Polymetal: Clarification to the expected timetable of the Re-domiciliation

Polymetal International plc

Clarification to the expected timetable of the Re-domiciliation

Polymetal International plc (the “Company”) wishes to provide clarification to the current expected timetable in connection with the re-domiciliation to the Astana International Financial Centre (“AIFC”) in Kazakhstan (the “Re-domiciliation”).

Clarification to the expected timetable of the Re-domiciliation

On 29 June 2023, the Company acknowledged that it will not meet the initial scheduled timetable of the Re-domiciliation, as a result of delays in the anticipated processes on which the Re-domiciliation is contingent.

Consequently, and on the basis that the Re-domiciliation may only occur after the conclusion of the Company’s 2023 Annual General Meeting (“AGM”) which is scheduled to be held on 25 July 2023, the Company can confirm that:

• the Re-domiciliation will not occur prior to the week commencing 31 July 2023;
• there is no scheduled date for the suspension of listing or trading of the Company’s shares;
• the Company’s shares continue to be traded on the London Stock Exchange and will continue until further announcement; and
• any further announcement will not contemplate a suspension prior to the week commencing 31 July 2023.

Despite the delays to the timetable, the Company can confirm that:

• The Re-domiciliation has been approved by Shareholders at the General Meeting on 30 May 2023;
• No objections have been received, either from creditors or shareholders who did not vote in favour of the Re-domiciliation, within the prescribed notice period under Jersey law; and
• The Company and its advisers have engaged in collaborative dialogue with the relevant regulatory authorities and is of the view that continuing good progress has been made with both the AFSA Registrar and the JFSC with respect to receiving their required consent for the Re-domiciliation.

The Company and the Board remain fully committed to pursuing the Re-Domiciliation for the reasons set out in the circular published by the Company on 10 May 2023 (the “Re-domiciliation Circular”).

The Company and its advisers continue to engage with the relevant regulatory authorities and are hopeful that the relevant approvals will be received in due course.

The Company will notify Shareholders by an announcement through a Regulatory Information Service when it has further certainty on the timing of which the Re-domiciliation will occur.

Further details of the Re-domiciliation can be found in the Re-domiciliation Circular and in the FAQs, both of which can be found at: https://www.polymetalinternational.com/en/re-domiciliation-agm/. The updated FAQs reflecting the latest status of the Re-domiciliation will soon become available on the Company’s website.

For the avoidance of doubt, the Company reminds Shareholders that, as clearly stated in the Re-domiciliation Circular, the Re-domiciliation is subject to the satisfaction of certain conditions and will proceed provided the Board can be assured at all times of continuing compliance with all applicable sanctions. The Company and the Board continues to work with their legal advisers in order to be able to give that assurance. Subject to continuing sanctions compliance and satisfaction of the remaining conditions, the Re-domiciliation is expected to proceed as set out in the Re-domiciliation Circular, save for the update to the timetable as outlined above.

Update on progress of the London De-Listing

The Company also wishes to provide an update that progress has been made in relation to the London De-Listing.

As set out in the Re-domiciliation Circular, the Company will, as soon as practicable, publish a shareholder circular and seek shareholder approval for the London De-listing.

Notwithstanding this progress, and for the reasons set out in the Re-domiciliation Circular, the Board continues to be of the view that the Re-domiciliation is critical to preserve shareholder value and must be implemented as a first step, as soon as possible, even absent the contemporaneous approval of Shareholders for the London De-listing.

The Company confirms that any London De-Listing will be subject to shareholder approval and will take effect no less than 20 Business Days following the passing of the relevant resolution by shareholders at a General Meeting.

Further announcements will be made as and when necessary.

Unless otherwise defined herein, defined terms have the same meaning as defined in the Re-domiciliation Circular, as appropriate.

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.