Results of the first tranche of the Exchange Offer

12 December 2022

Further to the Exchange Offer announced on 22 September 2022 and as approved by Shareholders at the General Meeting on 12 October 2022, the Board of Polymetal International plc (“Polymetal” or the “Company”) are pleased to announce that a total of 39,070,838 Ordinary Shares, have been repurchased by the Company under the first tranche of the Exchange Offer on 9 December 2022 (the “First Exchanged Shares”).

The First Exchanged Shares have been repurchased under the terms of the Exchange Offer as set out in the shareholder circular published by the Company on 22 September 2022 (the “Circular”). The First Exchanged Shares have been repurchased in consideration for the issuance of Certificated Shares, on a one-for-one basis (the “First Certificated Shares”). The First Certificated Shares will enjoy the same rights and ISIN as, and be fungible with, the Ordinary Shares in all respects.

Following the repurchase of the First Exchanged Shares and the issuance of the corresponding First Certificated Shares, the total number of voting rights in the Company remains unchanged and is 473,626,239 Ordinary Shares of no par value, each carrying one vote. The Company holds 39,070,838 Ordinary Shares in treasury, which do not enjoy any voting or economic rights. Polymetal intends to cancel these shares. However, such a cancellation is contingent upon the relaxation of the restrictions on NSD and until such time that the restrictions are relaxed, the First Exchanged Shares will be held in treasury by the Company and will not be available for re-issue.

The above figure of 473,626,239 Ordinary Shares may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Polymetal under the FCA’s Disclosure Guidance and Transparency Rules.

The Company announced the extension to the settlement period in connection with the Exchange Offer on 8 December 2022. Any further repurchases of Ordinary Shares under the Exchange Offer will be notified to Shareholders by an announcement through a Regulatory Information Service.

Unless otherwise defined herein, defined terms have the same meaning as those attributed to them in the Circular.

A copy of this announcement and further details of the Exchange Offer are available at the Company’s website:

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