PJSC "ALROSA" ANNOUNCES CONSENT SOLICITATION IN RESPECT OF OUTSTANDING US$500,000,000 3.1% GUARANTEED NOTES DUE 2027

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

PJSC "ALROSA" (MOEX: ALRS) ("Company") announces a consent solicitation process ("Consent Solicitation") for outstanding notes: US$500,000,000 3.1% notes due 2027 (ISIN XS2010030919 (Reg S); US02109TAE29 (144A)) (“Notes”) issued by Alrosa Finance S.A. (“Issuer”) and guaranteed by the Company.

The EU, UK and U.S. sanctions imposed on the Company and the consecutive restrictive measures have affected servicing the Notes in the manner prescribed by their terms and conditions. In particular, amongst other things, no payments can be processed by the Issuer or the Company as guarantor under the Notes to the holders of the Notes ("Noteholders") through the paying agent, the clearing systems or any other entities responsible for processing these payments in the manner contemplated by the terms and conditions of the Notes and other related documents. In the Consent Solicitation the Company seeks the consent of the Noteholders to adopt a package of decisions, including the introduction of alternative payment arrangements designed to resume payments under the Notes. 

The Consent Solicitation: Key Terms

1.             The conditions are set forth in the notice of a noteholders meeting dated 28 May 2024 ("Notice").

2.             Only Noteholders who hold the Notes as of 10 June 2024 ("Record Date") are eligible to participate in the Consent Solicitation.

3.             Unless the Notice has already been provided, to receive the Notice, Noteholders should contact us via our legal counsel – Denuo at the email address consent_solicitation@denuolegal.com and provide the following documents and data:

(a)         the Noteholder's name;

(b)         the aggregate principal amount of the Notes held;

(c)         the identity of depository, broker or other financial institution (as the case may be) where the Notes are kept; and

(d)         the proof of holding as at the Record Date.

Acceptable form of proof of holding: a statement or extract from the Noteholder’s securities (depo) account confirming:

(i)           the full name or company name and registration number of the Noteholder;

(ii)            the amount of the Notes (specifying their ISIN number) held by the Noteholder; and

(iii)       the chain of depositories through which the Notes are kept (e.g. (1) the Euroclear or Clearstream or DTC; (2) full company name, registration number and the account of the depository and (if applicable) each sub-depository; and (3) the name and account of the Noteholder;

4.             The Notice will be circulated to the Noteholders, along with a brief description of the steps required to participate in the Consent Solicitation.

5.             Each of the eligible Noteholders can participate in the Consent Solicitation either in person or by completing the voting form, as described in more details in the Notice.

6.             No consent fee shall be payable with respect to the Consent Solicitation.

Timetable

·         Commencement of the Consent Solicitation – 28 May 2024.

·         Record Date – 10 June 2024.

·         Deadline for submission of a voting form or notification of the attendance – 18 June 2024 at 12.00 pm (noon) (Moscow time).

·         Meeting of the Noteholders – 19 June 2024 at 10.00 am (Moscow time).

The Company confirms that it is in possession of sufficient financial resources to service the Notes.

Consent Solicitation related inquiries (external legal counsel Denuo): consent_solicitation@denuolegal.com

Alrosa Press Office: info@alrosa.ru