Date: 28 September 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).

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"), that it has today announced invitations to the holders of the following series of notes issued by Polyus Finance plc (the "Issuer") and guaranteed by Joint Stock Company Polyus Krasnoyarsk ("JSC Polyus") and the Company (the Company, together with JSC Polyus, the "Guarantors") (each of the series of notes referred to below, a "Series", and all outstanding notes of each Series together, the "Notes"), to tender the Notes for purchase by the Offeror for cash (each such invitation, an "Offer" and, together, the "Offers") at the relevant Purchase Price (as set out below) and subject, amongst other things, to the Financing Condition (as defined below) and the Maximum Acceptance Amount (as set out below).

The Offeror will also pay accrued and unpaid interest in respect of all Notes validly tendered and accepted for purchase by the Offeror, from (and including) the interest payment date for the relevant Series immediately preceding the Settlement Date to (but excluding) the Settlement Date (such payment, "Accrued Interest").

Description of the Notes

Common

Common

Outstanding principal

Minimum Denomination

Purchase Price

Maximum Acceptance

code/ISIN for

code/ISIN/CUSIP

amount

and multiples to instruct

Amount

Regulation S

for Rule 144A

Notes

Notes

U.S.$500,000,000 4.699

140576638 /

098266640 /

U.S.$482,806,000

U.S.$200,000 and integral

U.S.$1,020.00 per

Up to U.S.$500,000,000 in

per cent Guaranteed Notes

XS1405766384

US73180YAB02 /

multiples of $1,000 in

U.S.$1,000 in principal

aggregate principal amount

due 2022 (the "2022

73180YAB0

excess thereof

amount of the 2022 Notes

across all Series of Notes

Notes")

(subject to increase,

decrease or amendment at

the discretion of the Offeror

U.S.$800,000,000 5.250

153392293 /

111731179 /

U.S.$787,800,000

U.S.$200,000 and integral

U.S.$1,058.75 per

and subject to applicable

per cent Guaranteed Notes

XS1533922933

US73180YAC84 /

multiples of $1,000 in

U.S.$1,000 in principal

law)

due 2023 (the "2023

73180YAC8

excess thereof

amount of the 2023 Notes

Notes")

US$500,000,000 4.70 per

171347432 /

111730962 /

US$470,134,000

U.S.$200,000 and integral

U.S.$1,077.50 per

cent Guaranteed Notes

XS1713474325

US73181LAA98 /

multiples of $1,000 in

U.S.$1,000 in principal

due 2024 (the "2024

111730962

excess thereof

amount of the 2024 Notes

Notes")

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") which is available, subject to certain restrictions, on the Offer Website: https://deals.lucid- is.com/polyus.

The Offers to purchase the outstanding Notes are subject to the terms and conditions contained in the Tender Offer Memorandum. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered

pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Offers are expected to be funded with the proceeds of the issuance by the Issuer of new unsecured and unsubordinated notes guaranteed by the Guarantors (the "New Notes") (the "Financing Condition"). Accordingly, each Offer is subject to (i) completion of the issue of the New Notes on terms and conditions satisfactory to the Offeror and the Issuer, on or prior to the Settlement Date, and

  1. receipt by the Offeror of an amount equal to a portion of proceeds of the issue of the New Notes sufficient in order to enable the Offeror to finance, in whole or in part, the payment by it of the relevant Purchase Price and Accrued Interest in respect of all Notes validly tendered and accepted for purchase pursuant to the Offers.

Introduction to and Rationale for the Offers

On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror invites Noteholders (subject to the Offer and Distribution Restrictions contained herein) to tender their Notes for purchase by the Offeror at the relevant Purchase Price together with Accrued Interest.

The Offers are made to extend the existing debt maturity profile of the Group and lower the Group's cost of funding.

The Offeror intends to enter into an agreement with the Issuer under which the Offeror will, on or about the Settlement Date, sell and transfer or, if required, procure the cancellation of, the Notes validly tendered in the Offers and accepted for purchase by the Offeror in consideration of the Issuer paying to the Offeror the purchase price for the Notes so transferred or, where applicable, cancelled, on the terms and conditions of such agreement.

Acceptance of the Notes

The Offeror intends to prioritise the purchase of the 2023 Notes and the 2024 Notes over the 2022 Notes and intends to set the Series Acceptance Amounts such that the aggregate principal amount of Notes of all Series to be accepted for purchase is no greater than the Maximum Acceptance Amount, subject, in each case, to the right of the Offeror to accept or reject tenders of any Notes in any Series in its sole and absolute discretion.

The Offeror will determine each such Series Acceptance Amount in its sole and absolute discretion and reserves the right to accept for purchase significantly more or less (or none) of the Notes of any one Series as compared to the other Series. The Offeror reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Acceptance Amount or purchase the Notes in aggregate principal amount of less than or more than the Maximum Acceptance Amount, subject to applicable law.

If tenders of the Notes submitted in respect of any Series represent a greater aggregate principal amount of Notes than the relevant Series Acceptance Amount, without prejudice to the right of the Offeror to accept or refuse any tenders of the Notes at its sole discretion as described in the Tender Offer Memorandum, tenders thereof will be accepted on a pro rata basis in the manner specified in the Tender Offer Memorandum.

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Payment

The Offeror will pay, on the Settlement Date, (i) the relevant Purchase Price for the relevant Notes validly tendered and accepted by it for purchase pursuant to the Offers; and (ii) Accrued Interest in respect of the Notes validly tendered and accepted for purchase pursuant to the Offers.

Allocation Identifier Codes and Allocation of the New Notes

The Offers are being made in connection with a concurrent offering of the New Notes.

Noteholders who wish to tender their Notes for cash and also subscribe for the New Notes should quote the Allocation Identifier Code, which can be obtained by contacting the Dealer Managers before the Expiration Deadline, in their Tender Instructions.

The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Offers is not an allocation of the New Notes.

The Issuer will review the Tender Instructions and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of the New Notes. However, the Issuer is not obliged to allocate the New Notes to Noteholders in the same principal amount as the principal amount of the Notes validly tendered or at all and any cash amount received by a Noteholder for the purchase of the Notes by the Offeror pursuant to the Offers may be more or less than the aggregate principal amount of the New Notes such Noteholders may be allocated, if any.

In order to apply for the purchase of the New Notes, such Noteholder must make a separate application to any of the joint book-running managers for the New Notes. Any allocations of the New Notes, while being considered by the Issuer as set out above, will be made in accordance with customary new issue allocation processes and procedures.

The ability to purchase the New Notes and the effectiveness of the use of Allocation Identifier Codes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Information Memorandum).

Indicative Timetable for the Offers

The expected timetable of events will be as follows:

Date and Time

Action

28 September 2021

Commencement of the Offers

Offers announced by way of announcements on the relevant

Notifying News Service(s), through the Clearing Systems, DTC

and via the website of the London Stock Exchange.

Tender Offer Memorandum is available from the Offer Website

run by the Information and Tender Agent: https://deals.lucid-

is.com/polyus.

5 October 2021 at

Expiration Deadline

17:00 hours London time

Deadline for receipt by the Information and Tender Agent of all

valid Tender Instructions in order for Noteholders to be able to

participate in the Offers. Deadline for the tendering Noteholders

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As soon as reasonably practicable after the Expiration Deadline

As soon as reasonably practicable after the pricing of the New Notes

On or about 19 October 2021

General

to obtain an Allocation Identifier Code (as defined below) from the Dealer Managers.

Announcement of Indicative Results

The Offeror will announce indicative results of the Offers, including the amount of Notes tendered, expected amount of Notes to be accepted in the Offers, expected values of each Series Acceptance Amount and expected values of each Series Scaling Factor (if applicable).

Announcement of Acceptance and Results

The Offeror will announce whether the Transaction Conditions (including the Financing Condition) are expected to be satisfied and, if so, the announcement by the Offeror of:

  1. whether the Offeror will accept valid tenders of the Notes pursuant to each Offer;
  2. each Series Acceptance Amount;
  3. each Series Scaling Factor (if applicable);
  4. the aggregate principal amount of each Series of Notes that will remain outstanding following completion of the relevant Offer; and
  5. the confirmation of the final Settlement Date for the Offers.

Settlement Date

Subject to the satisfaction (or, if applicable, the waiver) of the Transaction Conditions (including the Financing Condition), the expected Settlement Date for the Offers.

The complete terms and conditions of the Offers are set forth in the Tender Offer Memorandum, which will be sent to Noteholders at their request. Noteholders are urged to read the Tender Offer Memorandum carefully.

The Offeror and JSC Polyus have retained Bank GPB International S.A., J.P. Morgan Securities plc, Renaissance Securities (Cyprus) Limited, Sberbank CIB (UK) Limited and VTB Capital plc to act as Dealer Managers for the Offers.

Operational Procedure Description

In order to participate in the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent prior to 17:00 hours, London time, on 5 October 2021. Tender Instructions must be submitted electronically in accordance with the procedures of the relevant Clearing System, and shall be irrevocable, according to the terms and conditions, contained in the Tender Offer Memorandum.

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If you need further information about the Offers, please contact the Dealer Managers or the Information and Tender Agent.

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

+7 (495) 641 33 77

drozdovvi@polyus.com

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

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Polyus Gold International Limited published this content on 28 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2021 15:21:05 UTC.