NORNICKEL PROVIDES UPDATE ON NOTEHOLDERS CONSENT SOLICITATION

PRESS RELEASE

NORNICKEL PROVIDES UPDATE ON NOTEHOLDERS CONSENT SOLICITATION
 

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

September 2, 2022 PJSC MMC Norilsk Nickel (Norilsk Nickel or the Borrower) has announced the results of the separate meetings (the Original Meetings) of the holders of the USD 1,000,000,000 6.625% Loan Participation Notes due 2022 (the 2022 Notes), USD 1,000,000,000 4.10% Loan Participation Notes due 2023 (the 2023 Notes), USD 750,000,000 3.375% Loan Participation Notes due 2024 (the 2024 Notes), USD 500,000,000 2.55% Loan Participation Notes due 2025 (the 2025 Notes) and USD 500,000,000 2.80% Loan Participation Notes due 2026 (the 2026 Notes) (together the Notes and each series of Notes a Series), each Series issued by MMC Finance Designated Activity Company for the sole purpose of financing a loan to the Borrower.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Consent Solicitation Memorandum dated 10 August 2022 in relation to the Notes (the Memorandum).

Results of the Meetings

As a result of the passing an Extraordinary Resolution One by holders of the 2022 Notes, the 2023 Notes, the 2024 Notes and the 2026 Notes, i2 Capital Trust Corporation Ltd has been appointed as new trustee of the Trust Deed in respect of each such Series. As a result of the passing an Extraordinary Resolution Two by holders of the 2022 Notes, the 2023 Notes, the 2024 Notes and the 2026 Notes, the Amendment Documents relating to each such Series have been executed and the relevant modifications to the Trust Deeds and the Loan Agreements of each such Series have become effective.

Adjourned Meeting in respect of 2025 Notes

Norilsk Nickel has published today a Notice of adjourned meeting in respect of the 2025 Notes.

Holders of the 2025 Notes should note that Voting Instructions given (unless validly revoked, in the limited circumstances where such revocation is permitted) for the Original Meeting of holders of the 2025 Notes shall remain valid for the adjourned meeting.

Indicative Timing for the 2025 Notes Adjourned Meeting

• Voting Deadline  14 September 2022 (4:00 p.m. London time).
• Adjourned meeting  16 September 2022 (10.00 a.m. London time).
• Announcement of the results  as soon as reasonably practicable after the adjourned meeting and, if applicable, satisfaction (or not) of the Consent Conditions.

Consent Solicitation General Terms and Conditions

• Detailed terms and conditions are set out in the Memorandum.
• A copy of the Memorandum and all announcements, notices and press releases related to the Consent Solicitation are available to holders of the Notes at the Consent Solicitation Website upon registration: https://i2capmark.com/event-details/70/Holder/mmc-norilsknickel.
• Holders of the 2025 Notes can participate in the Consent Solicitation in respect of the 2025 Notes only by delivery of a Voting Instruction to the Information and Tabulation Agent.
• Only Noteholders that were direct or beneficial owners of the 2025 Notes as of the Record Date can submit a Voting Instruction.
• No consent fee is payable with respect to the Consent Solicitation.

In case of any questions and for any further information Noteholders should contact the Information and Tabulation Agent:

Information and Tabulation Agent

i2 Capital Markets Ltd.

128 City Road

London EC1V 2NX

United Kingdom

Email: nornickel@i2capmark.com

Phone: +44 20 3633 1212

Questions and requests may also be directed to the Investor Relations Department of PJSC MMC Norilsk Nickel:

Investor Relations Department

PJSC MMC Norilsk Nickel

Investor Relations

15, 1st Krasnogvardeysky Drive, Moscow, 123100, Russia

Email: Eurobond@nornik.ru

Phone: +7 (495) 786 83 20

ABOUT THE COMPANY

MMC Norilsk Nickel is a diversified mining and metallurgical company, the worlds largest producer of palladium and high-grade nickel and a major producer of platinum and copper. The company also produces cobalt, rhodium, silver, gold, iridium, ruthenium, selenium, tellurium and other products.

The production units of Norilsk Nickel Group are located at the Norilsk Industrial District, on the Kola Peninsula and Zabaykalsky Krai in Russia as well as in Finland.

MMC Norilsk Nickel shares are listed on the Moscow and on the Saint-Petersburg Stock Exchanges, ADRs are accepted for trading on the Saint-Petersburg Stock Exchange.