DGAP-News

Noteholders’ consent solicitation launch

DGAP-News: Polyus Finance Plc / Key word(s): Miscellaneous Noteholders’ consent solicitation launch 24.06.2022 / 17:30 The issuer is solely responsible for the content of this announcement. 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.

Press Release 24 June 2022

Noteholders' consent solicitation launch

PJSC Polyus (LSE, MOEX: PLZL) ("Polyus", or the "Company") highlights the announcement made by its indirect wholly-owned subsidiary Polyus Finance Plc ("Issuer") earlier today on the launch of consent solicitation process ("Consent Solicitation") for its outstanding U.S.$800,000,000 5.25% Guaranteed Notes due 2023, U.S.$500,000,000 4.70% Guaranteed Notes due 2024 and U.S.$700,000,000 3.25% Guaranteed Notes due 2028 ("Notes").

In the Consent Solicitation the Issuer seeks the consent of the holders of the Notes to remove the Trustee and replace it with the New Trustee in respect of all series of the Notes. This replacement is undertaken because of inability of the Trustee to continue acting in connection with all series of the Notes.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Issuer's Consent Solicitation Memorandum dated 24 June 2022 ("Memorandum").

General Conditions to the Consent Solicitation

• The conditions set forth in the Memorandum.
• To participate in the Consent Solicitation, a Noteholder should deliver a valid Consent Instruction to the Information and Tabulation Agent by no later than the Consent Deadline.
• Only Noteholders who hold the Notes as of the Record Date may submit a Consent Instruction.
• Consents shall be received from Noteholders holding at least 75% in aggregate principal amount of the then outstanding relevant series of the Notes.
• No consent fee shall be payable with respect to the Consent Solicitation.

Expected Timetable