Polyus Finance Plc: announcement of the results of the consent solicitation

London (pta016/24.06.2024/13:15 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.

THIS ANNOUNCEMENT 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 ANNOUNCEMENT 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 ANNOUNCEMENT OF THE RESULTS OF THE CONSENT SOLICITATION (AS DEFINED BELOW).

24 June 2024

JOINT STOCK COMPANY POLYUS KRASNOYARSK
(the "Company")

ANNOUNCEMENT OF THE RESULTS OF THE CONSENT SOLICITATION

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").

of which U.S.$700,000,000 are currently outstanding

Reference is made to the launch announcement dated 16 May 2024 (the "Launch Announcement") relating to the Notes and published by the Company. Terms defined in the Launch Announcement shall have the same meaning herein.

The Company hereby announces the results of soliciting consents of the holders of the Notes (the "Noteholders") to the proposals (the "Proposals") included in the Launch Announcement.

The Company hereby gives notice that holders of not less than two-thirds in principal amount of the outstanding Notes owned by the Noteholders who were represented at the duly convened and quorate adjourned meeting of Noteholders held by the Company at 4 p.m. (London time) on 21 June 2024 have consented to the Proposals set out in the Extraordinary Resolution. Accordingly, the Proposals set out in the Extraordinary Resolution have become effective and binding on all Noteholders on 21 June 2024.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Issuer, the Guarantors, the Information and Tabulation Agent or the Trustee to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer of any securities has been or will be taken in any jurisdiction by the Issuer, the Guarantors, the Information and Tabulation Agent or the Trustee.

This announcement must be read in conjunction with the Extraordinary Resolution. This announcement and the Extraordinary Resolution contain important information which should be read carefully. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the adoption of the Extraordinary Resolution, 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.

None of the Issuer, the Guarantors, the Information and Tabulation Agent and the Trusteeor 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 Proposals and/or the Extraordinary Resolution.

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