting in favour of or against the Proposals to the Information and Tabulation Agent by no later than the Voting Deadline. Only Noteholders who hold the Notes as of the Record Date may submit a Voting Instruction. Voting Instructions can only be submitted in relation to the Notes in principal amounts of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.

A duly executed Voting Instruction shall bind the Noteholder that executed the relevant Voting Instruction and any subsequent registered holder or transferee of the Notes to which such Voting Instruction relates. Voting Instructions should be sent to the Information and Tabulation Agent by email at polyus@lcpis.ru. In order to submit completed Voting Instructions, the Noteholders are required to provide to the Information and Tabulation Agent by email at polyus@lcpis.ru proof of holding as of the Record Date. 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 submitting the Voting Instruction. Noteholders should contact their representative Direct Participant, bank, securities broker or other applicable 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 polyus@lcpis.ru if they require assistance.

The Company is under no obligation to accept any Voting instruction and shall have no liability to any person for any non-acceptance of such Voting instruction. Voting instruction may be rejected in the sole and absolute discretion of the Company for any reason or for no reason, and the Company is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept the Voting instruction.

The Company will be deemed to have accepted validly delivered and unrevoked Voting Instructions unless the Company gives written notice to the Information and Tabulation Agent prior to the respective Meeting of the Company's rejection of such Voting Instructions pursuant to the Consent Solicitation.

It is a term of the Consent Solicitation that Voting Instructions are irrevocable except in the limited circumstances described in section "Amendment and Termination" of the Memorandum, subject to applicable law and the provisions of the 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.

The above times and dates are subject to the right of the Company to extend, re-open, amend and/or terminate the Consent Solicitation (subject to applicable law, the provisions of the relevant Trust Deed and as provided in the Memorandum). Noteholders are advised to check with any bank, securities broker, custodian or other applicable intermediary through which they hold Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in the Consent Solicitation.

Unless stated otherwise, announcements in connection with the Consent Solicitation will be made by publication through (i) the Company's website; and/or (ii) the website of the Vienna Stock Exchange and/or UK FCA's National Storage Mechanism. Copies of all announcements, notices and press releases can be obtained from the Information and Tabulation Agent by email at polyus@lcpis.ru. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tabulation Agent by email at polyus@lcpis.ru for the relevant announcements and other relevant information during the Consent Solicitation. In addition, Noteholders may contact the Investor Relations Department of the Company for information at the email address or on the telephone number on the last page of the Memorandum.

You may request assistance in completing and delivering the Voting Instructions or for additional copies of the Memorandum or other related documents by contacting the Information and Tabulation Agent at the address and telephone number set forth below. Questions and requests for assistance in connection with the Consent Solicitation may also be directed to the Investor Relations Department of the Company at the below. You may also contact your Direct Participant, broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

Information and Tabulation Agent:

Limited liability company "Legal Capital Investor Services".

Krivokolenny lane, 10 bldg. 6, 101000, Moscow, Russia

Email: polyus@lcpis.ru

Phone: + 7 495 122 05 17

The Company

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 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 Information and Tabulation Agent or their respective directors, officers, employees, affiliates, advisers or agents makes any recommendation as to whether Noteholders 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 the agent of the Company and owes no duty to any Noteholder, save when an employee of the Information and Tabulation Agent is duly appointed by a Noteholder as proxy, in which case, in its capacity as proxy, such employee does not act as agent of the Company.

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

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