Polimetal OAO : Notice of a material fact

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, ITALY AND JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE REGISTRATION THEREOF

Notice of a material fact

Saint-Petersburg, Russia, November 3, 2011 - JSC "Polymetal" (LSE, MICEX, RTS: PMTL) ("Polymetal" or the "Company") announces that Polymetal International plc, a company incorporated in Jersey, Channel Islands ("Polymetal International") and PMTL Holding Limited ("PMTL"), a wholly owned subsidiary of Polymetal International, have made announcements, according to which:

On 2 November 2011, Polymetal International's entire issued share capital has been admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). The Admission satisfies the final condition of the exchange offer (called the "Institutional Share Swap Facility" or "ISSF"), announced and made by PMTL on 30 September 2011 in relation to ordinary shares and global depositary receipts of Polymetal which closed for acceptances on 26 October 2011.

As a result of satisfaction (or waiver) of all remaining conditions, the ISSF is wholly unconditional as of 2 November. The ISSF settlement has taken place and ordinary shares of Polymetal International are being delivered to eligible persons who have validly accepted the ISSF.

The ISSF has been made to existing holders of Company Shares and/or GDRs outside of the Russian Federation, Australia, Canada, Italy and Japan who, under the laws of their jurisdictions, are permitted to participate in the ISSF in accordance with applicable laws and the terms of the Institutional Share Swap Facility, and to certain existing holders of Company Shares and/or GDRs inside the Russian Federation that are "qualified investors" under Article 51.2 of the Russian Federal Law No. 39-FZ dated 22 April 1996 "On Securities Market", as amended, or are otherwise permitted to receive foreign securities under Russian law.