11.06.2015

Polyus Gold International Limited

Consent Solicitation Results Announcement

Polyus Gold International Limited (LSE and MOEX - PGIL) ("PGIL" or the "Issuer"), the largest gold producer in Russia, formally announces today that it has successfully concluded its consent solicitation ("Consent Solicitation") with respect to its U.S.$750,000,000 5.625 per cent. notes due 2020 ("Notes") (of which U.S.$750,000,000 is currently outstanding) (Regulation S Global Note ISIN: XS0922301717; Regulation S Global Note Common Code: 092230171; Rule 144A Global Note ISIN: US73180YAA29; Rule 144A Global Note Common Code: 092311686; Rule 144A Global Note CUSIP: 73180Y AA2).

The Issuer launched the consent solicitation (the "Consent Solicitation") on 18 May 2015 to make certain modifications to the terms and conditions of the Notes (the "Proposal") as was set out in a consent solicitation memorandum dated 18 May 2015 (the "Consent Solicitation Memorandum").

At a duly convened and quorate meeting on 10 June 2015, the extraordinary resolution proposed at the meeting, adopting the Proposal, was duly passed.

The Issuer was seeking to amend:

• Condition 4.3 (Merger and Consolidation) to provide the flexibility for a potential Group restructuring involving a change in the issuer of the Notes and/or a change in the parent company of the Group, and
  Condition 4.2 (Limitation on indebtedness) to amend the Group Leverage Ratio such that it is calculated by reference to the Group Net Indebtedness.

• With respect to the consent solicitation, J.P. Morgan Securities plc and CJSC Sberbank CIB have acted as Solicitation Agents and D.F. King has acted as the Information and Tabulation Agent.

  Link to full announcement

  Enquiries:

  Investor contact

  Sergey Krivokhizhin, Director Investor Relations
  +44 (0) 203 713 42 90 [email protected]

  Media contact

  Artem Gorbachev, Press Secretary
  +44 (0) 203 713 42 90 [email protected]

  This release must be read in conjunction with the Consent Solicitation Memorandum. All capitalised but undefined terms used in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum. The distribution of the Consent Solicitation Memorandum and this release in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Guarantor, the J.P. Morgan Securities plc, CJSC Sberbank CIB and D.F. King to inform themselves about, and to observe, any such restrictions. In accordance with normal practice, BNY Mellon Corporate Trustee Services Limited as trustee for the Noteholders (the "Trustee"), J.P. Morgan Securities plc, CJSC Sberbank CIB and D.F. King express no views or opinion on the merits or otherwise of the Consent Solicitation, the Proposals, the Invitation or the Extraordinary Resolution. The Trustee has authorised it to be stated that it has no objections to the Extraordinary Resolution being submitted to Noteholders for their consideration. The Trustee has not been involved in negotiating or formulating the terms of the Consent Solicitation, the Proposals or the Extraordinary Resolution. Neither the Trustee nor J.P. Morgan Securities plc nor CJSC Sberbank CIB nor D.F. King make(s) any representation that all relevant information has been disclosed to the Noteholders in, or pursuant to, the Consent Solicitation Memorandum and/or the Notice of Meeting, nor do they accept any responsibility for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum, the Notice of Meeting or any other document prepared in connection with the Consent Solicitation or any omissions therefrom. The Noteholders should seek their own independent financial, legal and tax advice on the merits and on the consequences of the Consent Solicitation, the Proposals, the Invitation or the Extraordinary Resolution. This document does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or exchange or subscribe for, any securities of the Issuer, the Guarantor or any other entity. This document does not constitute a solicitation in any circumstances in which such solicitation is unlawful. POLYUS GOLD INTERNATIONAL LIMITED is a company incorporated with limited liability under the laws of Jersey whose registered office is at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES. This release may contain "forward-looking statements" concerning PGIL. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of PGIL's operations. Many of these risks and uncertainties relate to factors that are beyond PGIL's ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as at the date of this release. PGIL assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.