OREANDA-NEWS. December 12, 2011. JSC "Polymetal" (LSE, MICEX, RTS: PMTL) ("Polymetal" or the "Company") announces that the Board of Directors of the Company (the "Board") has considered the mandatory tender offer document received by Polymetal on November 23, 2011 from PMTL Holding Limited ("PMTL") to acquire up to 66,733,230 ordinary shares in Polymetal (the "Polymetal Shares") (the "MTO") and has passed its resolutions in relation to the MTO, reported the press-centre of Polymetal.

The Board has determined that the MTO complies with the requirements of the Russian Joint Stock Companies Law (the "JSC Law") relating to acquisition of more than 30 per cent. of the share capital of Russian joint stock companies and that the purchase price of RUB 531.15 per one Polymetal Share under the MTO complies with applicable provisions of the JSC Law. The Board has also recommended that the shareholders of the Company review the text of the MTO prior to making any decision on its acceptance.

THE MTO TIMETABLE
The Company reminds that February 1, 2012 is the final day on which PMTL may receive share sale application forms from eligible Polymetal shareholders who seek to participate in the MTO.
Polymetal Shares declared in the validly completed share sale application forms and in relation to which the MTO had been validly accepted should be received by PMTL on February 2 to February 16, 2012, inclusive.

Payments for such Polymetal Shares shall be made to persons who have validly accepted the MTO within 15 calendar days following the receipt of the relevant Polymetal Shares by PMTL.

IMPORTANT INFORMATION FOR GDR HOLDERS
The Board has also decided to extend the MTO to the holders of Polymetal global depositary receipts ("GDRs") under the terms and conditions to be circulated by Deutsche Bank Trust Company Americas, the depositary bank in respect of Polymetal's GDRs.

In case the holders of Polymetal GDRs would like to accept the MTO directly, they would need to convert their GDRs into ordinary shares of Polymetal in accordance with applicable terms and procedures under the existing GDR programme and then, acting as a holder of Polymetal ordinary shares, accept the MTO under its terms.

The text of the MTO, recommendations of the Board, and other documents in relation to the MTO, are available on the Company's web-site at http://www.polymetal.ru.