IMPORTANT NOTICE

 

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing the Tender Offer Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Joint Stock Company Polyus Krasnoyarsk (“JSC Polyus”),  Public Joint Stock Company Polyus (“PJSC Polyus” and, together with JSC Polyus, the “Guarantors”), Polyus Finance Plc (the “Offeror”), J.P. Morgan Securities plc (the “Dealer Manager”) or D.F. King Ltd. (the “Information and Tender Agent”) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.

THE TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE APPLICABLE SECURITIES LAWS.

Confirmation of your representation: In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Offers (as defined below), you must be able to participate lawfully in the invitations by the Offeror to holders of the Notes (as defined below) described on the cover of the Tender Offer Memorandum to tender their Notes for purchase by the Offeror for cash (the “Offers”) on the terms and subject to the conditions set out in the Tender Offer Memorandum, including the Offer and Distribution Restrictions set out on pages 11 to 12 of the Tender Offer Memorandum. The Tender Offer Memorandum was sent at your request and by accessing the Tender Offer Memorandum you shall be deemed to have represented to the Offeror, the Guarantors, the Dealer Manager and the Information and Tender Agent that:

  1. you are a holder or a beneficial owner of any of:
    • U.S.$750,000,000 5.625 per cent. Guaranteed Notes due 2020 (Regulation S ISIN: XS0922301717 / Rule 144A ISIN: US73180YAA29) issued by the Offeror and unconditionally and irrevocably guaranteed by the Guarantors (the “2020 Notes”);
    • U.S.$500,000,000 4.699 per cent Guaranteed Notes due 2022 (Regulation S ISIN: XS1405766384 / Rule 144A ISIN: US73180YAB02) issued by the Offeror and unconditionally and irrevocably guaranteed by the Guarantors (the “2022 Notes”);
    • U.S.$800,000,000 5.250 per cent Guaranteed Notes due 2023 (Regulation S ISIN: XS1533922933 / Rule 144A ISIN: US73180YAC84) (the “2023 Notes”) issued by the Offeror and unconditionally and irrevocably guaranteed by the Guarantors; or
    • U.S.$500,000,000 4.70 per cent Guaranteed Notes due 2024 (Regulation S ISIN: XS1713474325 / Rule 144A ISIN: US73181LAA98) (the “2024 Notes” and together with the 2020 Notes, the 2022 Notes and the 2023 Notes, the “Notes”) issued by the Offeror and unconditionally and irrevocably guaranteed by the Guarantors;
  2. you are a person to whom it is lawful to send the Tender Offer Memorandum or to make an invitation pursuant to the Offers under all applicable laws, including the Offer and Distribution Restrictions referred to above;
  3. you are not a Sanctions Restricted Person (as defined in the Tender Offer Memorandum); and
  4. you consent to delivery of the Tender Offer Memorandum to you by electronic transmission.

The Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Offeror, the Guarantors, the Dealer Manager, the Information and Tender Agent, or any person who controls, or any director, officer, employee, agent or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes, you should notify the Information and Tender Agent immediately.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful.

Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and any of the Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.