Public Joint Stock Polyus : Announcement of indicative results of the capped tender offer for notes due 2022, 2023 and 2024

Date: 7 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. OTHER RESTRICTIONS APPLY (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

ANNOUNCEMENT OF INDICATIVE RESULTS OF THE CAPPED TENDER OFFER FOR

NOTES DUE 2022, 2023 AND 2024

PJSC Polyus (LSE, MOEX: PLZL) ("Polyus", the "Company", and together with the Company subsidiaries, the "Group") notes the announcement made earlier today by its indirect wholly owned subsidiary, Polyus Capital plc (the "Offeror"), in relation to the invitations made by the Offeror to the holders of the U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (the "2022 Notes"), U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (the "2023 Notes") and US$500,000,000 4.70 per cent Guaranteed Notes due 2024 (the "2024 Notes" and, together with the 2022 Notes and 2023 Notes, the "Notes"), in each case issued by Polyus Finance plc and guaranteed by Joint Stock Company Polyus Krasnoyarsk and Public Joint Stock Company Polyus, to tender the Notes for purchase by the Offeror for cash (the "Offers"). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 28 September 2021 ("Tender Offer Memorandum"), issued by the Offeror in connection with the Offers, which is available, subject to certain restrictions, on the Offer Website: https://deals.lucid-is.com/polyus.

Indicative Results of the Offers

The Offers expired at 17:00 (London time) on 5 October 2021 (the "Expiration Deadline")

The Offeror announced its non-binding indication that, subject to the pricing of the New Notes, it intended to increase the Maximum Acceptance Amount and to accept for purchase valid tenders of the Notes as set out in the table below, such that the total amount of cash payment to be made by the Offeror on the Settlement Date in connection with the Offers (including the Accrued Interest) amounts to approximately U.S.$650,000,000.

Description of the	Common code/ISIN	Common	Outstanding principal	Purchase Price	Expected Series	Expected Scaling
Notes	for Regulation S	code/ISIN/CUSIP for	amount		Acceptance Amount	Factor
	Notes	Rule 144A Notes
U.S.$500,000,000 4.699	140576638 /	098266640 /	U.S.$482,806,000	U.S.$1,020.00 per	None	Zero
per cent Guaranteed	XS1405766384	US73180YAB02 /		U.S.$1,000 in principal
Notes due 2022 (the		73180YAB0		amount of the 2022
"2022 Notes")				Notes
U.S.$800,000,000 5.250	153392293 /	111731179 /	U.S.$787,800,000	U.S.$1,058.75 per	U.S.$$457,793,000 in	100% (N/A)
per cent Guaranteed	XS1533922933	US73180YAC84 /		U.S.$1,000 in principal	aggregate principal
Notes due 2023 (the		73180YAC8		amount of the 2023	amount of the 2023
"2023 Notes")				Notes	Notes (all valid tenders
					of the 2023 Notes
					accepted in full)
US$500,000,000 4.70	171347432 /	111730962 /	US$470,134,000	U.S.$1,077.50 per	U.S.$147,530,000 in	68.525%
per cent Guaranteed	XS1713474325	US73181LAA98 /		U.S.$1,000 in principal	aggregate principal
Notes due 2024 (the		111730962		amount of the 2024	amount of the 2024
"2024 Notes")				Notes	Notes

As soon as reasonably practicable after the pricing of the New Notes, the Offeror will announce whether the Transaction Conditions (including the Financing Condition) are expected to be satisfied and, if so, the Offeror will announce: (i) whether the Offeror will accept valid tenders of the Notes

pursuant to each Offer; (ii) each Series Acceptance Amount; (iii) each Series Scaling Factor (if applicable); (iv) the aggregate principal amount of each Series of Notes that will remain outstanding following completion of the relevant Offer; and (v) the confirmation of the final Settlement Date for the Offers.

This announcement is made by the Company and contains information that qualified or may be qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MAR"), encompassing information relating to the Offers described above.

Enquiries

Polyus

Polyus is the world's fourth-largest gold mining company by production volumes and the largest gold miner in terms of attributable gold Ore Reserves. The company demonstrates the lowest production costs among major global gold producers. Its principal operations are located in Siberia and the Russian Far East: Krasnoyarsk, Irkutsk and Magadan regions and the Republic of Sakha (Yakutia).

Investor and Media contact

Victor Drozdov, Director Communications & Investor Relations (CIR) Department

[phone]

[e-mail]

Forward looking statement

This announcement may contain "forward-looking statements" concerning Polyus and/or 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' and/or Polyus group's operations. Many of these risks and uncertainties relate to factors that are beyond Polyus' and/or 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. Polyus and/or any Polyus group company assumes no obligation in respect of, and does not intend to update, these

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forward-looking statements, except as required pursuant to applicable law. Information in this announcement may constitute inside information.

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Contact Details:

THE OFFEROR

Polyus Capital Plc

8th Floor

20 Farringdon Street London EC4A 4AB United Kingdom

	THE DEALER MANAGERS
Bank GPB International S.A.	J.P. Morgan Securities plc	Renaissance Securities (Cyprus) Limited
15, rue Bender	25 Bank Street	Arch. Makariou III, 2-4
L-1229 Luxembourg	Canary Wharf	Capital Center, 9th Floor
	London E14 5JP	Nicosia, 1065
Telephone: [phone]	United Kingdom	Republic of Cyprus
Attention: Liability Management Group, DCM
Email: [e-mail]	For information by telephone: [phone]	Tel: [phone]
	Attention: Liability Management	Fax:[phone]
	Email: [e-mail]	Email:[e-mail]

Sberbank CIB (UK) Limited	VTB Capital plc
85 Fleet Street	14 Cornhill
London EC4Y 1AE	London EC3V 3ND
United Kingdom	United Kingdom
Email: [e-mail]	Telephone:[phone]
	Email: [e-mail]
	Attention: Liability Management

THE INFORMATION AND TENDER AGENT

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Email: [e-mail]

Offer Website: https://deals.lucid-is.com/polyus

Any questions or requests relating to the procedures for submitting a Tender Instruction may be directed to the Information and Tender Agent at its telephone number above. A Noteholder may also contact the Dealer Managers at the telephone numbers set forth above or such Noteholder's custodian for assistance concerning the Offers.

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OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of "investment professionals" (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and in accordance with, Articles L.411-1,L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Ireland

No action shall be taken in Ireland with respect to the Notes otherwise than in conformity with:

1. with the provisions of the European Union (Markets in Financial Instruments) Regulations, 2017 (as amended, the "MiFiD II Regulations"), including Regulation 5 (Requirement for Authorisation (and certain provisions concerning MTFs and OTFs)) thereof or any codes of conduct made under the MiFiD II Regulations and the provisions of the Investor Compensation Act 1998 (as amended);
2. with the provisions of the Companies Act 2014 (as amended, the "Companies Act"), the Central Bank Acts 1942 - 2018 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); and
3. the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidance issued by the Central Bank of Ireland under Section 1370 of the Companies Act.

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