Director/PDMR Shareholding

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'S REGISTERED OFFICE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ADVERTISEMENT OF ANY

SECURITIES IN THE RUSSIAN FEDERATION.

18 March 2015

Petropavlovsk PLC

Notification of Transactions of Directors, Persons Discharging Managerial Responsibility ("PDMR") or Connected Persons

Petropavlovsk PLC (the "Company" and, together with its subsidiaries, the "Group") announces that the following directors and/or their connected persons have notified the Company that they have taken up, to the extent set out below, their entitlement to acquire New Ordinary Shares under the Rights Issue approved by Shareholders on 26 February 2015. Under the Rights Issue, Qualifying Shareholders had the right to acquire 157 New Ordinary Shares for every 10 Existing Ordinary Shares held at the close of business on 24 February 2015 at a price of 5p per Ordinary Share.

In each case the issue date of New Ordinary Shares subscribed pursuant to the Rights Issue was 16 March 2015 and the subscription price was 5p per share.

The Company has also today been notified of the interests summarised in Note (1) below, which were allotted on 18 March 2015.

Notes:

(1) Under the Founders Arrangements described in the Prospectus, Vailaski Holdings Limited will be subscribing for 395,491,398 New Ordinary Shares pursuant to the underwriting arrangements. Each of Mr Hambro and Dr Maslovskiy will have call and voting rights and will be subject to put rights in respect of one third of these Shares. These additional New Ordinary Shares are all being issued at 5p per share.

(2) The percentage of voting rights is determined using 3,278,187,139 voting rights as at 18 March 2015.

This announcement is made in accordance with DTR 3.1.4R and relates to transactions notified to the Company in accordance with DTR 3.1.2R.

In addition the Company has been advised by the Employee Benefit Trust that it sold 18,852,116 nil-paid rights in order to subscribe for 226,225 new Ordinary Shares. The Employee Benefit Trust has an interest in 1,441,406 ordinary shares representing 0.044% of the enlarged voting rights.

Capitalised terms not otherwise defined in this announcement have the meanings given to them in Part 14 of the combined prospectus and circular dated 2 February 2015 issued by the Company (the "Prospectus").

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

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]

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.

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