POG.L Regulatory News (POG)

4th April 2012

Directors' Dealings

Petropavlovsk PLC (the Company) hereby announces that it has been notified today by the Chairman of the Company, Peter Hambro, of the information set out below.

Financing transaction with J.P.Morgan Securities Limited (JPM)

Peter Hambro Limited (PHL), a company associated with Mr. Hambro, has yesterday extended by one year to April 2013 the term of its prepaid equity derivative financing transaction with JPM. The number of Petropavlovsk PLC ordinary shares of £0.01 (the Shares) covered by the transaction has at the same time been increased by 233,800 Shares to 2,233,800 Shares. The 233,800 Share increase reflects the lower price of the underlying Shares compared to last year. The transaction will be physically settled except in certain circumstances where PHL has the right to, and does, elect for cash settlement. The net effect of this transaction is that JPM has been a buyer of 180,000 Shares in order to restructure its delta position.

PHL also agreed to extend its stocklending arrangements with JPM by one year to April 2013, and to increase by 233,800 Shares to 2,233,800 the number of Shares subject to those arrangements. The same number of Shares will be redelivered to PHL by JPM at maturity of the transaction if the equity derivative referred to above is cash settled, but if it is physically settled this redelivery obligation will be set off against the physical settlement obligation under the equity derivative.

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