Polymetal International plc — Proxy Solicitation & Information Statement 2023

Jun 29, 2023

All Correspondence to: Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 25 July 2023

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Invest in our environment...Register at www.investorcentre.co.uk

Register today and make a positive impact by electing for electronic communications & manage your holding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 21 July 2023 at 11.00 am.

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

ReallyReallyReallyReallyLongWord reallyLongword andmore

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 PLC accept no liability for any instruction that does not comply with these conditions.

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 delivered to the Registrars, no later than 11.00am (BST) on 21 July 2023.

Control Number: 918652

PIN: SRN:

• 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 21 July 2023. 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 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.

All Named Holders

Form of Proxy

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

			*
	I/We hereby appoint the Chairman 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 etc.venues, 8 Fenchurch Pl, London EC3M 4PB on 25 July 2023 at 11.00 am, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
							Please use a black pen. Mark with an X
	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.						inside the box as shown in this example.
		For	Against	Vote Withheld				For	Against	Vote Withheld
	Ordinary Resolutions
1.	To receive the Company's Integrated Annual Report and Accounts for the year ended 31 December 2022 and the related Directors' report and Auditor's report.				9.	To elect Ms Pascale Jeannin Perez as a Director of the Company.
2.	To receive and approve the Directors' remuneration report (excluding the Directors' remuneration policy) set out on pages 142 to 149 of the Integrated Annual Report and Accounts for the financial year ended 31 December 2022.					10. To elect Mr Richard Sharko as a Director of the Company.
3.	To receive and approve the Directors' Remuneration Policy set out on pages 135 to 141 of the Integrated Annual Report and Accounts for the financial year ended 31 December 2022, such policy to take effect from the date of its adoption.					11. To appoint AO Business Solutions and Technologies as the Company's auditors (the 'Auditors'), until the conclusion of the next AGM of the Company.
4.	To re-elect Mr Vitaly Nesis as a Director of the Company.					12. To authorise the Directors to agree the remuneration of the Auditors.
5.	To re-elect Mr Konstantin Yanakov as a Director of the Company.					13. Authority to allot shares.
6.	To re-elect Mr Evgueni Konovalenko as a Director of the Company.					Special Resolutions 14. Disapplication of pre-emption rights.
7.	To re-elect Ms Janat Berdalina as a Director of the Company.					15. Disapplication of pre-emption rights for an additional 10 per cent.
8.	To re-elect Mr Steven Dashevsky as a Director of the Company.					16. THAT, pursuant to Article 57 of the Companies (Jersey) Law 1991, the Company be and is hereby generally and unconditionally authorised to make market purchases of

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

$$\text{base} = \text{base} \times \text{base}$$

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 7 6 5 1 8 P O M J

ordinary shares of the Company.