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Last Trade - 25/04/16

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PJSC CZP: Statement re Termination of PJSC CZP's GDR Programme

NEWS RELEASE

For Immediate Release – May 25, 2018

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If any GDR
Holder (as defined below) is in any doubt as to the contents of this notice or
the action it should take or is unsure of the impact of the matters described
herein, such GDR Holder is advised to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
stockbroker, bank manager, legal adviser, accountant or other independent
financial or legal adviser. Neither the Company nor the Depositary is
providing GDR Holders with any legal, business, tax or other advice in this
notice.

Public Joint-Stock Company Chelyabinsk Zinc Plant

(“PJSC CZP” or the “Company”)

Termination of the Company’s Global Depositary Receipts Programme (the
“GDR Programme”)

Notice is hereby given to holders (“GDR Holders”) of the global depositary
receipts issued pursuant to the Deposit Agreement (the “GDRs”), that on
25 May 2018, the Board of Directors of the Company resolved to approve,
amongst other things, the following matters:
1.
to convene the Company’s annual general shareholders meeting (the
“AGSM”) on 30 June 2018 to consider, amongst other things, the following
resolutions – on application of PJSC CZP to delist the Company’s shares
(the “Shares”) from PJSC Moscow Stock Exchange (the “Share
Delisting”), on application of PJSC CZP to the Bank of Russia to exempt the
Company from the obligation to disclose the information pursuant to the laws
of the Russian Federation on securities, and on making amendments to the
charter of PJSC CZP eliminating the indication that the Company is a public
one (the “Share Delisting Resolution”); and
2.
as a result of a significant decrease of the free float of the GDRs on the
London Stock Exchange, the Board of Directors believes that the GDR Programme
is no longer one of the Company’s business priorities. It was therefore
resolved to terminate the GDR Programme and to delist any outstanding GDRs
which are listed on Official List of the UK Listing Authority and admitted to
trading on the London Stock Exchange (the “GDR Programme Termination”).

Russian Buy-Back

If the Share Delisting Resolution is validly passed at the AGSM, shareholders
who voted against the Share Delisting Resolution, or who did not participate
in the voting, will have the right to require the Company to buy back their
Shares pursuant to Articles 75 and 76 of Russian Federal Law No. 208-FZ “On
Joint-Stock Companies” dated 26 December 1995 (the “Russian Buy-Back”).

The Board of Directors resolved at its meeting on 25 May 2018 that the Company
would buy back Shares pursuant to the Russian Buy-Back at a price equal to
Russian Roubles (“RUB”) 633,14 (six hundred thirty three Russian Roubles
fourteen kopecks) per Share (as further described in the Company’s separate
announcement published today).

Process of the GDR Programme Termination

In connection with the GDR Programme Termination, the Company has given notice
to the Depositary and the Custodian to terminate the GDR Programme in
accordance with the terms of the Deposit Agreement. Accordingly, the GDR
Programme will terminate with effect from 23 August 2018 (the “GDR Programme
Termination Date”).

In accordance with Listing Rule 5.2.8R, the Company will notify the UKLA and
the London Stock Exchange of the GDR Programme Termination such that the
listing and admission to trading of any outstanding GDRs will terminate on the
GDR Programme Termination Date.

Options available to GDR Holders

In connection with the GDR Programme Termination, the following options are
available to GDR Holders:
1. Withdraw Shares before the Record Date: The Board of Directors has
determined that 6 June 2018 will be the record date (the “Record Date”)
for preparing the list of shareholders entitled to participate in the AGSM.
Any GDR Holder may contact the Depositary with a request to withdraw the
Shares underlying its GDRs from the Facility in accordance with Clause 3 of
the Deposit Agreement and Condition 1 of the GDRs in order to be registered as
a shareholder in the Company’s register of shareholders as of the Record
Date. Such GDR Holders (who, by virtue of the withdrawal of Shares, will
become shareholders in the Company) will thereby become entitled (subject to
customary procedural considerations applicable to shareholder voting
generally) to vote at the AGSM as shareholders; accordingly, any such persons
who voted against the Share Delisting Resolution, or who did not participate
in the voting, will be able to require the buy-back of their Shares by the
Company pursuant to the Russian Buy-Back. The Company will notify the
shareholders of the procedures to enable them to participate in the Russian
Buy-Back in accordance with the requirements of Russian law. Any GDR Holder
which withdraws the Shares underlying its GDRs from the Facility will be
required to pay the costs, fees, expenses and other amounts payable upon
withdrawal of Deposited Property pursuant to the Deposit Agreement (other than
USD 0.05 in respect of each GDR payable pursuant to Clause 10.1.1(a) of the
Deposit Agreement the payment of which will be procured by the Company).
2. Withdraw Shares after the Record Date and remain a Shareholder: GDR Holders
who elect to withdraw the Shares underlying their GDRs from the Facility, such
that they are registered as a shareholder after the Record Date, will not be
entitled to participate in the Russian Buy-Back. Any such GDR Holder would
remain as a shareholder in the Company and, provided that the Share Delisting
Resolution is validly passed at the AGSM and the Moscow Stock Exchange
approves the Company’s application to delist its Shares, will hold unlisted
shares in the Company. Any GDR Holder which withdraws the Shares underlying
its GDRs from the Facility will be required to pay the costs, fees, expenses
and other amounts payable upon withdrawal of Deposited Property pursuant to
the Deposit Agreement (other than USD 0.05 in respect of each GDR payable
pursuant to Clause 10.1.1(a) of the Deposit Agreement the payment of which
will be procured by the Company).
3. Remain as a GDR Holder: GDR Holders who do not withdraw the Shares
underlying their GDRs from the Facility in the manner described above, will
remain as GDR Holders until the GDR Programme Termination Date. The Deposit
Agreement provides that, on the termination of the Facility, the Depositary
shall procure the sale of all Shares then represented by GDRs and shall be
required to deliver the net sale proceeds (after conversion into US dollars as
described below) to the GDR Holders. For the purposes thereof, an affiliate of
the Company (the “Purchaser”) intends to purchase from the Depositary all
Shares represented by any GDRs which remain outstanding as at the GDR
Programme Termination Date. The intended repurchase price in RUB would be
equal to that offered by the Company pursuant to the Russian Buy-Back (please
see the section “Russian Buy-Back” above for further details). The
repurchase price would be paid to the Depositary in U.S. dollars at a rate
selected by the Purchaser, that rate being the official USD/RUB rate set by
the Central Bank of the Russian Federation for the date of payment (or, if no
such rate is set for that date, for the preceding date for which such rate is
set) and distributed by the Depositary to GDR Holders pro rata to the number
of GDRs held by them on the GDR Programme Termination Date. The Purchaser
would also pay the Depositary (or procure the payment on its behalf of) an
amount equal to USD 0.05 in respect of each GDR which remains outstanding as
at the GDR Programme Termination Date in respect of amounts otherwise payable
by GDR Holders pursuant to Clause 10.1.1(a) of the Deposit Agreement.
Expected Timetable of Principal Events

 Notice of the GDR Programme Termination                                                                                                       25 May 2018                          
 Record Date for voting at the AGSM 1                                                                                                          6 June 2018                          
 AGSM                                                                                                                                          10:00 a.m. (GMT+5) on 30 June 2018   
 Submission of buy-back applications by the shareholders in the course of the Russian Buy-Back                                                 1 July 2018 to 14 August 2018        
 Payment for the Shares pursuant to the Russian Buy-Back                                                                                       15 August 2018 to 13 September 2018  
 GDR Programme Termination Date and delisting of the GDRs from the London Stock Exchange                                                       23 August 2018                       
 Anticipated Payment to Depositary for subsequent distribution to GDR Holders who remain GDR Holders as at the GDR Programme Termination Date  No later than 13 September 2018      
 Delisting of Shares from Moscow Stock Exchange and termination of trading                                                                     Expected to be mid-October 2018      

Each GDR Holder is advised to check with any broker, dealer, bank, custodian,
trust company or other nominee or intermediary or clearing system through
which it holds GDRs when such intermediary would require receipt of
instructions from a GDR Holder in order for that GDR Holder to be able to
comply with any of the deadlines specified in this notice. The deadlines set
by any such intermediary will be earlier than the relevant deadlines specified
in this notice.

Definitions

Capitalised terms used in this notice but not defined have the meanings give
to them in the Deposit Agreement dated 20 September 2006 between the Company
and the Depositary relating to the GDR Programme (the “Deposit
Agreement”).

Inside Information

This notice relates to the disclosure of information that qualified or may
have qualified as inside information within the meaning of Article 7(i) of the
EU Market Abuse Regulation.

Enquiries

For further information, please visit zinc.ru or contact:

The Company’s Department of Legal and Property Relations: eib@zinc.ru

About the Company

Chelyabinsk Zinc Plant is the leading Russian zinc producer. In 2017 the plant
produced 183,002 tonnes of saleable SHG zinc.

According to consolidated IFRS accounts, revenue in 2017 was RUB 38,548 mln
and EBITDA was RUB 9,266 mln.

CZP ordinary shares are traded on the Moscow exchange under ticker CHZN and
Global Depositary Receipts (GDR) are traded on the London Stock Exchange under
ticker CHZN.

Investor and Media Contacts:

Natalya Vasilieva, PR, ngv@zinc.ru

Tel: +7 (351) 799-01-52

 1     Only those shareholders who are included in the list of persons
entitled to participate in the AGSM (which will be put together as of the
Record Date) and who voted against the Share Delisting Resolution, or who did
not participate in the voting, will be entitled to request the Company to
buy-back their respective Shares.



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