Update on the potential modification of its asset holding structure

19 July 2022

Polymetal International plc (Polymetal or the Company) reports on progress in its efforts to de-risk on-going operations.

As announced earlier this year, the Company has been considering a potential modification of its asset holding structure which would ensure distinct ownership in the various jurisdictions in which the Company operates. The Company today announces that it is evaluating the potential disposal of the Company’s assets located in the Russian Federation (the Russian Assets) (the Potential Transaction).

If completed, the Potential Transaction would result in the Company focusing primarily on its operations in Kazakhstan, which currently produce over 500 Koz of gold per year, with revenue in 2021 of US$ 984 million.

The primary objective of the Potential Transaction is to restore shareholder value by seeking to allow the market to appropriately value the Company’s Kazakhstani assets and de-risk its ongoing operations. The Company believes that the Potential Transaction would also increase the likelihood of the Company’s ability to re-enter all the relevant equity and sustainability indices and regain a significantly wider institutional audience. However, the evaluation of the Potential Transaction is ongoing and there can be no certainty that the Company will proceed with the Potential Transaction.

In order to evaluate the Potential Transaction, a Special Committee of the Board (the Committee) has been set up in accordance with the Company’s Articles of Association, comprising the Independent Non-Executive Directors of the Company. The Committee will review the Potential Transaction, acting at all times in the best interests of the Company, its shareholders and other stakeholders.

Appropriate advisers have been appointed in order to assist in respect of the Potential Transaction.

“The Committee is acting in the interests of all of the Company’s shareholders with the ultimate goal of unlocking the Company’s value by removing its exposure to the Russian Assets.

Our plan has evolved since the Company announced the genesis of these actions almost four months ago, and I am pleased with the good progress so far. While we are dealing with several legal and regulatory aspects across jurisdictional boundaries, our aim is to apply best corporate governance standards and achieve the best outcome for all stakeholders”, said Paul J. Ostling, Independent Non-Executive Director and Chair of the Committee.

The Company confirms that the Potential Transaction will be compliant with all applicable international sanctions and regulatory requirements, including shareholder approval.

A further announcement will be made as appropriate.

The person responsible for the announcement is Tania Tchedaeva, Company Secretary.

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