Board Response to Further Sapinda Announcement

19 February 2015

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO SO OFFER. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED IN CONNECTION WITH THE RIGHTS ISSUE AND NOT IN RELIANCE ON ANY INFORMATION IN THIS ANNOUNCEMENT. COPIES OF THAT PROSPECTUS ARE AVAILABLE FREE OF CHARGE TO ELIGIBLE PERSONS FROM THE COMPANY'SREGISTERED OFFICE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ADVERTISEMENT OF ANY SECURITIES IN THE RUSSIAN FEDERATION.

Board Response to Further Sapinda Announcement

Following its announcement yesterday in response to the statement made by Sapinda Holdings B.V. ("Sapinda") on 17 February, the Board of Petropavlovsk notes the further announcement made yesterday by Sapinda and confirms the receipt of a letter as outlined in yesterday's announcement.

The Company is of the view that the proposal has similar flaws to that put forward by Sapinda last year, and does not take into account some of the important contractual and regulatory provisions to which the Group is subject. In addition, neither the announcement made yesterday by Sapinda, nor the letter received by the Company, provides sufficient detail to allow the Company fully to evaluate the deliverability of the proposal or the time to act upon it. Furthermore Sapinda's proposal assumes agreement with Bondholders on a transaction that is significantly different to that achieved so far.

Accordingly, the Company re-iterates that should sufficient shareholders vote against the resolutions so that they are not passed, due to the time restraints there is a very high risk that the Company would be forced into an insolvency process, such as administration or liquidation, and that shareholders would lose their entire investment in the Company.

The Board therefore urges all shareholders to vote (or procure voting in respect of their shares not registered in their own name) in favour of the resolutions to approve the Current Refinancing Plan as soon as possible.

Enquiries

Petropavlovsk PLC

Alya Samokhvalova, Group Head of External Communications,

11 Grosvenor Place, London, SW1X 7HH

T: +44 (0) 20 7201 8900 | E: [email protected]

Bank of America Merrill Lynch

Joint Project Co-Ordinator and Corporate Broker

Simon Davy, Managing Director,

2 King Edward Street, London, EC1A 1HQ

T: +44 (0) 20 7995 3759 | E: [email protected]

Maitland

Media Contact

Neil Bennett, Chief Executive Officer

Orion House, 5 Upper St Martin's Lane, London WC2H 9EA

T: +44 (0) 20 7379 5151 | E: [email protected] 

Terms defined in the Prospectus dated 2 February 2015 have the same meaning when used in this announcement.

IMPORTANT NOTICE

This announcement is for information purposes only and does not constitute an invitation or offer to buy, sell, issue, underwrite, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any Nil Paid Rights, Fully Paid Rights and New Ordinary Shares (the "Securities"), nor shall there be any sale of any Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire, exchange, transfer or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, exchange, transfer or subscribe for, any Securities in Australia, Canada, Japan, the Russian Federation (or to the benefit of a Russian person or any person in the Russian Federation or any other person, except as may be permitted by Russian law), the Republic of South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. No public offering of any Securities referred to herein is being made in Australia, Canada, Japan, the Russian Federation, the Republic of South Africa or any other jurisdiction where such a public offering would be unlawful.

This announcement is not an offer of any Securities for sale in the United States. The Securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the United States in the US Securities Act and the rules and regulations thereunder. There has not been and will not be a public offer of the Securities in the United States.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments.

The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of any Securities or possession or distribution of this announcement or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement, to the extent it constitutes an invitation or inducement to engage in investment activity for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended), is only directed at persons outside the United Kingdom and persons in the United Kingdom (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.

In addition, if and to the extent that this announcement is communicated in, or an offer of the Securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC as amended by Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement is only addressed to and directed at persons in that Member State who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (or who are persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

The past performance of the Company and its Securities is not, and should not be relied on as, a guide to the future performance of the Company and its Securities.