Polymetal International plc — Proxy Solicitation & Information Statement 2020

Mar 23, 2020

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chair of Polymetal International plc invites you to attend the Annual General Meeting of the Company to be held at Berkeley Square House, Berkeley Square, London W1J 6BD, UK on 27 April 2020 at 11.00 am (BST).

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 27 April 2020

Cast your Proxy onlineIt's fast, easy and secure! www.investorcentre.co.uk/eproxy	916405 Control Number: SRN:
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.	PIN:
View the Annual Report online: https://www.polymetalinternational.com/en/investors-and-media/ shareholder-centre/general-meetings/
Register at www.investorcentre.co.uk/je - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 April 2020 at 11.00 am (BST).

Explanatory Notes:

.

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes)
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. This proxy form must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the proxy form must be executed under its common seal or signed by a duly authorised representative of the corporation, stating their capacity (e.g. director, secretary). In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding. To be valid, this proxy form (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) must be sent or

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions. ReallyReallyReallyReallyLongWord reallyLongword andmore

delivered to the Registrars, no later than 11.00am (BST) on 23 April 2020.

• 6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) by 11.00 am on 23 April 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Companies (Uncertificated Securities) (Jersey) Order 1999.
• 7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
• 8. Any alterations made to this form should be initialled.
• 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 10. For the 2020 AGM, the Company is enabling shareholders to attend and participate in the Meeting electronically, should they wish to do so. The app's user guide can be found in the Notice of Meeting, the Meeting ID (109-329-310) and unique SRN and PIN can be found on this Attendance Card.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

				Vote
	Ordinary Resolutions	For	Against Withheld
1.	To receive the Company's Annual Report and Accounts for the year ended 31 December 2019 and the related Directors' report and Auditor's report.
2.	To receive and approve the Directors' remuneration report (excluding the Directors' remuneration policy) set out on pages 133 to 141 of the Annual Report and Accounts for the financial year ended 31 December 2019.
3.	To receive and approve the Directors' Remuneration Policy set out on pages 125-132 of the Annual Report and Accounts for the financial year ended 31 December 2019, such policy to take effect from the date of its adoption.
4.	To declare a final dividend of US\$0.42 per ordinary share for the financial year ended 31 December 2019.
5.	To elect Ms Italia Boninelli as a Director of the Company.
6.	To elect Mr Victor Flores as a Director of the Company.
7.	To elect Ms Andrea Abt as a Director of the Company.
8.	To re-elect Mr Ian Cockerill as a Director of the Company.
9.	To re-elect Mr Vitaly Nesis as a Director of the Company.
10.	To re-elect Mr Konstantin Yanakov as a Director of the Company.
11.	To re-elect Ms Tracey Kerr as a Director of the Company.
12.	To re-elect Mr Giacomo Baizini as a Director of the Company.
13.	To re-elect Mr M L S De Sousa-Oliveira as a Director of the Company.
14.	To re-appoint Deloitte LLP as the Company's Auditors until the conclusion of the next AGM of the Company.
15.	To authorise the Directors to agree the remuneration of the Auditors.
16.	Authority to allot shares.
	Special Resolutions
17.	Disapplication of pre-emption rights.
18.	Disapplication of pre-emption rights for an additional five per cent.
19.	Market purchases.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with Article 93 of the Companies (Jersey) Law 1991) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Polymetal International plc to be held at Berkeley Square House, Berkeley Square, London W1J 6BD, UK on 27 April 2020 at 11.00 am (BST) and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote			Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive the Company's Annual Report and Accounts for the year ended 31 December 2019 and the related Directors' report and Auditor's report.				11.	To re-elect Ms Tracey Kerr as a Director of the Company.
2.	To receive and approve the Directors' remuneration report (excluding the Directors' remuneration policy) set out on pages 133 to 141 of the Annual Report and Accounts for the financial year ended 31 December 2019.				12.	To re-elect Mr Giacomo Baizini as a Director of the Company.
3.	To receive and approve the Directors' Remuneration Policy set out on pages 125-132 of the Annual Report and Accounts for the financial year ended 31 December 2019, such policy to take effect from the date of its adoption.				13.	To re-elect Mr M L S De Sousa-Oliveira as a Director of the Company.
4.	To declare a final dividend of US\$0.42 per ordinary share for the financial year ended 31 December 2019.				14.	To re-appoint Deloitte LLP as the Company's Auditors until the conclusion of the next AGM of the Company.
5.	To elect Ms Italia Boninelli as a Director of the Company.				15.	To authorise the Directors to agree the remuneration of the Auditors.
6.	To elect Mr Victor Flores as a Director of the Company.				16.	Authority to allot shares. Special Resolutions
7.	To elect Ms Andrea Abt as a Director of the Company.				17.	Disapplication of pre-emption rights.
8.	To re-elect Mr Ian Cockerill as a Director of the Company.				18.	Disapplication of pre-emption rights for an additional five per cent.
9.	To re-elect Mr Vitaly Nesis as a Director of the Company.				19.	Market purchases.
10.	To re-elect Mr Konstantin Yanakov as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H 1 0 4 6 1 3 P O M J