POLY.L Regulatory News (POLY)

Polymetal International plc

Extension to Exchange Offer Timetable

Polymetal announces its intention to extend the period for the exchange of certain Eligible Shares in consideration for Certificated Shares as announced in the Exchange Offer on 22 September 2022. The Exchange Offer remains, amongst other considerations, subject to shareholder approval at the General Meeting which will be held at 10 am (BST) on Wednesday 12 October 2022 at etc.venues Fenchurch Street, 8 Fenchurch Pl, EC3M 4PB, London. The time and date of the General Meeting has not changed and will take place as scheduled.

Unless otherwise defined herein, defined terms have the same meaning as defined in the Circular.

Pursuant to the terms of the Exchange Offer set out in the combined shareholder circular and notice of General Meeting published by the Company on 22 September 2022 (the "Circular"), and as set out in the announcement dated the same, the Company exercises its right to extend the period for exchange under the Exchange Offer. The expected timetable for the General Meeting and Exchange Offer is updated as follows:

            2022

Exchange Offer opens 22 September

Latest time and date for receipt of proxy forms1  by 10 a.m. on 10 October

General Meeting   10 a.m. on 12 October

Announcement of results of General Meeting   12 October

Latest time and date for receipt of Tender Forms and

accompanying documentation by 4 p.m. on 3 November

Exchange Offer closes  4 p.m. on 3 November

Record Date for the Exchange Offer 5 p.m. on 3 November

Conditional notification to participating shareholders of successful tenders 4 November

Notification to participating shareholders of any other information required 10 November

Response to additional information requests of the Company by 4 p.m. on 17 November

Unconditional notification to participating shareholders of

successful tenders  10 November to 9 December

Latest time for completion of individual exchanges up to 16 December

Announcement of results of each exchange up to 19 December

 (1) CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitation of the CREST system and timings and to the relevant website at www.euroclear.com.

The above times and/or dates may be subject to further change by the Company and in the event of any such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

References to times in this announcement are to British Summer Time up to an including 29 October 2022 and, from then on, Greenwich Mean Time.

For the avoidance of doubt, the latest time and date for receipt of proxy forms and the time and date of the General Meeting has not changed. Shareholders from whom shares are exchanged are not entitled to have voted those shares on certain of the Resolutions. Specifically, it is a condition of the terms of any such exchange that a Shareholder has not voted, in connection with resolution 1 and 2 of the Resolutions, the shares which are subject to exchange.

You are therefore reminded that, if you intend to tender shares under the Exchange Offer, you are not eligible to vote such shares on certain of the Resolutions, irrespective of whether such shares have been offered for exchange prior to the time and date of the General Meeting.

No conditional notifications of successful tenders will be sent to participating shareholders unless and until all Resolutions have been passed at the General Meeting.

As a result of closing of the Exchange Offer, and posting of notifications of successful tender, to occur after the date of the General Meeting:

• the Exchange Offer will automatically lapse prior to its closing if the Resolutions are not passed;

• no Conditional Notices of Successful Tender will be posted if the Exchange Offer lapses;

• references in the Circular to a Conditional Notice of Successful Tender being subject to the approval of the Resolutions will no longer be subject thereto; and

• references to advice that you do not complete and return a Form of Proxy in respect of any Eligible Shares for which you have submitted a Tender Form (unless you have received a Notice of Unsuccessful Tender) should be considered as advice not to complete and return a Form of Proxy in respect of any Eligible Shares for which you have submitted, or intend to submit, a Tender Form.

Further details of the Exchange Offer can be found in the Circular and in the FAQs, both of which can be found at: https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/. Save for the extended period for exchange and points referred to above, no other terms of the Exchange Offer are hereby amended.

In addition, further to the announcement on 22 September 2022, the Company wishes to clarify that Euroclear UK & International Limited (the central securities depository in the UK) is the operator of CREST (the relevant system for paperless settlement of share transfers and the holding of shares in uncertificated form).

Enquiries

FORWARD-LOOKING STATEMENTS

This release may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements speak only as at the date of this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “should” or similar expressions or, in each case their negative or other variations or by discussion of strategies, plans, objectives, goals, future events or intentions. These forward-looking statements all include matters that are not historical facts. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the company’s control that could cause the actual results, performance or achievements of the company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the company’s present and future business strategies and the environment in which the company will operate in the future. Forward-looking statements are not guarantees of future performance. There are many factors that could cause the company’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements. The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.