Annual review 2022 2 www.polyus.com Strategic Report......................................................................................................................... 4 At a glance .................................................................................................................................... 8 Our investment case .................................................................................................................. 11 Business model ........................................................................................................................... 18 Understanding our stakeholders................................................................................................ 22 Key performance indicators ....................................................................................................... 25 Risk management ....................................................................................................................... 26 Operational review ..................................................................................................................... 39 Financial review .......................................................................................................................... 58 Sustainability review ............................................................................................................... 70 Our approach to sustainability ................................................................................................... 70 Ethics and human rights ............................................................................................................. 77 Human capital ............................................................................................................................ 82 Health and safety ....................................................................................................................... 89 Environmental stewardship ....................................................................................................... 93 Energy and climate change ........................................................................................................ 98 Local communities.................................................................................................................... 103 Corporate governance........................................................................................................... 107 Corporate governance system ................................................................................................. 107 General Meeting of Shareholders ............................................................................................ 110 The Board ................................................................................................................................. 114 Board Committees.................................................................................................................... 119 Chief Executive Officer (CEO) ................................................................................................... 121 Corporate Secretary ................................................................................................................. 122 Remuneration of the Board of Directors ................................................................................. 123 Diversity policy ......................................................................................................................... 126 Auditor...................................................................................................................................... 127 Anti-corruption efforts ............................................................................................................. 128 Human rights ............................................................................................................................ 129 Dividend policy ......................................................................................................................... 130 Report of the Board of Directors.............................................................................................. 131 Financial statements ............................................................................................................. 134
Annual review 2022 3 www.polyus.com Additional Information .......................................................................................................... 180 Report on compliance with the principles and recommendations of the Corporate Governance Code....................................................................................................................................... 180 TCFD report ........................................................................................................................... 201 Report on payments to governments ................................................................................... 235 Political contributions .............................................................................................................. 236 Cautionary statement ........................................................................................................... 236 Contacts................................................................................................................................. 237
Annual review 2022 4 www.polyus.com Strategic Report We remain resilient, responsible, and sustainable Focus on operational efficiency Polyus produced 2.6 moz of doré gold in 2022. Its total gold output was 2.5 moz, down 6% year- on-year. This decrease was primarily due to lower refined gold production at Olimpiada caused by a temporarily lower head grades as well as an anticipated decline in average grades in ore processed at Blagodatnoye and Natalka. In 2022, considering the elevated risks of potential disruptions in supply chains for spare parts and mining equipment, the Company’s management decided to temporarily downscale excavation volumes at Olimpiada compared to the initial mining calendar. This led to a delay in access to high-grade zones of the ore body. Polyus is already back to the initially planned ore mining volumes at Olimpiada, with an ongoing improvement in grades in ore mined. The Company anticipates gold production for the full year 2023 to reside within the range of 2.8– 2.9 moz. The year-on-year increase in production is expected to be mainly driven by higher grades in ore processed at Olimpiada since Polyus will be mining rich gold-bearing zones of the Vostochny pit. Despite all the headwinds, Polyus continued to advance all its previously announced projects in 2022. The Company was also able to identify and develop new initiatives to boost production across its existing assets. At Olimpiada, the Company proceeded with a number of initiatives aimed at stabilizing the current processing parameters at 15.0 mtpa, including the start of an additional flotation concentrate thickener. Polyus has also improved its efficiency at the BIO complex by launching four additional reactors at BIO-2. At Natalka, the Company continues to successfully implement operational initiatives targeted at maximizing the recovery rate. The Natalka mill also reached its targeted hourly throughput rate of 1,550 t/h and is currently running at the annualized capacity of 12.5 mtpa. Over the year, Natalka was the second-largest asset in terms of output, producing 444.7 koz of gold. The Company has also decided to introduce a flotation circuit at Natalka, which is expected to improve the recovery rate at the mill and add process flexibility to address potential fluctuations in ore’s chemical composition. Volumes of ore processed at Verninskoye amounted to 3,902 thousand tonnes, a 8% increase on the previous year. This growth reflects improved the hourly throughput of the mill, which stood at a new historical high of 468 t/h, as well as the implementation of operational enhancements resulting in less maintenance downtime related to the reline of the SAG mill. Polyus is at the active phase of construction activities under the Kuranakh mill expansion to 7.5 mtpa project. Most of the long-lead key technological equipment units, including components for the ball mill, were delivered to the site. The Company completed construction works at thickeners, commissioned new compressor stations, and finished the installation of 16 sorption columns. The Company also announced two new projects at Kuranakh: expanding throughput capacity at Kuranakh’s existing heap leaching facilities aimed at increasing capacity from 1.5 mtpa to 5.0 mtpa, and constructing a 12.5 mtpa heap leaching facility at Kuranakh’s Southern group of deposits.
Annual review 2022 5 www.polyus.com The Company also continued to implement all activities under its project to construct Mill 5 at Blagodatnoye as scheduled. Commissioning is slated for 2025. Major parts of the foundation works for the in-pit crushing and conveying (IPCC) system were completed during 2022. Polyus also finished installation of the SAG-mill and desorption site equipment. Construction of the Yenashimo River bridge was finalized, which is now operational. At Sukhoi Log, our flagship project to develop a greenfield deposit, the Company has progressed with the construction project for the Vitim substation and 220 kV gridline, which are within the Polyus project scope for the technical connection of Sukhoi Log to the existing power grid. We have completed a general layout of the project and are progressing on the design documents for the auxiliary infrastructure and tailings storage facility. Due to the current geopolitical environment, the Company postponed completion of the Bankable Feasibility Study. Polyus discontinued working with several international processing equipment manufacturers but has already identified alternative suppliers for the project. The Polyus engineering team will now proceed with amendments to the initial project design with a focus on mill reconfiguration, including redesign of the mill’s building and foundation, taking into account the updated equipment list. Polyus expects to provide an updated schedule and details on the project in 2023. Maintaining financial stability amid a fast-paced market environment Revenue for the full year 2022 was $4.3 bln, down 14% from 2021. This was driven by the decline in production volumes and by the lower average realized refined gold price compared to the previous year. Total cash costs (TCC) were $519 per ounce, (2021: $405 per ounce). This reflects lower average grades in ore processed at almost all the hard-rock deposits. The Company notes that the consumables price inflation, wage indexation, and ruble appreciation have also negatively impacted the Company’s cost performance in 2022, and those factors were common to all operations of the group. Despite increased TCC, Polyus is still in the first decile of the global cash cost curve amid persisting inflationary pressures in the global mining industry. Moreover, the Company expects to keep its TCC within the range of $500 to $550 per ounce in 2023. The improvement in cost performance at Olimpiada, on the back of an increase in head grades and higher antimony by-product credit as well as ongoing cost-containment initiatives across the asset portfolio, is expected to mitigate inflationary headwinds in key consumables and labor. The group’s adjusted EBITDA for the full year stood at $2,584 mln, a 27% decrease compared to 2021. The decline was driven by lower gold sales and higher TCC on a per ounce basis. In 2022, capital expenditures increased to $1,119 mln from $928 mln in the previous year. This year-on-year increase reflects higher capital expenditures across all business units. The bulk of the capex program related to the Company’s Krasnoyarsk assets, in particular at Blagodatnoye to progress the Mill 5 project and at Kuranakh, which is at the active phase of construction activities under the mill expansion to 7.5 mtpa project; Polyus is proceeding with the engineering of a new project that envisages the construction of a 12.5 mtpa heap leaching facility at Kuranakh’s Southern group of deposits and is finalizing the technical solutions to expand throughput capacity at Kuranakh’s existing heap leaching facilities aimed at increasing capacity from 1.5 mtpa to 5.0 mtpa.
Annual review 2022 6 www.polyus.com Net debt stood at approximately $2.3 bln at the end of 2022, an increase of 3% year-on-year. The net debt to EBITDA ratio stood at 0.9x (2021: 0.6x). Despite the expected year-on-year decline in financial performance in 2022, the Company was able to generate positive free cash flow of $415 mln (subject to debt). Toward a sustainable future In 2022, Polyus published its Climate Strategy. Aimed at supporting the UN Sustainable Development Goals, the Strategy has been developed in line with the International Task Force on Climate Change Financial Disclosure (TCFD) and the Intergovernmental Panel on Climate Change (IPCC) recommendations while also reflecting industry best practices. The Climate Strategy sets medium- and long-term goals for reducing greenhouse gas emissions and identifies measures to promote decarbonization. The Strategy also includes an assessment of climate risks and an internal carbon pricing mechanism. The share of recycled water in the Company’s production processes is currently around 93.2%. In December 2021, Polyus — along with other companies that acknowledge the importance of strong ESG practices — signed an agreement to create the National ESG Alliance. This inter- sectoral platform will stimulate dialogue and joint action on sustainable development across business, society, and the state. Polyus was closely involved in the activities of the National ESG Alliance in 2022 as a member of three committees. In 2022, Polyus continued its engagements with international ESG rating agencies such as MSCI, Sustainalytics, FTSE Russell, ISS, and CDP, and also received a new rating from The Nature Benchmark. FTSE and ISS upgraded their Polyus ratings during the year. The Company also started engaging with Russian rating agencies, including Expert RA and ACRA, which assigned high ratings to Polyus. This is a clear recognition of our sustainability credentials, including in areas such as climate, water resources, health and safety, and risk management. We are working hard to ensure stable supplies of materials and equipment for production. Polyus remains a reliable, attractive employer, committed to environmental and social responsibility, fulfilling its obligations to its employees, regions of operation, and partners.
Annual review 2022 7 www.polyus.com Our purpose We are committed to unlocking the potential of our high-quality operating assets and greenfield projects. We will accomplish this by evolving into the most efficient, responsible, and advanced business at the forefront of the industry. Our key figures Financial Total cash cost per ounce: $519 Adjusted EBITDA: $2.6 bln Adjusted EDITDA margin: 61% Net debt/Adjusted EBITDA ratio: 0.9x Operational Ore mined: 62.3 mt Ore processed: 48.3 mt Average recovery rate: 81.8% Total gold produced: 2.5 moz Sustainability Share of renewable electricity consumption: 100% 1 Water recycled and reused: 93.2% LTIFR: 0.14 Reduction in specific GHG emissions (Scope 1 and 2) vs. 2020: 28% 1 In 2022, 89% of Polyus’ purchased electricity came from renewable energy sources. At the time of publication of this Annual Review, The Company is finalizing the process to supply the remaining 11% of consumed electricity with green certificates by issuing and offsetting national energy certificates of origin for hydropower. As in 2021, the hydropower will be supplied by the Mamakan HPP in the Irkutsk Region. The updated information will be disclosed in Polyus PJSC Sustainability Report 2022.
Annual review 2022 8 www.polyus.com At a glance Polyus has a robust business model, stable investment portfolio, and efficient processes in place to remain resilient, responsible, and sustainable. We advocate for responsible mining that takes account of all stakeholders’ needs and expectations. WHERE WE OPERATE Our large-scale production assets are spread across Russia’s richest gold mining provinces in Eastern Siberia and the Far East. Our principal operations are located in Krasnoyarsk Territory, the Irkutsk, Magadan, and Amur Regions, and the Republic of Sakha (Yakutia). OUR VALUES Polyus’ values are the guiding work principles for all our employees and motivate our Company to achieve a high level of performance. Our key values comprise: Efficiency Sustainability Development Cooperation Safety Professionalism Production assets in 2022 Olimpiada Location: Krasnoyarsk Territory 41% of total output 40% of adjusted EBITDA TCC: $509/oz 3,248 employees 15.2 mtpa processing capacity Natalka Location: Magadan Region 17% of total output 19% of adjusted EBITDA TCC: $441/oz 1,889 employees 12.4 mtpa processing capacity
Annual review 2022 9 www.polyus.com Blagodatnoye Location: Krasnoyarsk Territory 15% of total output 17% of adjusted EBITDA TCC: $434/oz 1,492 employees 9 mtpa processing capacity Verninskoye Location: Irkutsk Region 12% of total output 13% of adjusted EBITDA TCC: $456/oz 1,202 employees 3.9 mtpa processing capacity Kuranakh Location: Republic of Sakha (Yakutia) 9% of total output 8% of adjusted EBITDA TCC: $684/oz 1,834 employees 7.8 mtpa processing capacity Alluvials Location: Irkutsk Region 5% of total output 1% of adjusted EBITDA TCC: $1,234/oz 2,015 employees
Annual review 2022 10 www.polyus.com Greenfield sites Sukhoi Log Location: Irkutsk Region BFS development ongoing General project layout completed Drafting of design documents for the auxiliary infrastructure underway The list of facilities scheduled for construction in 2023 drawn up and approved 124 employees Chulbatkan Location: Khabarovsk Territory Review of the key outcomes of previous studies on the project is ongoing, including the identification of the best processing technology and project configuration In 2022, integration of Chulbatkan into Polyus’ structure and business processes was underway 165 employees
Annual review 2022 11 www.polyus.com Our investment case Strong culture, committed people We aim to deliver value for all our stakeholders. Every one of our people has a part to play in fulfilling that objective; our employees are the key drivers of our success. Our employees’ proactive approach is a key driver behind Polyus’ operational excellence. Involving them in the process of continuous improvement is the most important task for the Company. Our culture is generally shaped by the Company's management, while each member of the Board of Directors brings their unique experience, knowledge, and expertise to the table. This enables constructive collaboration that has a positive impact on all aspects of the Company’s activities. Ensuring a safe environment and decent professional development opportunities for our employees, regardless of their role at the Company, is our top priority and a key focus of our efforts. With a particular emphasis on internal human capital, we grow our talent pipeline, encourage promotion from within, and help increase the diversity of our workforce. It is essential for us to build a culture that makes our people feel valued and appreciated and offers opportunities for professional growth. Case study In 2022, we successfully carried out a series of events focused on two key tasks: to verify that employees actually adopt Polyus’ production system tools post training and to boost their data and statistics skills. In particular, employees were trained in Lean Six Sigma and certified to Six Sigma Green Belt and Black Belt. The training program has enabled a more thorough and detailed design of operational efficiency projects. In addition, Lean Thinking trainings were held for the top managers of Polyus’ business units to drive the effectiveness of the organization and the management of day-to-day operations. These efforts are expected to boost the number of suggestions for improving or optimizing both production and business processes and enhance the quality of their development so that they include the potential economic impact and value for the Company. We believe in the importance of improving the organizational and management skills of managers, and pay significant attention to these aspects. Polyus also continued to use the electronic format for submitting employee suggestions via the “Polyus of Ideas” portal. The portal contains a knowledge base of all initiatives implemented through the employee suggestion scheme. At any time, employees can learn from the experience of other business units and replicate their colleagues’ ideas. Employee suggestions mostly centered on boosting mill productivity and optimizing operations. The Company provides employees with additional remuneration for active participation in the improvement process. In 2022, 11,600 suggestions were submitted by more than 5,000 employees, and nearly $0.5 mln was allocated for incentive payments.
Annual review 2022 12 www.polyus.com World-class assets We are committed to realizing the potential of our world-class asset portfolio. Our clear strategy and strong leadership are helping to deliver sustainable production growth. Spread across Siberia and the Russian Far East, our investments concentrate on assets that present low operational and execution risks. We have a long and distinguished history of successful project execution. This is grounded in a disciplined, efficient approach, our culture of excellence, and the use of advanced mining technologies and equipment. Combined with some of the lowest operating costs in the industry, this gives us a significant investment advantage. Case study Expansion projects at Kuranakh The Company decided to expand the existing Kuranakh heap leaching capacity from 1.5 mtpa to 5.0 mtpa and switch to dynamic ore processing. All the necessary technical solutions have already been developed, with the project slated for launch in 2023 and project completion scheduled for 2025. The Company expects the project to boost its annual gold production by 50–60 koz. Polyus has also proceeded with the engineering of a new 12.5 mtpa heap leaching complex project at the Southern group of deposits. The project involves a phased start-up, with the annual processing capacity expected to reach 6.25 mt of ore from 2026 and 12.5 mt of ore from 2028. Dynamic ore processing is also planned to be introduced as part of the project. The project will boost gold production from 225 to 260 koz per year.
Annual review 2022 13 www.polyus.com Exceptional growth prospects Polyus is progressing on several high-quality exploration and development projects. With a long mine life and one of the highest ore grades globally, the world-renowned Sukhoi Log deposit provides us with a robust platform for long-term growth. Elsewhere, we continue to grow production capacity at our operational mines. At Olimpiada, the Company proceeded with a number of initiatives aimed at stabilizing the current processing parameters at 15.0 mtpa, including the construction and launch of an additional flotation concentrate thickener. Polyus is at the active phase of construction activities under the Kuranakh mill expansion to 7.5 mtpa project. Most long-lead key technological equipment items, including components for the ball mill, were already delivered to the site. At Verninskoye, the Company completed comprehensive engineering studies under a new tailings storage facility project. At Blagodatnoye, the Company is on track with its Mill 5 project, with commissioning slated for 2025; in 2022, Polyus completed shift camp construction and closed the thermal envelope of the buildings. Case study Sukhoi Log: continued progress on key project milestones At Sukhoi Log, the Company progressed with the construction of the Vitim substation and 220-kV gridline, which are within the Polyus project scope for the technical connection of Sukhoi Log to to the existing power grid. Polyus has also completed the drafting of project design documentation for the warehousing storage capacity expansion at Taksimo Yard, and started preparing for construction works. In 2022, the Company completed a general layout of the project and is progressing on the design documentation for the auxiliary infrastructure.
Annual review 2022 14 www.polyus.com Sustainability: embedded in our business A wholehearted commitment to sustainability is key to our operational success. Our stakeholders expect nothing less. We believe that sustainability is integral to creating a resilient and successful business. Polyus is committed to being a people-orientated company that provides development opportunities, maintains the highest standards of health and safety, and can attract, motivate, and retain the best available talent. We are equally committed to being environmentally responsible. This involves identifying and mitigating the impact of our operations through conscientious stewardship of our assets throughout the mining life cycle. As a major taxpayer and employer, we also aspire to be a socially responsible company that contributes to the long-term prosperity of our local communities and enables them to flourish. Case study Climate strategy and climate-related performance Climate change – and its effect on our operations – is high on Polyus’ agenda. In August 2022, Polus published its Climate Strategy aimed at supporting the UN Sustainable Development Goals. The Climate Strategy was developed in line with the TCFD and IPCC recommendations while also reflecting industry best practices. The Climate Strategy sets medium- and long-term goals for reducing greenhouse gas emissions and identifies measures to promote decarbonization. The Strategy also includes an assessment of climate risks, a scenario analysis, and an internal carbon pricing mechanism. Polyus has announced its ambition to achieve carbon neutrality by 2050. By 2032, the Company aims to reduce direct and indirect greenhouse gas emissions (Scope 1 and 2) per tonne of ore processed to 40%–50% of the level in 2020, chosen as the base year. Targets for specific emissions per tonne of ore processed (Scope 1 and 2) 1 – Specific emissions per tonne of ore processed (Scope 1 and 2) in 2032 vs 2020.
Annual review 2022 15 www.polyus.com Polyus’ climate-related performance highlights The Polyus Climate Strategy was published for the first time. PJSC Polyus’ TCFD Climate Report was published for the first time. Polyus covers 100% of its electricity needs by energy from renewable sources. A methodology has been developed to estimate greenhouse gas emissions throughout the Company’s supply chain, with emissions calculated for 2021 and 2022. Polyus is committed to reducing Scope 3 emissions through responsible sourcing and close interaction with both suppliers and manufacturers. To evaluate its investment projects, the Company has set an internal carbon price at $15–$35 per tonne of CO2-e using industry benchmarks and relying on applicable Russian laws currently under development to calculate the price range. Going forward, Polyus intends to use the carbon price to be set at the national level. Scope 1 and 2 specific greenhouse gas emissions in 2022 amounted to 23 kg CO2-e per tonne of ore processed, down from the base year (32 kg CO2-e in 2020). The Polyus Climate Strategy on the corporate website: https://polyus.com/en/investors/presentations/?from=ru PJSC Polyus’ TCFD Climate Report can be found in Additional Information of this report. Climate change management The Board of Directors is responsible for climate-related issues at the highest level – it determines the decarbonization and sustainability strategy The Steering Committee on Climate Change is focused on climate change adaption and reports to Senior Vice President, Operations The Working Group on Climate Strategy Development deals with improving climate change adaptation processes Priority areas to achieve Net Zero in 2050 Reducing direct emissions (Scope 1) Low-carbon (and eventually carbon-free) vehicle fleet solutions 100% of the Company’s electricity needs is covered by energy from renewable sources $15–$35 internal carbon price 23 KG of CO2-e per tonne of ore processed – Scope 1 and 2 specific GHG emissions in 2022
Annual review 2022 16 www.polyus.com Implementing energy and heat saving programs Low-carbon (and eventually carbon-free) solutions for heat and energy generation Implementing and financing climate projects Reducing indirect emissions (Scope 2) Achieving 100% renewable electricity consumption Priorities (other than technical) Disclosing data, updating Scope 1, 2, and 3 calculation methodology Participating in the development of legislative initiatives Engaging with stakeholders Embedding the internal carbon price into investment analysis (Scope 1 and 2) Monitoring Scope 3 GHG emissions R&D on promising carbon-free technologies
Annual review 2022 17 www.polyus.com Operational excellence and innovation Continuous operational improvement through the development and active implementation of cutting- edge technologies, including digital solutions, enables the Company to consistently deliver robust performance. Polyus maintains operational excellence by embedding new technologies and innovations across all its production assets. We continue to expand the use of digital technologies at our production sites, such as Olimpiada, Natalka, and Kuranakh, where we are building wireless broadband infrastructures to enable reliable data transfer from our operating vehicles to the dispatch management system in our control rooms. We successfully use drones at our production assets for a wide range of tasks, including aerial surveying, 3D mapping, drill and blast planning, and tracking of mining equipment. We are expanding the functionality of mining equipment remote control to enable control room operators to maneuver self-driving vehicles and other equipment, including trucks, excavators, and drilling rigs. This enables process automation as well as increased safety of operations. Implementing information security technologies When deploying advanced technologies, Polyus pays particular attention to information security. As part of this strategy, the Company launched Russia’s first industrial wireless broadband network at its deposit in Yakutia and automated information security processes. The R-Vision SOAR software platform introduced to automate incident monitoring, recording, and response has allowed the Company to halve its incident response times and free up its information security resources by automating routine tasks. Polyus Aldan launched Russia’s first industrial wireless broadband network using private LTE technology. The new network already connects 100 mining vehicles and ensures continuous data exchange with moving machinery at speeds of up to 90 km/h. The network will help maneuver equipment, including exploration equipment, remotely monitor the fleet operation, track environmental metrics, and observe crews at work. This will reduce production risks and improve work safety. In addition, the network ensures the security of data feeds, as it is isolated from external networks. Case study Intelligent software system Polyus has launched the rollout of an analytics platform featuring robo-advisors for process plants to integrate data from various sources and generate prompts enabling better decision making by operators at the process plants. Digital solutions can uncover links and patterns in the process that are not readily apparent. They generate prompts to adjust process parameters and monitor execution while continuously collecting and analyzing statistical data to optimize planning. Data sources include devices and sensors, process control systems, laboratory results, etc.
Annual review 2022 18 www.polyus.com Business model Polyus’ business model spans the whole gold production cycle from exploration, mining, and processing to the sale of refined gold and environmental rehabilitation. Our growth ambitions are underpinned by a disciplined approach to cost management and a proactive attitude to sustainability. Alongside our business partners, employees, and communities, we create sustainable value for all our stakeholders. Goal We are committed to unlocking the potential of our high-quality operating assets and greenfield projects. We will accomplish this by evolving into the most efficient, responsible, and advanced business at the forefront of the industry. Our key advantages • Tier 1 asset base: (P&P) ore reserves: 97 moz • Track record of operational achievements: 54% production growth since 2013 • Industry-leading sustainability track record: • FTSE – 3.9 • ISS ESG Rating – C+ • RAEX – AA • Prudent capital allocation • Strong growth options Pipeline of brownfield and greenfield expansion projects • Low-cost profile Lowest-cost gold mining producer Resources Financial: Our prudent financial policy strikes a balance between carefully selected investments for growth and appropriate cash returns to our shareholders. o Capex: $1,119 mln o Net debt: $2,269 mln Operational: We focus our efforts on the intelligent use of brownfield sites and a sensitive approach to the development of efficient greenfield projects. o 6 Tier 1 operating mines and 3 greenfield projects
Annual review 2022 19 www.polyus.com o Proven and probable gold reserves: 97 moz with average grade 1.9 g/t o Development/IT capex: 66% of total capex Natural: We are committed to developing our extensive resources as safely and carefully as possible in order to minimize the environmental impact of our activities. o Water withdrawal – 27,564 m 3 o Energy consumption – 9,740 TJ Human: We recognize and reward our talented and motivated employees through incentive schemes and continuously improve their working, living, and recreational conditions. o 22,772 employees Social and reputational: We aim to provide a safe and healthy environment for our workforce and support a variety of social and charitable projects in our communities via targeted investments. o Effective stakeholder engagement policy o Successfully integrated Code of Conduct o Sound working engagements with governments at national, regional, and local levels o Leveraging sustainable financing to contribute to the UN SDGs Intellectual: Our extensive knowledge base is supported by in-depth technical expertise, a sound corporate governance structure, and robust internal control systems. o Unique skillset and expertise o Innovation and technology that improve cost, safety, and productivity o Business improvement initiatives Value chain Our operations create sustainable economic and social value for a wide range of stakeholders. This is achieved through a combination of factors: the quality of our assets, the expertise of our people, our operational excellence and sustainability orientation, innovative partnerships, and disciplined capital allocation. Exploration and evaluation Development of the reserve base Mining and processing Production of gold
Annual review 2022 20 www.polyus.com Sales of refined gold Mine closure and land reclamation Outputs Adjusted EBITDA margin: 61% Production: 2.5 moz Share of renewable electricity consumption: 100% Water recycled and reused: 93.2% Lost time injury frequency rate: 0.14 Investments in social projects: $72.6 mln Outcomes Financial: Net debt/Adjusted EBITDA: 0.9х FCF: $415 mln Operational: Rock moved: 370 mt Ore mined: 62 mt Ore processed: 48 mt Average recovery rate: 81.8% Natural: $263,000 spent on biodiversity conservation Publication of the Climate Strategy Polyus was Russia’s first mining company to publish a detailed report on tailings storage facilities in line with the requirements and principles of the Global Industry Standard on Tailings Management (GISTM) Human: 110% 2 of employees trained under various programs 72.9% – employee engagement rate 2 This number is more than 100% because it includes current employees who have received training on various topics and new employees who have completed mandatory training.
Annual review 2022 21 www.polyus.com Social and reputational: 189 charity and sponsorship projects implemented in our regions of operation Intellectual: New AI-driven solutions on assets. The technology rollout will begin in 2023 Established in 2022, Polyus Digital has reduced the reliance on third parties for critical IT systems The Company has in place a proprietary production electronic document management system SDGs Financial: 8 Operational: 8, 9 Natural: 6, 7, 12, 13, 15 Human: 3, 4, 8 Social and reputational: 8, 9, 17 Intellectual: 9 Creating sustainable long-term value Sustainability underpins everything we do and is an integral part of our value chain. We work responsibly and ensure that Polyus continuously creates value for all stakeholders. This also reflects our stewardship of the natural environment. Our strategy is designed to support the commitment to embedding sustainability principles into all our operations.
Annual review 2022 22 www.polyus.com Understanding our stakeholders Established relationships with our stakeholders are essential for the long-term success of the business. Our Stakeholder Engagement Policy sets out management’s approach to stakeholder engagement by taking their needs and expectations into account and developing effective engagement strategies. Stakeholder group Shareholders, lenders, and bondholders Government and regulators Employees and contractors Local and indigenous communities Suppliers NGOs and industry organizations Media Value of engagement Demonstrate our commitment to, and generate value for, our shareholders Comply with regulatory requirements and obtain the required permits, grants, and licenses Increase loyalty and production performance while ensuring health, safety, and environmental protection Understand the expectations of our stakeholders about Polyus’ key projects and reduce the negative impact on local communities Ensure ESG- compliant sourcing and create sustainable supply chains Establish partnerships and engage with experts from various areas and with diverse expertise. Promote industry development Promote transparency in our relationships with stakeholders and increase their awareness of the Company’s activities Key stakeholder concerns - Creating long-term value by delivering consistently strong operational and financial performance - Legislative and regulatory compliance - Environmental and social performance, fiscal regimes - Health and safety - Working conditions - Career opportunities - Wages, benefits, and social packages - Training and development - Potential environmental and social impacts - Employment opportunities - Infrastructure development and better quality of life in the regions of operation - Cooperation - Payment processes - Transparency in supplier selection - Social and environmental impacts from operations - Mitigating non- financial risks - Industry-specific issues - Broad range of matters reflecting all stakeholder interests Engagement mechanisms - Annual general meetings - Regular meetings with institutional shareholders - Regular hard-copy and e- communications - Newsletters - Agreements on socio-economic partnerships - Charity and sponsorship initiatives - Conferences and forums - Hotline - Contractual relationships - Direct Line with the Company’s management - Corporate sports and cultural events, professional competitions - Volunteer projects - Territory of Polyus corporate newspaper - Public meetings, including public consultations - Charity activities - Social programs - Newsletters and targeted communications - Hotline - Contractual relationships - Workshops and conferences - Tenders - Hotline - The Company website - Participation in committees and working groups of industry and expert organizations - Site visits and participation in Company events - Media tours and participation in events - Press releases and media briefings - Presentations and interviews
Annual review 2022 23 www.polyus.com Stakeholder group Shareholders, lenders, and bondholders Government and regulators Employees and contractors Local and indigenous communities Suppliers NGOs and industry organizations Media - Hotline - The Company website (https://www.poly us.com/en/) - The Company website (https://www.polyus .com/en/) - Intranet portal - Newsletters - Hotline - Employee surveys and questionnaires - Direct communications between employees and supervisors and management - Social networks - The Company website (https://www.polyu s.com/en/) - Social networks (https://www. polyus.com/e n/) - Regular interactions with competent national and international organizations - Hotline - The Company website (https://www.po lyus.com/en/) - Responses to requests in the form of comments - Hotline - The Company website (https://www.polyus. com/en/) Responsibility owners at the Company - Board of Directors - Top management - Business Communications & Investor Relations - Government Relations - Public Relations - Relevant functions - HR, Organizational Development, and Administration - Public Relations - Health, Safety, Environment and Sustainable Development - Operations and Technical Development - Procurement - Government Relations - Public Relations - Procurement - Relevant functions - Public Relations - Government Relations - Sustainable Development - Business Communications & Investor Relations - Public Relations - Business Communications & Investor Relations Key events in 2022 - Launch of the consent solicitation process: (a) to change the trustee; (b) to approve amendments and waiver of certain terms of the Participation in the Krasnoyarsk Economic Forum Participation in the Eastern Economic Forum Participation in the St. Petersburg - Conducting Direct Line online meetings between top management and employees - Implementing the Polyus Class educational project in the Krasnoyarsk Territory - Holding the 7th annual Polyus Golden Season Theater Contest, organizing and holding the Territory Yakutsk Festival 3 and the Bakaldyn celebration - Expanding cooperation with local suppliers - In-person Q&As - Participating in meetings and committee activities of the National ESG Alliance - Increasing the number of expert commentaries in the media - Developing the corporate Telegram channel 3 The festival is organized with the support of Polyus. The festival in Yakutsk included theater shows, workshops, and other mass cultural events.
Annual review 2022 24 www.polyus.com Stakeholder group Shareholders, lenders, and bondholders Government and regulators Employees and contractors Local and indigenous communities Suppliers NGOs and industry organizations Media eurobonds issuance documentation - Webinars for retail investors - Engagements with rating agencies: MSCI, ISS, FTSE Russell, RAEX, and Expert RA International Economic Forum - Conducting various events under the employee volunteer program: a grant competition for the best volunteering project, donor days, donation drives for charity foundations, and environmental trips - Polyus and Irkutsk National Research Technical University launched the first Eco Hackathon for students
Annual review 2022 25 www.polyus.com Key performance indicators Measuring our progress To measure progress against the Company’s strategy, we benchmarked our performance in 2022 against a set of financial, operational, and sustainability KPIs. KPI Change Relevance to strategy Looking ahead Adjusted EBITDA ($ mln) Adjusted EBITDA is defined by the Group as profit before finance costs, income tax, income/(losses) from investments (including derivatives), depreciation, amortization, and interest paid, adjusted for one-off items. 2020 – 3,690 2021 – 3,529 2022 – 2,584 Demonstrates Polyus’ ability to generate operating cash flows, which are a major contributor to its capital expenditure program, working capital requirements, and credit portfolio servicing. Polyus is focused on maximizing adjusted EBITDA through cost reduction and operational efficiency initiatives. Total gold output (koz) Volume of gold produced from Polyus’ hard-rock mines and alluvial operations in the reporting period. Gold production volumes are measured in thousands of troy ounces. 2020 – 2,766 2021 – 2,717 2022 – 2,541 Gold production is an indication of Polyus’ operational performance and demonstrates the operational and management teams’ progress against mining plan targets. Polyus has a strong portfolio of operating assets allowing the Company to maintain high production volumes and underpinning its status as one of the largest gold producers globally. Total cash cost ($/oz) Total cash cost (TCC) per ounce sold is the cost of producing and selling an ounce of gold, which includes mining, processing, transportation, refining, and general costs from both mine and alluvial operations. 2020 – 362 2021 – 405 2022 – 519 TCC is a key measure of efficiency at the Company’s operations. Polyus pays significant attention to production expenses by monitoring and benchmarking the efficiency and effectiveness of its assets and implementing best practices to control expenses. Polyus is introducing additional multi- faceted and intensive measures to contain cost inflation and improve productivity. LTIFR The lost time injury frequency rate (LTIFR) measures delivery against Polyus’ commitment to health and safety across the business. 2020 – 0.10 2021 – 0.18 2022 – 0.14 Polyus tracks a range of safety performance indicators and data to measure the effectiveness of the Company’s health and safety initiatives and their application across its operations. Polyus aims to minimize injury rates and achieve zero fatalities through continuously focusing on improving its health and safety management system. For more information, see our Sustainability Report.
Annual review 2022 26 www.polyus.com Risk management Principal risks and uncertainties Various risks may affect the results of the operating, financial and investment activities of the Company. The Enterprise Risk Management and Internal Control System (ERM&IC system) consists of interrelated elements that allow us to identify and manage risks at all levels of governance and in all business processes. Internal control is an integral part of risk management which in turn is a key element of corporate governance. ERM&IC is a continuous and integrated process that involves all business units of the Company. The ERM&IC Policy, approved by the Board of Directors, governs the ERM&IC system. In addition to the ERM&IC Policy the Company has developed and approved an Operational Model to provide effective segregation and detailed description of business units’ roles and responsibilities. The main goals of the ERM&IC system are to establish controls and to provide reasonable assurance of achieving the Company’s objectives, including: strategic goals, including equity value; operational goals, including improvement of efficiency and effectiveness of the financial and economic operations of the Company; compliance with applicable law and regulations; safeguarding of assets; and timeliness and reliability of financial and management reporting. The ERM&IC system is based on recognized principles with regard to recommendations 4 of Bank of Russia and the Committee of Sponsoring Organizations of the Treadway Commission (COSO), 5 contributing to the achievement of the balance between the Company’s value growth, profitability and risks: Continuity – risk management and internal control are performed on a continuous and systematic basis Integration – the ERM&IC system is an integral part of all business processes and covers all of the Company’s activities Reasonableness – the Company adheres to the principle of balance between the reasonable cost of risk response measures and controls, and the possible consequences of risk occurrence 4 1. Corporate Governance Code of the Russian Federation (Letter of the Bank of Russia dated 10 April 2014 No. 06-52/2463 “On the Corporate Governance Code”). 2. Recommendations for Public Joint-stock Companies to Organize Risk Management, Internal Controls, Internal Auditing, and the Work of Auditing Committees under Boards of Directors (Supervisory Boards) (Bank of Russia Information Letter No. IN-06-28/143 dated 1 October 2020). 5 1. COSO “Enterprise Risk Management Integrating with Strategy and Performance Concept” (COSO ERM), 2017. 2. COSO “Internal Control Integrated Framework” (COSO IC IF), 2013.
Annual review 2022 27 www.polyus.com Segregation of duties – Company employees’ rights and obligations depend on their specific role in the ERM&IC system Responsibility – all Company employees are responsible for the effective functioning of the ERM&IC system in accordance with the duties Timely reporting – information on the risks and effectiveness of controls, as well as the results of the ERM&IC system assessment are communicated to the appropriate level of management and governing bodies in a timely manner Adaptivity – the ERM&IC system constantly evolves and improves, adapting to changes in the environment The Company’s management is responsible for the set up and improvement of the ERM&IC system and effective risk management, including risk assessment, development of risk response measures, and monitoring of measures effectiveness. Company employees are responsible for the execution of risk response measures, including controls. Some controls, including those related to the reliability of financial statements and reporting as well as segregation of duties are implemented into the Company’s IT – systems. Internal audit provides the Company’s management and the Audit Committee with an independent and objective assessment of the reliability and effectiveness of the ERM&IC system and corporate governance, so as to provide reasonable assurance of the achievement of the Company’s goals. The internal audit provides the key results of the ERM&IC effectiveness assessment to the Audit Committee on a regular basis. The Audit Committee and the CEO monitor the effectiveness of the ERM&IC system by means of periodic reviews of the results of risk response measures (including completeness and timeliness), as well as the results of the reassessment of previously identified and/or newly discovered corporate risks. Based on the results of risk updates in July and August 2022, the Company’s management adjusted the risk priorities, including the content of the corporate risk register, as well as updated risk response measures, taking into account the target level of residual risk and the existing effectiveness of risk management. In particular, new risk factors linked to the current socio- political and economic environment were taken into account in 2022, and climate risks were covered in the Climate Strategy developed in 2022. The key corporate risks of PJSC Polyus identified by management from the risk reassessment and the corresponding response measures are presented below.
Annual review 2022 www.polyus.com 28 STRATEGIC RISKS 1. Failure to confirm mineral resources and ore reserves given the impact of ore mineral and chemical composition Description & impact Key response measures To a large extent, the Company’s operations depend on mineral resources and ore reserves. Inaccurate assessment of the quantity and quality of mineral resources may lead to a decrease in production efficiency due to higher cost and increased labor intensity of mining operations, changes to processing technology or shorter life of mine. The accuracy of planning of saleable ore properties in its turn could be negatively affected by: constraints on resource definition drilling in active mining areas; impact of complex morphology of ore bodies on geological data interpretation; quality of sample preparation and assaying; control of geology support at the exploration stage; delays in analysis of exploration data to update block models; mining factors affecting business processes used to manage the grade and quality of ore fed to a mill for processing; underlying assumptions behind reserve block models developed for mine planning; and insufficient quantity of stockpiled saleable ore to support uniform feeding to a mill and proper blending proportions. This risk is managed by performing high-quality drilling and QA/QC procedures as well as engaging independent assay labs and the auditing of resources and reserves by third- party consultancies. Annual in-fill drilling programs and validation of gold grades in stockpiled ore are planned and carried out through close cross-functional collaboration with mine planning teams. The results of resource block model reconciliation with actual production are used for regular updates of modeling techniques, leading to improved forecasting and planning accuracy. 2. Failure to achieve milestones of large-scale capital construction projects Description & impact Key response measures The Company’s investment portfolio comprises large-scale and technologically complex projects underlying the long-term growth plans in ore mining and processing. The main sources of potential risks at the current stages of these projects are flaws in technical or process solutions developed at the scoping and design stages with inadequate internal review as well as contractors/vendors defaulting on their obligations. Project roadmaps have been developed and approved to manage this risk. They contain a detailed description of the “forks” for decision-making as well as the sequence of actions for the preparation and adoption of technological and engineering solutions. In addition, competent personnel were involved in the development of engineering and technical documentation, and the interaction with representatives of design organizations was organized by the Company. Business Development Strategies have
Annual review 2022 www.polyus.com 29 been produced for Polyus Project and Polus Stroi to develop capabilities and improve efficiency and performance in design and construction. The Company implemented a number of measures to optimize large-scale project management to reduce the time required for procurement procedures and to standardize the requirements for the main process equipment. The Company’s key technical solutions maximize the use of Russian-built equipment, components, units, and assemblies. 3. Failure to achieve financial targets during project execution Description & impact Key response measures The main sources of potential risks are poor estimates of project costs and timeline or incomplete and/or unreliable results of geological studies and/or design and survey activities at the investment-decision stage of a project. Given the scale of its investment portfolio, the Company is focused on making sure its strategic projects meet the relevant investment criteria by embedding investment control procedures, including: modeling and sensitivity analysis of a project’s economics; and regular update of models used to calculate the project economics as part of project implementation monitoring. 4. Selection of inefficient process/engineering solutions Description & impact Key response measures Risk may occur due to high complexity of deposits and volatility of grade, mineralogical, chemical composition and physical and mechanical properties of ores, which complicates the justification and selection of optimal engineering and process solutions. To mitigate the risk probability, the Company retrofits the laboratories of the research center and design institute, enhances the professional skills of its personnel, conducts training events, and uses the expertise of highly qualified specialists, including those from international engineering companies, in strategic projects. The Company also constantly improves the sampling methodologies by increasing sample numbers (for better reliability if required), and undertakes geometallurgical mapping for brownfield and greenfield projects. The Company develops detailed 3D models for the deposits. Static and dynamic models of process flowsheets are developed to assess the impact of a particular circuit on the overall result with a higher reliability. OPERATIONAL RISKS 1. Geotechnical risks
Annual review 2022 www.polyus.com 30 Description & impact Key response measures Geotechnical risks relate to any rock mass instability that may cause fatality, infrastructure damage or interruption in mining. Mining at deeper pit levels implies a steadily increasing probability of critical deformations in the rock mass due to a greater pit volume and complexity of the subsurface conditions. Geotechnical risks may occur due to an insufficient understanding of the geotechnical and hydrogeological conditions of rock mass, or the failure to follow the operational procedures in mining. The Company continually: collects, processes and analyzes geotechnical data; updates structural geology and hydrogeological models of deposits under development, engaging international experts; designs mining operations based on the advanced numerical 3D modeling of pit slope stability; develops and improves the instrument-based pit slopes monitoring system for prompt identification of critical deformations; develops and implements design solutions for surface and ground water control in line international best practice; improves smooth blasting techniques to mitigate the negative impact of blasting on the rock mass; undertakes engineering of slope protection in hazardous areas; and performs geotechnical risks training and awareness sessions for operations personnel. 2. Functional and IT security failure at mill APCS, mining fleet ACS Description & impact Key response measures Operational efficiency largely depends on the APCS reliability and mining fleet ACS as the process automation intensifies. Risk may occur due to: software or network infrastructure failure; and deliberate actions of external or internal actors who might breach or cause damage to major infrastructure. The Company standardizes design, installation and assembly requirements as well as APCS service routines, and develops and improves plans for the restoration of mill APCS and mining fleet ACS after an emergency shutdown. Network infrastructure settings are regularly monitored and updated. Technical personnel receive regular training. Measures are taken to prevent unauthorized access to the equipment and software of the mill APCS and fleet management system. The business continuity plan is in place to prevent any disruption of critical IT infrastructure. Among other things, the APCS components production and supply market has been monitored in Russia and other countries. 3. Business interruption (mining business units)
Annual review 2022 www.polyus.com 31 Description & impact Key response measures Risk may occur due to non-compliance with operational procedures for process equipment, untimely repair and maintenance program, failure of electrical grid equipment, or low throughput efficiency of internal electrical grid infrastructure. To reduce the negative impact of this risk, the Company continuously: monitors technical conditions and operational modes of the main process equipment; develops methods and processes for managing equipment reliability, including the application of automated diagnostic and monitoring systems; continuously analyzes the reasons for process equipment shutdowns; updates and maintains sufficient emergency stock. In addition, the Company reviews the need to build new power facilities or reconstruct existing power facilities, manages their operational conditions, and performs timely maintenance on power supply facilities. The Company creates and maintains emergency systems for power generating capacity and power system redundancy. 4. Failure to meet supply chain management objectives Description & impact Key response measures Risk may occur due to late delivery of materials and equipment due to a breach of delivery agreements by vendors, the late provision of supply requirements by the buyer or lengthy procurement processes, the provision of poor quality materials by vendors, or logistics bottlenecks. Amid the current geopolitical environment, the Company is implementing a range of measures to ensure procurement of critical equipment and key materials. The Company carries out initiatives for ERP-based automation of procurement, supply, quality, warehousing and transport logistics management. As part of the risk management process, the Company additionally implemented: early engagement of Procurement, including at the feasibility study stage for investment projects; annual development and update of procurement strategies for key materials and works/services and the use of framework contracts to standardize the procurement of auxiliary equipment and materials; maintenance of the required level of reserve stock of materials and an emergency stock of spare parts; and annual updates of the lead time reference book and contractor selection time reference book. 5. Information security Description & impact Key response measures
Annual review 2022 www.polyus.com 32 Risk may occur due to violation of information security policies by Company employees or contractors, or as a result of the organization and execution of cyberattacks against the Company’s information assets, given the increasing intensity of external attacks against large companies’ IT resources in Russia and across the globe. Risk mitigation actions include: rollout of anti-targeted attack system; scale-up of information leakage prevention system; antivirus protection enhancement; identification and response to information security events. In addition, development of remote IT services makes it possible to enhance the network access control system, as well as to improve employee and contractor information security awareness. 6. Rising competition for qualified personnel, including technical experts Description & impact Key response measures Challenges in attracting qualified personnel are caused by the limited size of the Russian labor market and the skills gap in the Russian workforce (especially in technical professions). The Company focuses on building a management talent pipeline (maintaining a talent pool for key positions and developing middle and line management), enhancing building in-house expertise through targeted modular training programs, as well as improving corporate culture and employee engagement, including through maintaining and constantly improving high levels of technical professions. The Company adapts recruiting approaches, fosters cooperation with industry-specific educational institutions and develops comprehensive training and reskilling programs for blue-collar jobs. Comprehensive initiatives are additionally in place to improve organizational efficiency, including projects for enhancement of data management systems used by HR. 7. Failure to gain planned business benefits from business transformation projects Description & impact Key response measures The Company’s extensive pipeline of business transformation and digitalization projects focuses on the deep automation of production and management processes. Once these are rolled out, the process and organizational factors listed below may prevent the Company from promptly achieving business benefits: underperformance of some organizational transformations, designed to provide for success of business transformation solutions; and larger data volumes and more complex IT architecture require additional resources and competencies for further solution development and facilitation. Risk response measures include: control of the implementation of action plans for linearization and solution success; development of functional strategies to ensure the initiatives and the projects are in line with the Company strategy; establishment of Polyus Digital to ensure ongoing support and development of the implemented IT solutions; application of project business transformation procedures to improve the initiatives efficiency as part of functional strategy; and
Annual review 2022 www.polyus.com 33 development and implementation of measures as part of the Data Governance concept. 8. Delays and budget overruns on capital construction investment projects (projects in progress) Description & impact Key response measures Capital construction investment projects may run into delays and budget overruns due to changes in technical and/or technological solutions, changes in project content and scope during the project implementation, downsides of just-in-time construction procedures, and lack of planning data at early stages of the project lifecycle. Initiatives implemented to manage this risk include project optimization (identification of critical-path activities and optimization of activity schedules and resource requirements) as well as the implementation and continued improvement of project change management procedures, with ongoing tracking of progress against targets for key project parameters. Also, a methodology was introduced to assess the viability/acceptability of fast-tracking projects given the impact the change materiality has on project performance with due consideration of investment criteria (IRR) sensitivity. Project implementation readiness checklists were rolled out. The project readiness assessment methodology uses a risk-based approach to identified deviations and gaps to standards. 9. Low reliability of external power supply Description & impact Key response measures Risk may occur due to insufficient throughput capacities of external power grids and possible power deficit in the market. To improve the power supply reliability, the Company has taken key planned measures to ensure uninterrupted power supply to its existing operating assets. In addition, the Company continuously monitors the implementation of plans for grid power supply for its large-scale growth projects. FINANCIAL RISKS 1. Gold price decrease Description & impact Key response measures Gold price volatility may result in material adverse changes in the Company’s financial results. The Company continuously analyzes the sensitivity of its operations to price volatility. The strategy is developed with the use of a scenario-based approach, and the investment project portfolio is driven by project price sensitivity analysis. Moreover, the Company performs in-process control of surplus stock with regard to market trends. 2. Ensuring financial stability of the Company Description & impact Key response measures
Annual review 2022 www.polyus.com 34 The risk of a decrease in the short-term and medium-term financial stability of the Company due to the failure to meet production guidance, capital and operating cost overruns, or imposed restrictions on access to external financing. The Company constantly monitors the performance of the production plan indicators and analyzes the impact of variances from the plan on the financial stability of the Company, initiating response measures if necessary. A regular assessment of the implementation and/or changes in the investment program and operating costs is performed in order to respond to variances, including the application of budget limit adjustments. Continuous monitoring and analysis of external financing options, including assessment of potential debt instruments, interest rates, and the current debt portfolio of the Company, are performed to provide options for the diversification of debt obligations. If the planned operations are subject to any external restrictions, the Company regularly assesses the possibility of making adjustments in its planned activities and making changes to the investment program and operating costs in view of the stated strategic goals to minimize the impact of such constraints on the financial stability of the Company. 3. National currency appreciation Description & impact Key response measures The majority of the Company’s operating expenditure is incurred in Russian rubles. At the same time, the price of gold sales is tied to the US dollar. Therefore, the exchange rate of the Russian ruble to the US dollar may affect the Company’s revenue. Flexible financial planning and analysis of the impact variations in the national currency rate on the Company’s targets are used to monitor the exchange rate impact on the Company’s financial performance. The Company maintains a balanced debt portfolio with the majority of loans taken in US dollars. For debts in the national currency, derivative financial hedging instruments are used to reduce exposure to foreign exchange risk. For a short-term payment and currency position plan, a 30-day rolling liquidity forecast is used in the functional and payment currencies. LEGAL RISKS
Annual review 2022 www.polyus.com 35 1. Non-compliance with legal requirements and internal regulations for anti-corruption and AML/CFT/PWMD 6 Description & impact Key response measures The Company’s operations are exposed to risks associated with non-compliance with the requirements of applicable legislation (including extraterritorial legislation) on anti-corruption and AML/CFT/PWMD as well as abuse and corporate fraud. To mitigate these risks, the Company: monitors changes in anti-corruption laws and AML/CFT/PWMD legislation (on a monthly basis) and improves internal regulations and procedures (if needed); controls the completion of anti-corruption and AML/CFT/PWMD training by employees as well as signing of anti-corruption and AML/CFT/PWMD personal declarations; controls and regularly monitors high-risk activities and transactions (at the contract signing stage and during the payment process); performs background checks on applicants (for potential corruption risks and conflicts of interest); and maintains the effectiveness of the Security Hotline. The Company introduced and posted on its official website the following regulations: Supplier Code of Conduct Code of Corporate Ethics Anti-Corruption Compliance Policy, accommodating the provisions of the National Anti-Corruption Plan for 2021–2024. COUNTRY AND REGIONAL RISKS 1. Tax increase Description & impact Key response measures 6 Anti-Money Laundering / Counter-Financing Terrorism / Anti-Proliferation of Weapons of Mass Destruction Financing.
Annual review 2022 www.polyus.com 36 The Company fulfills its tax obligations in full and in a timely manner. However, potential amendments to tax and levy legislation or its application practices as well as inconsistency in statutory interpretation by tax payers and tax authorities may impact the Company’s financials. The Company continuously monitors changes in legislation and engages external advisors to mitigate this risk. Their scope of work includes working on possible complex scenarios where changes in legislation might impact the Company’s business, including MET specifics, international operations, transfer pricing, and new areas of legislation, proactive information gathering and the development of possible response measures. 2. Continued imposition of restrictive measures against the Russian Federation Description & impact Key response measures The fragile global situation may have an impact on the Company’s operations. There is a possibility that restrictions against the Russian Federation will be further extended, and new restrictions will be introduced by various countries as well as a risk of international suppliers and contractors losing ability to cooperate with the Company. The Company introduced procedures to continuously monitor potential exposure to the restrictive measures, enabling proactive responses to emerging changes in the sanctions regime. The Company has a compliance program in place, which enables Polyus to navigate through this ever-changing landscape of restrictions in order to mitigate the Company’s exposure to adverse effects these restrictions may have on the Company. The Company has a tailored response plan in the event of new restrictions. This includes but is not limited to: (1) identifying alternative suppliers; and (2) development of a continuity plan to prevent any disruption of critical IT infrastructure. 3. Inefficient government relations Description & impact Key response measures The requirements of applicable legislation presume flexibility in allocating state funds as well as in the provision of tax benefits and state subsidies for infrastructure creation and/or development. As a responsible subsoil user, the Company monitors compliance with the main requirements for subsoil use, conducts monthly monitoring of changes in legislation and legislative initiatives, and regularly interacts with government authorities, including on social and economic development of its regions of operation. An interagency working group on the Sukhoi Log project has been set up and includes the Company’s representatives (Order #835 of the Ministry of Industry and Trade of the Russian Federation dated 16 March 2021). The Company is a member of the working group on implementing the “regulatory guillotine” mechanism in environmental and natural resource management.
Annual review 2022 www.polyus.com 37 HSE AND ESG RISKS 7 1. Diseases, workplace injuries, and accidents Description & impact Key response measures Risk may occur due to employees’ failure to observe health and safety requirements as well as due to threats to the life and health of employees arising from factors related to operations. The Company continuously improves risk mitigation and control plans, including preventive measures to comply with HSE and road safety requirements, and regularly trains employees in safe ways of working. The Company controls the quality and timely provision of individual and collective protective equipment and provides equipment to ensure safe work. Audits are in place to check production sites for compliance with ISO 45001 and the integrated corporate HSE management system. The Company also initiated a project to further develop an HSE risk management system. Rollout of the anti-sleep drowsy driving prevention project is ongoing across the Company. A review of road safety culture was completed at business units. 2. Human rights risks in operations Description & impact Key response measures In line with the human rights impact assessment (HRIA) methodology, the Company’s operations may be exposed to some risks associated with human rights violations: non-compliance with occupational health and safety requirements by the Company’s personnel and its contractors; gender, racial, ethnicity-based, and other discrimination; the use of forced labor; lack of access to health care; inadequate grievance mechanism for third parties; and The Company is committed to streamlining the processes of mitigating and controlling human rights risk factors via exercising human rights due diligence and undertaking measures aimed at stricter compliance with the UN Guiding Principles on Business and Human Rights and industry best practice. The Company plans and implements initiatives to reduce occupational injury risks, quality and prompt feedback control, human rights training courses for employees, regular interaction, and internal communication as well as communication with 7 HSE – Health, Safety, and Environment; ESG – Environmental, Social, and Governance.
Annual review 2022 www.polyus.com 38 human rights impact through soil and land degradation following mine closure. external stakeholders to ensure the protection and observance of human rights across the Company. 3. Negative impact on the environment Description & impact Key response measures The Company’s operations are monitored and regulated by environment protection authorities as they can potentially cause damage to the environment, flora, and fauna. The Company complies with all requirements of Russian legislation and applicable international environmental laws. It assesses the impact of its business on the environment and society by identifying potential environmental risks at all stages of its projects – from design to disturbed land reclamation. 4. Climate risk Description & impact Key response measures The Company acknowledges the significance of the effects of climate change and actively develops climate change mitigation and adaptation measures. The Company’s operations are exposed to climate risks, including physical and transition risks. Although risk assessments have shown no critical impact on the Company’s operations from any of the risk factors at the moment, the following physical risks identified by the TCFD framework were determined to be the most significant risk factors on a five-year horizon: shifts in precipitation patterns (higher precipitation levels) in the cold season, resulting in higher water levels in rivers during the flood season, and greater fire hazards (spread of forest fires to industrial buildings and structures). Shifts in precipitation patterns in the cold season may have a significant impact on the Company’s business processes, starting in the short term with an upward trend until 2050. At the same time, depending on the climate scenario, the most significant physical risks on the 2050 horizon include change in the number of days with extremely low temperatures and an increase in extreme wind gusts. Climate-related transition risks for the Company are primarily related to changes in international and national laws, including carbon regulation and quotas, leading to higher charges for exceeding regulatory greenhouse gas emission limits. In August 2022, the Company’s Board of Directors approved a Climate Strategy which sets medium- and long-term goals for reducing greenhouse gas emissions and identifies measures to promote decarbonization. The Strategy aims to reduce Scope 1 and 2 emission intensity to 40%–50% of a 2020 baseline by 2032 and achieve carbon neutrality by 2050. The Strategy includes an assessment of climate risks under three scenarios (average global surface temperature rise by 2.6, 4.5, or 8.5 degrees Celsius by 2100) for all production business units. In 2022, the Company not only assessed its climate risks but also began developing action plans at the business unit level, including an assessment of the necessary resources, to mitigate the impacts of physical and transition risks affecting the continuity of the Company’s operations. In order to manage transition risks, the Company continuously monitors changes in national and international climate laws to ensure timely compliance of its corporate and production processes with new requirements. For instance, the Company has introduced carbon reporting for operations whose emissions exceeded 150 kt of CO2-e in 2022 to prepare for the required disclosure in 2023 pursuant to Order #300 of the Russian Ministry of Natural Resources and Environment, On Approval of Recommended Practices and Guidelines for Measurement of GHG Emissions by Business and Other Entities Operating in the Russian Federation. More information is available here: https://polyus.com/upload/iblock/594/climate- strategy_eng.pdf
Annual review 2022 39 www.polyus.com Operational review Health and safety In 2022, Polyus kept all anti-COVID measures in place, holding the spread of the virus in check to make sure the pandemic had no further impact on the continuity of our operations. The COVID- 19 vaccination/revaccination and the flu vaccination campaigns were launched, achieving an overall vaccination rate of 74.9% across the Company by year-end. 8 Polyus received an award for the national Best Occupational Health Management Systems 2022 competition arranged by the Russian Ministry of Labor and Social Protection. Tailings management In 2022, Polyus published a special report on the safety of tailings storage facilities with detailed information on all facilities, including hydraulic structures, according to the Global Industry Standard on Tailings Management (GISTM). This is the first detailed report produced by a Russian company issued in line with the Global Standard. For more information, see the Report at https://sustainability.polyus.com/upload/files/blog_en_files/Report_on_TSF_2022_for%20web site.pdf Currently, the Company operates 12 tailings storage facilities, which all comply with the national safety requirements for hydraulic structures. Polyus intends to disclose information on tailings storage facilities by publishing reports as new material information becomes available. Production Polyus produced 2,568 thousand ounces of doré gold in 2022. Total gold output was 2,541 thousand ounces, down 6% year-on-year. The decrease was primarily due to lower production of refined gold at Olimpiada due to temporary decline in grades in ore processed, as well as an anticipated decrease in head grades at Blagodatnoye and Natalka. Polyus anticipates gold production for the full year of 2023 to reside within the range of 2.8 - 2.9 million ounces. The year-on-year increase in production is expected to be mainly driven by higher grades in ore processed at Olimpiada since Polyus will be mining rich gold-bearing zones of the Vostochny pit. Current status of growth projects Polyus continues development of its previously announced brownfield projects, including Mill 5 construction at Blagodatnoye, which is anticipated to be completed in 2025. 8 As of 30 December 2022.
Annual review 2022 40 www.polyus.com In addition to the existing project pipeline, Polyus commenced three new brownfield initiatives: Throughput capacity expansion at Kuranakh’s existing heap leaching facilities aimed at increasing capacity from 1.5 million tonnes per annum to 5.0 million tonnes per annum starting from 2025 Construction of new 12.5 million tonnes per annum heap leaching facilities at Kuranakh with a scheduled launch in 2026 and the full ramp-up by 2028 Introduction of a flotation circuit at Natalka by 2025 The above projects are expected to add 0.3–0.4 million ounces of incremental gold volumes per annum to the group’s gold production on the horizon of 3–5 years. Sukhoi Log Polyus is proceeding with a Bankable Feasibility Study (BFS) at our flagship project Sukhoi Log. In 2022, the Company progressed with the construction project of the Vitim substation and 220-kV gridline which are within the Polyus project scope for the technical connection of Sukhoi Log to the existing power grid. Polyus has also completed a detailed instrumental survey of bridges and roads on the Taksimo – Sukhoi Log route. This exercise is required for the construction and operation of the Sukhoi Log external infrastructure. In addition, Polyus has completed the drafting of the project design documentation for the warehousing storage capacity expansion at Taksimo Yard and started preparing for construction works. Chulbatkan In 2022, Polyus acquired a 100% stake in the Chulbatkan gold deposit. Chulbatkan is a high-grade greenfield project located in the Khabarovsk Territory of the Russian Far East. Conducted engineering studies envisage the operation as an open pit mine with heap leach processing. Based on the latest Canadian Institute of Mining, Metallurgy and Petroleum (CIM) estimates, Chulbatkan’s Probable Gold Reserves stand at 56,497 thousand tonnes containing 2,964 thousand ounces of gold at an ore grade of 1.6 g/t. Polyus’ technical team will thoroughly review the key outcomes of previous studies on the project and will proceed with the development of the Feasibility Study.
Annual review 2022 41 www.polyus.com Consolidated operating results 2022 2021 Y-o-Y Olimpiada 959.7 1,082.9 -11% Blagodatnoye 387.8 430.3 -10% Natalka 444.7 503.3 -12% Verninskoye 296.1 292.2 1% Kuranakh 239.4 237.8 1% Alluvials 129.9 141.1 -8% Refined gold output, koz 2,457.6 2,687.6 -9% Flotation concentrate production, t 30,420 15,377 98% Antimony in flotation concentrate, t 4,391 2,499 76% Gold in flotation concentrate, koz 83.7 29.8 - Gold payable in concentrate, koz 70.5 22.8 - Total gold output, koz 2,541.3 2,717.4 -6% Rock moved, kt 369,588 351,690 5% Stripping ratio, t/t 4.9 4.2 17% Ore mined, kt 62,333 67,321 -7% Ore processed, kt 48,319 47,895 1% Recovery rate, % 81.8% 82.7% -0.9 ppts Total doré & slime gold output, koz 2,568.0 2,736.4 -6% HIGHLIGHTS Total gold output in 2022 totaled 2,541 thousand ounces, down 6% driven by lower production of refined gold at Olimpiada mainly due to a temporary decline in head grades in ore processed. The Company’s management intentionally decided to downscale excavation volumes versus the initial mining calendar accounting for elevated risks of potential disruptions in supply chains for spare parts and mining equipment. This led to a delayed access to high-grade zones of the ore body. An anticipated decrease in head grades at Blagodatnoye and Natalka also contributed to the overall decline in total gold output. Rock moved grew to 369,588 thousand tonnes. Volumes of ore mined amounted to 62,333 thousand tonnes, down 7% year-on-year, due to lower ore volumes at Blagodatnoye, Natalka and Verninskoye. This was partially offset by higher volumes of ore mined at Olimpiada. Volumes of ore processed amounted to 48,319 thousand tonnes, remaining almost flat on the previous year. Recovery rate decreased to 81.8%, compared to 82.7% in 2021, mainly due to lower head grades. In 2022, the Company sold a total of 2,423 thousand ounces of gold, down 11% from the prior year. A difference between sales and the total gold output mainly reflects the accumulation of gold contained in concentrate produced in the fourth quarter of 2022.
Annual review 2022 42 www.polyus.com Olimpiada Location Krasnoyarsk Territory Commissioned 1996 Mining/processing type Open-pit, gravity, flotation, biooxidation Processing capacity Three mills with a total capacity of over 15 million tonnes per annum 2022 2021 Y-o-Y Rock moved, kt 136,872 135,927 1% incl. stripping, kt 117,556 124,136 -5% Stripping ratio, t/t 6.1 10.5 -42% Ore mined, kt 19,316 11,791 64% Average grade in ore mined, g/t 2.51 2.80 -10% Ore processed, kt 15,189 15,061 1% Average grade in ore processed, g/t 2.77 3.00 -8% Recovery rate, % 82.1% 84.0% 1.9 ppts Doré gold, koz 1,052.2 1,112.8 -5% Refined gold output, koz 959.7 1,082.8 -11% Flotation concentrate production, t 30,420 15,377 98% Antimony in flotation concentrate, t 4,391 2,499 76% Gold contained in concentrate, koz 83.7 29.8 - Total gold output, koz 1,043.4 1,112.7 -6% In 2022, doré gold output amounted to 1,052 thousand ounces, down 5% compared to 2021, reflecting lower grades in ore processed. Total gold output declined 6% year-on-year to 1,043 thousand ounces. Flotation concentrate output almost doubled year-on-year to 30 thousand tonnes, with volumes of gold contained in flotation concentrate amounting to 83.7 thousand ounces, driven by an increase in processed volumes of high-grade antimony-rich ore at Olimpiada. In 2022, volumes of ore mined amounted to 19,316 thousand tonnes, a 64% increase compared to 2021. In line with the sequence of mining works, the average grade in ore mined in 2022 stood at 2.51 g/t. Volumes of ore processed remained broadly flat year-on-year at 15,189 thousand tonnes. The average grades in ore processed declined 8% year-on-year to 2.77 g/t, reflecting lower average grades in ore mined during the reporting year. Recovery rate amounted to 82.1%, compared to 84.0% in 2021. In 2022, the Company proceeded with a number of initiatives aimed at stabilizing the current processing parameters at 15.0 million tonnes per annum, including the start of an additional flotation concentrate thickener. At the BIO complex, Polyus has improved its efficiency by launching four additional reactors at BIO-2.
Annual review 2022 43 www.polyus.com ESG case study Polyus contributed to the popularization of geology in Krasnoyarsk: two geology museums received support with the exhibition projects, and a new city park dedicated to geologists was opened. In Krasnoyarsk, the Geology Museum of Central Siberia (GEOS) opened the Gold is Nearby exhibition, which was organized by Polyus together with the Polytechnic Museum. Polyus funded the renovation of a GEOS exhibition hall, to coincide with the event.
Annual review 2022 44 www.polyus.com Natalka Location Magadan Region Commissioned 2018 Mining/processing type Open-pit, gravity, flash flotation, cyanide leaching Processing capacity One mill with a capacity of over 12 million tonnes per annum 2022 2021 Y-o-Y Total rock moved, kt 79,685 71,555 11% incl. stripping, kt 62,291 48,323 29% Stripping ratio, t/t 3.6 2.1 71% Ore mined, kt 17,394 23,232 -25% Average grade in ore mined, g/t 1.16 1.35 -14% Ore processed, kt 12,427 12,387 0% Average grade in ore processed, g/t 1.61 1.77 -9% Recovery rate, % 72.1% 72.0% 0.1 ppts Doré gold, koz 460.5 512.9 -10% Refined gold output, koz 444.7 503.3 -12% In 2022, refined gold output was down 12% year-on-year to 445 thousand ounces, while doré gold output declined 10% year-on-year to 461 thousand ounces. This decrease was attributable to lower average grades in ore processed. In the reporting period, Polyus increased volumes of rock moved by 11% year-on-year to 79,685 thousand tonnes, as a result of an increase in mining fleet operating on-site. Over the course of 2022, the Company intensified its stripping activities and started ore mining at the low-grade areas of the second stage of the pit. This resulted in a decrease in the average grades in ore mined to 1.16 g/t. Volumes of ore mined amounted to 17,394 thousand tonnes, down 25% year-on- year. The Natalka mill reached its targeted hourly throughput rate of 1,550 t/h and is currently running at an annualized capacity of 12.5 million tonnes per annum. Average grades in ore processed declined 9% year-on-year to 1.61 g/t due to lower grades in ore mined. Despite a decrease in head grades, recovery rate remained broadly flat at 72.1% in 2022. Polyus continues implementing the operational initiatives targeted at recovery rate maximization. These initiatives included calibration of processing parameters of the flash flotation circuit, improvement of the ball loading at both the SAG and ball mills and selection of appropriate parameters for the SAG mill discharge grates. Additionally, Polyus introduced a flotation circuit at Natalka, which is expected to increase Natalka’s recovery rate by ca. 6% and provide additional flexibility for processing circuit in case of fluctuations in ore’s chemical composition. Flotation circuit is scheduled to launch by 2025, with the expected growth in gold output by 25-45 koz per annum.
Annual review 2022 45 www.polyus.com ESG case study Around 80 school students attended career guidance events arranged by Polyus Magadan. The speakers provided an overview of mineral resources and popular professions in today’s gold mining industry. In addition, school students learned more about Polyus’ overall business, geography, structure, corporate programs, and values.
Annual review 2022 46 www.polyus.com Blagodatnoye Location Krasnoyarsk Territory Commissioned 2010 Mining/processing type Open-pit, gravity, flotation, cyanide leaching Processing capacity One mill with a capacity of over 9 million tonnes per annum 2022 2021 Y-o-Y Total rock moved, kt 79,415 78,306 1% incl. stripping, kt 68,275 59,245 15% Stripping ratio, t/t 6.1 3.1 97% Ore mined, kt 11,140 19,061 -42% Average grade in ore mined, g/t 1.19 1.35 -12% Ore processed, kt 9,034 9,017 0% Average grade in ore processed, g/t 1.54 1.75 -12% Recovery rate, % 86.3% 86.8% -0.5 ppts Doré gold, koz 382.4 438.9 -13% Refined gold output, koz 387.8 430.3 -10% Doré gold output declined 13% year-on-year to 382 thousand ounces, and refined gold output stood at 388 thousand ounces, down 10% year-on-year. The decline was driven by lower average grades in ore processed. Volumes of ore mined amounted to 11,140 thousand tonnes. The average grades in ore mined stood at 1.19 g/t, down 12% compared to 2021, as the Company had completed mining activities at the second stage of the pit, while operations at the third stage are associated with mining at lower-grade zones. Volumes of ore processed remained broadly flat year-on-year at 9.0 million tonnes. Following a decline in grades in ore mined, head grades decreased to 1.54 g/t in 2022. Mill 5 Polyus is on track with the project implementation. The Company expects to launch Mill 5 in 2025. In 2022, Polyus completed the shift camp construction and closing of a thermal envelope of the buildings. Major parts of the foundation works for an in-pit crushing and conveying (IPCC) system were completed during 2022. Polyus has also finished the installation of the SAG mill and desorption circuit equipment. The construction of the Yenashimo River bridge was finalized, and the bridge is now operational.
Annual review 2022 47 www.polyus.com Verninskoye Location Irkutsk Region Commissioned 2011 Mining/processing type Open-pit, gravity, flotation, cyanide leaching Processing capacity One mill with a capacity of 3.8 million tonnes per annum 2022 2021 Y-o-Y Total rock moved, kt 34,690 33,073 5% incl. stripping, kt 30,460 28,291 8% Stripping ratio, t/t 7.20 5.9 22% Ore mined, kt 4,230 4,782 -12% Average grade in ore mined, g/t 2.39 2.22 8% Ore processed, kt 3,902 3,608 8% Average grade in ore processed, g/t 2.63 2.82 -7% Recovery rate, % 89.9% 90.0% -0.1 ppts Doré gold, koz 298.0 294.6 1% Refined gold output, koz 296.1 292.2 1% Over the course of 2022, both refined gold output and doré gold output increased 1% to 296 thousand ounces and 298 thousand ounces, respectively. This increase was driven by higher volumes of ore processed, which compensated for a decrease in the grade in ore processed. In the reporting period, volumes of rock moved amounted to 34,690 thousand tonnes, a 5% increase compared to 2021. This increase was driven by the improved performance of excavators operating on-site and the procurement of additional mining equipment. In line with the mining plan, volumes of ore mined decreased 12% year-on-year and amounted to 4,230 thousand tonnes, while the average grades in ore mined rose to 2.39 g/t. In 2022, volumes of ore processed amounted to 3,902 thousand tonnes, an 8% increase on the previous year. This growth reflects the improved hourly throughput of the mill, which stood at a new historical high of 468 t/h, as well as the implementation of operational enhancements resulting in less maintenance downtime related to the SAG mill relining. Head grades declined to 2.63 g/t, due to a reduced portion of high-grade material in ore mined in 2022. Despite a 7% decline in grades in ore processed, recovery rate decreased just 0.1 ppts to 89.9% on a year-on-year basis. This reflects the implementation of operational initiatives, including the installation of a new desorber and improved performance of intensive leaching reactors. ESG case study Polyus financed the arrangement of an off-site visit to the Bodaibo cancer detection center in the Irkutsk Region. Over 700 people had medical consultations with Irkutsk specialists.
Annual review 2022 48 www.polyus.com Kuranakh Location Republic of Sakha (Yakutia) Commissioned 1965 Mining/processing type Open-pit, cyanide leaching, heap leaching Processing capacity One mill with a capacity of over 6 million tonnes per annum and a heap leaching facility with a capacity of 1.5 million tonnes per annum 2022 2021 Y-o-Y Total rock moved, kt 38,926 32,829 19% incl. stripping, kt 28,673 24,374 18% Stripping ratio, t/t 2.8 2.9 -3% Ore mined, kt 10,253 8,455 21% Average grade in ore mined, g/t 1.05 1.07 -2% Total ore processed, kt 7,767 7,822 -1% Mill Ore processed, kt 6,112 6,034 1% Average grade in ore processed, g/t 1.23 1.21 2% Recovery rate, % 88.7% 88.7% 0.0 ppts Doré gold, koz 214.7 207.3 4% Heap leaching Ore processed, kt 1,655 1,788 -7% Average grade in ore processed, g/t 0.79 0.68 16% Recovery rate, % 72.3% 72.3% 0.0 ppts Doré gold, koz 30.3 28.8 5% Total doré gold, koz 245.0 236.1 4% Refined gold output, koz 239.4 237.8 1% In 2022, doré gold output went up 4% to 245 thousand ounces, and refined gold output reached 239 thousand ounces. This increase was driven by higher head grades. Polyus increased volumes of rock moved to 38,926 thousand tonnes, up 19% on the previous year. Following the intensification of mining works, the volumes of ore mined went up 21% year- on-year and amounted to 10,253 thousand tonnes. The average grades in ore mined declined to 1.05 g/t. In the reporting period, volumes of ore processed at the Kuranakh mill amounted to 6,112 thousand tonnes, up 1% compared to 2021. Average grades in ore processed stood at 1.23 g/t. The Company is making progress on its project to expand the throughput capacity at the Kuranakh mill to 7.5 million tonnes per annum. Some long-lead pieces of equipment and components for the ball mill have already been delivered to the site. Polyus has also completed construction works at thickeners, installed 16 sorption columns for resin-in-pulp expansion, and commissioned new compressor stations in 2022. In 2023, Polyus introduced expansion of the
Annual review 2022 49 www.polyus.com existing heap leaching facility from 1.5 mtpa to 5.0.mtpa by 2025, as well as started engineering and preconstruction works at the new 12.5 mtpa heap leaching facility with the phased launch in 2026 (at 6.25 mtpa) and the full ramp-up by 2028. As a result of the projects' implementation, gold output is expected to increase by 275-320 koz per annum. ESG case study Polyus held a theater festival in the Republic of Sakha (Yakutia) on 2-8 June, which was visited by about 4,000 people. The festival is aimed to support the unique culture of Yakut people. It also featured a modern art exhibition from the Moscow Museum of Modern Art.
Annual review 2022 50 www.polyus.com Alluvials Location Irkutsk Region Mining/processing type Sand washing Processing capacity 9.8 million m 3 per annum 2022 2021 Y-o-Y Sands washed, ’000 m³ 8,819 9,616 -8% Average grade, g/m³ 0.46 0.46 0% Gold in slime, koz 129.9 141.1 -8% Refined gold output, koz 129.9 141.1 -8% In 2022, both gold in slime production and refined gold output decreased 8% year-on-year to 130 thousand ounces. This decline was due to lower volumes of sands washed, compliant with the plan. ESG case study Polyus and Irkutsk National Research Technical University launched the first Eco-Hackathon for students who are looking to contribute to protecting the environment in their home region.
Annual review 2022 51 www.polyus.com Sukhoi Log Location Irkutsk Region JORC resources 67 million ounces Grade in resources 1.9 grams per tonne Planned mining/processing type Open-pit, gravity, flotation, cyanide leaching Planned processing capacity 9 One mill with a capacity of around 33.2 million tonnes per annum Life of mine 10 16 years Planned TCC 11 $390 per ounce Average annual LoM production volumes estimation 12 2.3 moz Initial construction capex 13 $3.3 billion Sukhoi Log is the largest gold deposit in Russia and one of the largest greenfield assets globally by Ore Reserves. Polyus obtained the license for the Sukhoi Log deposit in 2017. In the reporting period, the Company completed a general layout of the project and is progressing on the design documents for the auxiliary infrastructure (roads, internal gridlines, and other essential facilities). The list of facilities scheduled for construction in 2023 has been drawn up and approved. Due to the current geopolitical environment, the Company postponed the Bankable Feasibility Study completion. As the Company discontinued working with a few international processing equipment manufacturers, Polyus has already identified alternative suppliers for the project. The Polyus engineering team is now proceeding with amendments to the initial project design with a focus on the mill reconfiguration, including the redesign of the mill’s building and foundation, taking into account the updated equipment list. Company expects to provide the update on Sukhoi Log developments in 2023. 9 Based on the Pre-Feasibility Study. 10 By JORC reserves. 11 Average LoM TCC as per the Pre-Feasibility Study. 12 As per a JORC reserve estimate. 13 Based on the Pre-Feasibility Study.
Annual review 2022 52 www.polyus.com Ore Reserves and Mineral Resources This review only reflects depletion of Ore Reserve and Mineral Resource estimates due to mining and changes to stockpile inventories. Polyus continues on-going drilling and research programs, which are expected to result in updated resource models, mine plans and production schedules once the results of those programs are available. As at 31 December 2022, the Company’s total Proved and Probable Ore Reserves are estimated at 97 million ounces of gold. As at 31 December 2022, the Company’s total Measured, Indicated, and Inferred Mineral Resources are estimated at 196 million ounces of gold. Ore Reserves Highlights Polyus’ Ore Reserves are estimated at 1,614 million tonnes at 1.9 g/t gold for 97 million ounces of gold, as summarized in the Table below, compared to 1,681 million tonnes at 1,9 g/t gold for 101 million ounces of gold as at 31 December 2021. 54% of the Company’s estimated Ore Reserves of gold are located within its operating mines: o Polyus Krasnoyarsk has the largest share of the Company’s estimated Ore Reserves, with 19 million ounces gold at Olimpiada and 11 million ounces gold at Blagodatnoye. o Natalka has estimated Ore Reserves of 13 million ounces gold. o Kuranakh, Verninskoye, and Lenzoloto Alluvials have estimated Ore Reserves of 5.7 million ounces, 3.9 million ounces, and 0.33 million ounces of gold respectively. 41% of the Company’s estimated Ore Reserves are attributable to Polyus’ key greenfield project, Sukhoi Log. The average gold grade in the Company’s estimated Ore Reserve stands at 1.9 g/t. o Approximately 1,397 million tonnes of Ore Reserve, containing 91 million ounces of gold out of the total 97 million ounces, are expected to be mined by conventional open pit truck-and-shovel or underground mining methods at an average gold grade of 2.0 g/t. o The remaining Ore Reserve totalling 217 million tonnes is lower grade and stored in the stockpiles, or is in situ at the Alluvials operations and yet to be mined. Mineral Resources Highlights Polyus’ Mineral Resources are estimated at 3,450 million tonnes at 1.8 g/t gold and containing 196 million ounces of gold, as summarized in the Table below, compared to 3,517 million tonnes at 1.8 g/t gold and containing 200 million ounces of gold as at 31 December 2021. 59% of the Company’s estimated Mineral Resources are attributable to operating mines: o Olimpiada has estimated Mineral Resources of 46 million ounces of gold. o Natalka has estimated Mineral Resources of 30 million ounces of gold. o Blagodatnoye has estimated Mineral Resources of 16 million ounces of gold. o Verninskoye and Kuranakh have estimated Mineral Resources of 14 million ounces, and 10.4 million ounces of gold respectively.
Annual review 2022 53 www.polyus.com Exploration Highlights Polyus has completed its deep levels exploration drilling program at Olimpiada and now proceeds with assessment of drilling program results and preparation of associated studies. At Blagodatnoye, Polyus continues drilling activities at deep levels and at flanks of the mineralised zone. Studies to incorporate the results of these drilling activities will follow. Polyus has initiated additional exploration of Natalka’s deep levels. The total amount of drilling between 2023 and 2025 is expected to exceed 50 kilometres. At Kuranakh, Polyus is progressing with a comprehensive exploration program. The total amount of drilling between 2022 and 2025 is expected to exceed 300 kilometres. At Sukhoi Log, Polyus has completed its deep-level and flank exploration drilling campaign and is currently proceeding with studies. In 2023, the Company intends to continue in-fill drilling within the area of expected mining during the first years of operations. At Panimba, Polyus has started in-fill drilling within the area of expected mining during the first years of operations. Ore Reserve and Mineral Resource Estimates The Company’s Ore Reserve and Mineral Resource estimates are summarized in the Tables below. The effective date for the estimates is 31 December 2022, and there is no material change to the criteria considered in the estimates of 31 December 2021, apart from mining depletion for 2022. As a result, there is no requirement to update the JORC Code Checklist of Assessment Criteria (Table 1) summaries published by the Company in the Annual Review released on 29 April 2022 14 . Polyus Ore Reserve Estimate as at 31 December 2022 15,16 Proved Probable Total Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz Mines in Operation Olimpiada 15 1.9 0.9 202 2.8 18.4 218 2.8 19.3 Blagodatnoye 82 0.8 2.0 186 1.5 8.8 268 1.3 10.8 Verninskoye 18 1.3 0.7 60 1.6 3.2 78 1.6 3.9 14 Table 1 summaries published in the Polyus Annual Review of 29 April 2022: https://polyus.com/upload/iblock/65d/polyusgold_ar21_eng_interactive.pdf 15 Any minor discrepancies for sums in the table are related to rounding. 16 Gold price assumptions: - US$1,350/oz for those deposits where new mining studies were conducted during 2020 (Blagodatnoe, Kuranakh, Verninskoye, Sukhoi Log, and Panimba); - US$1,250/oz for Olimpiada, Titimukhta, Natalka, Alluvials, and Chertovo Koryto.
Annual review 2022 54 www.polyus.com Alluvials 17 0 0.0 0.0 16 0.6 0.33 16 0.6 0.33 Kuranakh 0 0.0 0.0 184 1.0 5.7 184 1.0 5.7 Natalka 93 1.5 4.5 139 1.8 8.0 232 1.7 12.6 Development and Exploration Projects Titimukhta 5 1.6 0.3 6 3.1 0.6 12 2.4 0.9 Sukhoi Log 0 0.0 0.0 540 2.3 40 540 2.3 40 Panimba 0 0.0 0.0 6 1.9 0.35 6 1.9 0.35 Chertovo Koryto 0 0,0 0.0 62 1.5 3.1 62 1.5 3.1 Total 214 1.2 8.5 1,401 2.0 88.3 1,614 1.9 97 For comparison, the Company’s reported Ore Reserve estimate as at 31 December 2021 was 1,681 Mt grading 1.9 g/t and containing 101 Moz of gold. The changes in the estimates from 2021 to 2022 are due to depletion by mining and changes to stockpile inventories due to additions from mining and reclaim for processing. Comparison of Polyus Ore Reserve Estimates as at 31 December 2022 and as at 31 December 2021 Total Ore Reserves 2021 Total Ore Reserves 2022 Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz Mines in Operation Olimpiada 239 2.8 21 218 2.8 19.3 Blagodatnoye 276 1.3 11 268 1.3 10.8 Verninskoye 80 1.6 4.2 78 1.6 3.9 Alluvials 30 0.45 0.43 16 0.6 0.33 Kuranakh 191 1.0 6.0 184 1.0 5.7 Natalka 246 1.7 13 232 1.7 12.6 Development and Exploration Projects Titimukhta 12 2.4 0.9 12 2.4 0.9 Sukhoi Log 540 2.3 40 540 2.3 40 Panimba 5.7 1.9 0.35 5.7 1.9 0.35 Chertovo Koryto 62 1.5 3.1 62 1.5 3.1 Total 1,681 1.9 101 1,614 1.9 97 Polyus Mineral Resource Estimate as at 31 December 2022 18,19,20 Measured Indicated Inferred Total Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz 17 For the Alluvials, cubic metres (m 3 ) have been converted to tonnages using the general bulk density factor of 1.85 t/m 3 strictly for the purpose of the summary accumulations. Gold grades have been adjusted from g/m 3 to g/t accordingly. Contained gold estimates are not affected. 18 The estimates for all deposits are presented on a 100% ownership basis. 19 Any minor discrepancies for sums in the table are related to rounding. 20 Gold price assumptions: - US$1,650/oz for deposits with new resource models in 2020 (Verninskoye, Blagodatnoe, Kuranakh, Sukhoi Log, Panimba, and Razdolinskoe); - US$1,500/oz for Olimpiada, Natalka, Chertovo Koryto. Bamskoe, Medvezhiy.
Annual review 2022 55 www.polyus.com Mines in Operation Olimpiada 15 1.9 0.9 273 2.9 25 207 2.9 19 495 2.9 46 Blagodatnoye 82 0.77 2.0 245 1.5 11 60 1.3 2.6 387 1.3 16 Verninskoye 17 1.3 0.71 210 1.5 10 47 1.9 2.8 275 1.6 14 Alluvials 21 0 0.0 0 154 0.16 0.8 28 0.36 0.32 181 0.19 1.1 Kuranakh 0 0 0 217 1.0 7 106 1.0 3 323 1.0 10.4 Natalka 100 1.7 5.3 255 1.9 15 146 2.1 9.8 501 1.9 30 Development and Exploration Projects Titimukhta 5.3 1.6 0.27 6.1 3.3 0.65 0.33 1.4 0.01 12 2.5 0.92 Sukhoi Log 0 0.0 0 668 2.1 46 441 1.5 21 1,110 1.9 67 Panimba 0 0.0 0 10 2.0 0.63 12 1.8 0.71 22 1.9 1.3 Razdolinskoe 22 0 0.0 0 35 2.7 3.1 8.4 3.2 0.86 44 2.8 4.0 Chertovo Koryto 0 0.0 0 67 1.5 3.3 7.8 1.3 0.33 75 1.5 3.6 Bamskoye 0 0.0 0 15 1.8 0.87 5.1 1.6 0.26 20 1.8 1.1 Medvezhiy 0 0.0 0 0 0.0 0 6.5 1.8 0.38 6.5 1.8 0.38 Total 220 1.3 9 2,153 1.8 124 1,076 1.8 63 3,450 1.8 196 Note that the Measured and Indicated Mineral Resources are inclusive of those Mineral Resources modified to produce the Ore Reserves estimates. For comparison, the Company’s reported Mineral Resource estimate as at 31 December 2021 was 3,517 Mt grading 1.8 g/t and containing 200 Moz of gold. The changes in the estimates from 2021 to 2022 are due to depletion by mining and changes to stockpile inventories due to additions from mining and reclaim for processing. Comparison of Polyus Mineral Resources Estimates as at 31 December 2022 and as at 31 December 2021 Total Mineral Resources 2021 Total Mineral Resources 2022 Tonnes, Mt Gold Grade, g/t Gold, Moz Tonnes, Mt Gold Grade, g/t Gold, Moz Mines in Operation Olimpiada 513 2.9 48 495 2.9 46 Blagodatnoye 394 1.3 17 387 1.3 16 Verninskoye 277 1.6 14 275 1.6 14 Alluvials 197 0.20 1.3 181 0.19 1.1 Kuranakh 334 1.0 11 323 1.0 10.4 Natalka 513 1.9 31 501 1.9 30 Development and Exploration Projects Titimukhta 12 2.5 0.92 12 2.5 0.92 Sukhoi Log 1,110 1.9 67 1,110 1.9 67 Panimba 22 1.9 1.3 22 1.9 1.3 Razdolinskoe 44 2.8 4.0 44 2.8 4.0 21 For the Alluvials, cubic metres (m 3 ) have been converted to tonnages using the general bulk density factor of 1.85 t/m 3 strictly for the purpose of the summary accumulations. Gold grades have been adjusted from g/m 3 to g/t accordingly. Contained gold estimates are not affected. 22 Measured, Indicated and Inferred Mineral Resources 2020 estimate for Razdolinskoe includes estimates for Svetloe, Zmeinoe, Antoninovskoe, and Poputninskoe deposits.
Annual review 2022 56 www.polyus.com Chertovo Koryto 75 1.5 3.6 75 1.5 3.6 Bamskoe 20 1.8 1.1 20 1.8 1.1 Medvezhiy 6.5 1.8 0.38 6.5 1.8 0.38 Total 3,517 1.8 200 3,450 1.8 196 Competent Persons The Ore Reserve and Mineral Resource estimates are classified and reported according to the JORC Code 2012 requirements. The Competent Persons verify that this report of estimates is based on and fairly and accurately reflects in the form and context in which it appears, the information in supporting documentation relating to Ore Reserves and Mineral Resources. All material assumptions and technical parameters underpinning the estimates in the announcement have been reported previously, have not materially changed, and continue to apply. The Competent Persons responsible for each estimate of Ore Reserves and Mineral Resources are: Mr. Alexander Taskaev, NMC Principal Mining Engineer (Olimpiada, Blagodatnoye, Kuranakh, Titimukhta, Panimba, and their Stockpile Ore Reserve estimates); Mr. Ruslan Sevostianov, NMC Principal Mining Engineer (Natalka, Verninskoye, Alluvials, Sukhoi Log, Chertovo Koryto, and their Stockpile Ore Reserve estimates); Mr. Andrey Tsoy, NMC Principal Resource Geologist (Olimpiada, Blagodatnoye, Kuranakh, Titimukhta, Panimba, Razdolinskoe, and their Stockpile Mineral Resource estimates); Mr. Vladimir Danilov, NMC Associate, Principal Resource Geologist (Natalka, Verninskoye, Alluvials, Sukhoi Log, Chertovo Koryto, Bamskoye, Medvezhiy, and their Stockpile Mineral Resource estimates). All Competent Persons are Members of the Australasian Institute of Mining and Metallurgy (AusIMM) or other approved Recognized Professional Organisations and have sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity which is being undertaken to qualify as a Competent Persons as defined in the JORC Code 2012. In reporting the Mineral Resources and Ore Reserves referred to in this Annual Review, NMC and its partners have acted as independent parties, have no interest in the outcomes of Polyus operations or projects, and have no business relationship with Polyus other than undertaking individual technical consulting assignments as engaged, and being paid according to standard per diem rates with reimbursement for out-of-pocket expenses. Therefore, NMC and its partners believe that there is no conflict of interest in undertaking the assignments which are the subject of the statements in this Annual Review.
Annual review 2022 57 www.polyus.com Polyus’ project pipeline Our project pipeline ensures our strong position in the market and creates further growth prospects. Polyus is currently evaluating a set of new projects, which could be added to the pipeline in the medium term and represent a potential upside.
Annual review 2022 58 www.polyus.com Financial review Management discussion and analysis Key metrics overview $ million (if not mentioned otherwise) 2022 2021 y-o-y Operating highlights Gold production 23 (koz) 2,541 2,717 (6%) Gold sold (koz) 2,423 2,736 (11%) Financial performance Total revenue 4,257 4,966 (14%) Operating profit 1,898 2,959 (36%) Operating profit margin 45% 60% (15) ppts Profit for the period 1,559 2,278 (32%) Earnings per share – basic (US Dollar) 11.53 16.82 (31%) Earnings per share – diluted (US Dollar) 11.47 16.77 (32%) Adjusted net profit 24 1,516 2,287 (34%) Adjusted net profit margin 36% 46% (10) ppts Adjusted EBITDA 25 2,584 3,529 (27%) Adjusted EBITDA margin 61% 71% (10) ppts Net operating cash flow 1,881 2,936 (36%) Capital expenditure 26 1,119 928 21% Cash costs Total cash cost (TCC) per ounce sold ($/oz) 27 519 405 28% 23 Gold production is comprised of 2,457.6 thousand ounces of refined gold and 83.7 thousand ounces of gold in flotation concentrate in 2022. 24 Adjusted net profit is defined by the group as net profit / (loss) for the period adjusted for impairment loss / (reversal of impairment), unrealized (gain) / loss on derivative financial instruments, foreign exchange (gain) / loss, gain on acquisition of subsidiaries, and associated deferred and current income tax related to such items. 25 Adjusted EBITDA is defined by the group as profit for the period before income tax, depreciation and amortization, (gain) / loss on derivative financial instruments (including the effect of the disposal of a subsidiary and subsequent accounting at equity method), finance costs, interest income, foreign exchange loss / (gain), impairment loss / (reversal of impairment), (gain) / loss on property, plant, and equipment disposal, expenses associated with an equity-settled share-based payment plan, expenses associated with COVID-19, gain on acquisition of subsidiaries and special charitable contributions as required to ensure calculation of the Adjusted EBITDA is comparable with the prior period. 26 Capital expenditure figures are presented on an accrual basis. 27 TCC is defined by the group as the cost of gold sales, less property, plant, and equipment depreciation and amortization, and change in allowance for obsolescence of inventory, expenses associated with COVID-19 and adjusted by non-monetary change in inventory. TCC per ounce sold is the cost of producing an ounce of gold, which includes mining, processing, and refining costs. The group calculates TCC per ounce sold as TCC divided by total ounces of gold sold for the period. The group calculates TCC and TCC per ounce sold for certain mines on the same basis, using corresponding mine-level financial information.
Annual review 2022 59 www.polyus.com All-in sustaining cash cost (AISC) per ounce sold ($/oz) 28 981 715 37% Financial position Cash and cash equivalents 1,317 1,343 (2%) Net debt (incl. derivatives) 29 2,269 2,197 3% Net debt (incl. derivatives)/adjusted EBITDA 30 0.9 0.6 50% 28 AISC is defined by the group as TCC plus selling, general, and administrative expenses, stripping activity asset additions, sustaining capital expenditures, unwinding of discounts on decommissioning liabilities, provision for annual vacation payment, employee benefit obligations cost, and change in allowance for obsolescence of inventory less amortization and depreciation included in selling, general, and administrative expenses. AISC is an extension of TCC and incorporates costs related to sustaining production and additional costs which reflect the varying costs of producing gold over the life-cycle of a mine. The group believes AISC is helpful in understanding the economics of gold mining. AISC per ounce sold is the cost of producing and selling an ounce of gold, including mining, processing, transportation, and refining costs, general costs from both mine and alluvial operations, and the additional expenditures noted in the definition of AISC. The group calculates AISC per ounce sold as AISC divided by total ounces of gold sold for the period. 29 Net debt is defined as non-current borrowings plus current borrowings less cash and cash equivalents and bank deposits. Net debt also includes assets and liabilities under cross-currency and interest-rate swaps at the reporting date. Net debt excludes derivative financial instrument assets / liabilities other than cross-currency and interest-rate swaps, site restoration and environmental obligations, deferred tax, and other non-current liabilities. Net debt should not be considered as an alternative to current and non-current borrowings, and should not necessarily be construed as a comprehensive indicator of the group’s overall liquidity. 30 The group calculates net debt (incl. derivatives) to adjusted EBITDA as net debt (including derivatives) divided by adjusted EBITDA for the last twelve months.
Annual review 2022 60 www.polyus.com Key highlights Total gold sales volumes in 2022 amounted to 2,423 thousand ounces of gold, down 11% compared to the previous year. This was primarily driven by lower production volumes at Olimpiada, Blagodatnoye, and Natalka. A difference between sales and the total gold output (2,541 thousand ounces) mainly reflects the accumulation of gold contained in concentrate produced in the fourth quarter of 2022. Sales of flotation concentrate have been typically lagging behind production for several months. Inventories of concentrate will be sold and reflected in the group’s financials in 2023. Revenue for the full year amounted to $4,257 million, a 14% decrease year-on-year. This was driven by the decline in production volumes as well as by the lower average realized refined gold price compared to the previous year. The group’s TCC for the full year 2022 rose by 28% to $519 per ounce compared to 2021. This reflects lower average grades in ore processed at almost all hard-rock deposits. The consumables prices inflation, wage indexation, and rouble appreciation also negatively impacted cost performance in 2022. Adjusted EBITDA for the full year stood at $2,584 million, a 27% decrease compared to the previous year, due to lower gold sales volumes and higher TCC on a per ounce basis. Net profit decreased to $1,559 million, compared to $2,278 million in 2021. Adjusted net profit amounted to $1,516 million, down 34% year-on-year, reflecting lower revenue and higher TCC. Net operating cash flow decreased to $1,881 million, compared to $2,936 million in 2021. Capital expenditures (“capex”) for the full year 2022 increased from $928 million in the previous year to $1,119 million. The increase was driven by higher capital expenditures across all business units. Cash and cash equivalents as at 31 December 2022 decreased to $1,317 million (31 December 2021: $1,343 million), while net debt increased to $2,269 million (31 December 2021: $2,197 million). The net debt (incl. derivatives)/adjusted EBITDA ratio increased to 0.9x, compared to 0.6x at the end of 2021, reflecting a higher net debt position and adjusted EBITDA decline over the last year.
Annual review 2022 61 www.polyus.com Review of external factors The group’s results are significantly affected by movements in the price of gold and currency exchange rates (principally the RUB/USD rate). Gold price dynamics The market price of gold is a significant factor that influences the group’s profitability and operating cash flow generation. In 2022, the average London Bullion Market Association (LBMA) gold price was $1,800 per ounce. Source: London Bullion Market Association Rouble exchange rate dynamics The group’s revenue from gold sales is linked to the US dollar (USD), whereas most of the group’s operating expenses are denominated in Russian roubles (RUB). The strengthening of the RUB against the USD can negatively impact the group’s margins by increasing the USD value of its RUB-denominated costs, while a weaker RUB positively affects its margins as it reduces the USD value of the group’s RUB-denominated costs. In 2022, the average USD/RUB exchange rate was 67.46, compared to 73.65 in 2021. Source: Bank of Russia 0 20 40 60 80 100 120 140 RUB/USD dynamics, 2022
Annual review 2022 62 www.polyus.com Inflationary trends All of the group’s operations are located in Russia. The rouble-based annualized Russian Consumer Price Index (CPI), calculated by the Federal State Statistics Service, was at 12.2% as of the end of the fourth quarter of 2022, compared to 8.3% as of the end of the fourth quarter of 2021.
Annual review 2022 63 www.polyus.com Statement of profit or loss review Total cash costs (TCC) In 2022, the group’s TCC increased by 28% to $519 per ounce compared to 2021. This reflects lower average grades in ore processed at almost all hard-rock deposits. The Company notes that the consumables prices inflation, wage indexation, and rouble appreciation have also negatively impacted the Company’s cost performance in 2022, and those factors were common to all operations of the group. TCC calculation $ million 2022 2021 y-o-y Cost of gold sales before by-product 1,792 1,488 20% Antimony by-product credit (4) (20) (80%) Cost of gold sales 1,788 1,468 22% depreciation and amortization (634) (385) 65% expenses related to COVID-19 in cost of gold sales (30) (36) (16%) effect of depreciation, amortization, accrual, and provisions in inventory change 135 63 114% TCC 1,259 1,110 13% Gold sold (koz) 2,423 2,736 (11%) TCC per ounce sold ($/oz) 519 405 28% Olimpiada. In 2022, TCC at Olimpiada totaled $509 per ounce, compared to $369 per ounce in 2021. This growth was also attributable to a decline in sales of the antimony-rich flotation 369 367 368 358 569 950 509 434 441 456 684 1234 Olimpiada Blagodatnoye Natalka Verninskoye Kuranakh Alluvials Total cash cost (TCC) per ounce sold ($/oz) 2021 2022
Annual review 2022 64 www.polyus.com concentrate. The latter resulted in a lower by-product credit ($4 per ounce in 2022, compared to $18 per ounce in 2021). Blagodatnoye. In 2022, TCC at Blagodatnoye increased 18% year-on-year to $434 per ounce. Inflationary pressures and wage indexation were the key negative factors impacting cost performance at Blagodatnoye. Natalka. TCC for the full year amounted to $441 per ounce, a 20% increase on a year-on-year basis. Similarly to Olimpiada and Blagodatnoye, an increase in TCC at Natalka was mainly driven by lower average grades in ore processed, rouble appreciation, inflation across the key consumables, and wage indexation. Verninskoye. In 2022, TCC at Verninskoye increased 27% year-on-year to $456 per ounce. In addition to factors common to all operations, an increase in TCC at Verninskoye reflects an increase in the MET rate (from 2.4% to 6%) due to the conclusion of the regional investment project regime for the deposit. The improvement in the hourly throughput of the mill (468 t/h, a new record high) as well as a higher utilization rate of equipment resulted in the achievement of an annualized throughput capacity of 3.8 million tonnes per annum. This mitigated the impact of factors that negatively affected TCC in 2022. Kuranakh. In 2022, TCC at Kuranakh amounted to $684 per ounce, up 20% on the previous year. Increase in maintenance expenses, consumables prices inflation, wage indexation, and rouble appreciation all had a negative impact on TCC. Alluvials. In 2022, TCC at Alluvials totaled $1,234 per ounce, a 30% increase on 2021. All-in sustaining costs (AISC) In 2022, the group’s AISC amounted to $981 per ounce, a 37% increase year-on-year. In addition to higher TCC and higher sustaining capital spending, an increase in the group’s AISC on a year- on-year basis was also driven by lower gold sales volumes, compared to 2021. Despite increased TCC and AISC, Polyus still resides in the first decile of the global cash cost curve amid persisting inflationary pressures in the global mining industry.
Annual review 2022 65 www.polyus.com Statement of financial position review Debt The Company’s gross debt increased to $3,586 million at the end of 2022, compared to $3,540 million as at the end of 2021. Eurobond repayment In March 2022, the group repaid $483 million of Eurobonds as they became due. In August 2022, the group issued CNY 4.6 billion ($665 million) of yuan-denominated bonds with a coupon rate of 3.8% due in August 2027. Buyback program In the reporting year, the group completed its program to buy back ordinary shares from an open market and bought 70,000 ordinary shares in the Company for a total of $8 million. Debt maturity schedule (as at 31 December 2022), $ million 31 31 The breakdown is based on actual maturities and excludes $23 million of banking commissions and lease liabilities recognized under IFRS 16 as of 31 December 2022 in amount of $104 million. 341 1793 34 0 647 690 2023 2024 2025 2026 2027 2028
Annual review 2022 66 www.polyus.com Net debt As at 31 December 2022, the Company’s estimated cash position declined to $1,317 million from $1,343 million at the end of 2021. The Company’s estimated net debt increased from $2,197 million in 2021 to $2,269 million in 2022. Among other factors, the change in cash position reflects a redemption of Notes due 2022 (in the total amount of $494 million) as well as the acquisition of a 100% stake in the Chulbatkan gold deposit for cash consideration of $140 million. The cash outflows were offset by the issue of 5- year yuan-denominated bonds (CNY 4.6 billion with a coupon rate of 3.80% per annum).
Annual review 2022 67 www.polyus.com Statement of cash flows review In 2022, net operating cash flow decreased to $1,881 million, down 36% compared to $2,936 million in 2021. Cash outflow on investing activities increased to $1,900 million, up 67% compared to $1,138 million in the previous year due to higher capex across all deposits. Net financing cash flow totaled $6 million, reflecting a $502 million year-on-year reduction in the repayment of borrowings and the non-payment of dividends in the reporting year. Operating cash flow For the full year of 2022, the group generated operational cash inflow of $1,881 million, which was negatively impacted by a working capital outflow of $353 million, primarily due to changes in inventories. Investing cash flow In 2022, capital expenditures increased to $1,119 million, from $928 million in the previous year. This increase reflects higher capital expenditures across all business units. Capital expenditures at Olimpiada increased to $199 million in 2022, up by $2 million from 2021.The Company improved the BIO complex efficiency by launching four additional reactors at BIO-2. Polyus completed its deep-level and flank drilling campaign at Olimpiada. The Company also finished construction and installation works at the service complex for truck maintenance. Capital expenditures at Blagodatnoye increased to $250 million, compared to $238 million in 2021. Polyus completed the closing of a thermal envelope of the buildings. Major parts of the foundation works for an in-pit crushing and conveying (IPCC) system were completed during 2022. Polyus also finished the installation of the SAG-mill and desorption site equipment. The construction of the Yenashimo River bridge was finalized.
Annual review 2022 68 www.polyus.com In 2022, capital expenditures at Natalka increased by $38 million to $148 million. The Company completed the construction of the first and second tiers of the main tailings storage facility dam. Polyus also conducted pilot testing of the flotation technology at the Natalka mill. Based on positive results, the Company decided to introduce a flotation circuit at the Natalka mill. Capital expenditures at Verninskoye increased to $102 million, up by $23 million from 2021. The Company completed comprehensive engineering studies under a new tailings storage facility project. At Kuranakh, capital expenditures increased to $129 million from $94 million in 2021. Polyus is at an active phase of construction activities under the Kuranakh mill expansion to 7.5 mtpa project. Most of long-lead key technological equipment, including components for the ball mill, was delivered to the site. The Company completed construction works at thickeners, commissioned new compressor stations, and finished the installation of 16 sorption columns. The Company also finalized the technical solutions to expand throughput capacity at Kuranakh’s existing heap leaching facilities aimed at increasing capacity from 1.5 million tonnes to 5.0 million tonnes per annum. In addition, Polyus proceeded with the engineering of a new project that envisages the construction of a 12.5 million tonne per annum heap leaching facility at Kuranakh’s Southern group of deposits. Capital expenditures at Sukhoi Log increased to $88 million from $69 million in 2021. The Company progressed with the construction project for the Vitim substation and 220 kV gridline, which are within the project scope for the technical connection of Sukhoi Log to the existing power grid. In addition, Polyus has completed the drafting of the project design documentation for the warehousing storage capacity expansion at Taksimo Yard and started preparing for construction works. In 2022, the Company completed a general layout of the project and is progressing on the design documents for the auxiliary infrastructure and tailings storage facility. As the Company discontinued working with a few international processing equipment manufacturers, Polyus has already identified alternative suppliers for the project. The Polyus engineering team will now proceed with amendments to the initial project design with a focus on the mill reconfiguration, including the redesign of the mill’s building and foundation, taking into account the updated equipment list.
Annual review 2022 69 www.polyus.com Capex breakdown 32 Item, $ million 2022 2021 y-o-y Olimpiada 199 197 1% Blagodatnoye 250 238 5% Natalka 148 110 35% Verninskoye 102 79 29% Alluvials 30 27 11% Kuranakh 129 94 37% Sukhoi Log 88 69 28% IT capex 71 51 39% Other 33 102 63 62% CAPEX 1,119 928 21% Items capitalized, 34 net 218 227 (4%) Change in working capital for purchase of property, plant, and equipment 18 (25) N.A. Purchase of PP&E 1,355 1,130 20% Financing cash flow Financing cash flow for the full year 2022 totaled $6 million. Polyus used approximately $509 million to repay borrowings, compared to $1,011 million in 2021. The Company paid no dividends in 2022. 32 The capex above presents the capital construction-in-progress unit as allocated to other business units, whilst in the consolidated financial statements capital construction-in-progress is presented as a separate business unit. 33 Reflects expenses related to Exploration business unit and other unallocated capital expenditures. 34 Including capitalized stripping costs.
Annual review 2022 70 www.polyus.com Sustainability review 35 Our approach to sustainability We believe that ESG management helps achieve strong results. The sustainability agenda informs our decision making and guides the Company’s development. You can find more information on Polyus’ sustainability performance in 2022 in our separate Sustainability Report, which has been prepared in accordance with the GRI Standards. Its content has been verified by an independent auditor. Our key goal in the context of sustainability management is to enhance our positive impacts on society and the environment while avoiding, reducing, or mitigating any negative impacts from our business and decisions with the help of our corporate governance system and risk management tools. At each stage of project execution, Polyus considers environmental and social factors and integrates best practices into production and management processes. Our Company monitors changes in the ESG agenda, including industry-specific issues, and is focused on improving the corporate sustainability management system. When implementing current projects and developing plans for the future, we listen carefully to our stakeholders. This approach enables Polyus to effectively manage its ESG performance and meet the current stakeholder requirements and expectations. SUSTAINABILITY MANAGEMENT SYSTEM The corporate sustainability management system is integrated into Polyus’ business model, ensuring continuous ESG management at every stage of the life cycle of Polyus’ assets. Our system is aligned with the International Finance Corporation’s Performance Standards on Environmental and Social Sustainability 1–8 as well as the requirements of other global and national initiatives. For many years now, our management system has demonstrated its effectiveness and ensured the achievement of our goals and objectives. It regulates all key stages of project management, enabling Polyus to meet the requirements regarding health and safety, environmental protection, social responsibility, and corporate governance. SUSTAINABILITY STRATEGIC OBJECTIVES Polyus is focused on achieving strong results while delivering on its environmental and social obligations and adhering to sustainability principles. Our Company’s strategy sets out five key sustainability objectives that are crucial to long-term business development: 35 At the time of publication of Polyus PJSC Annual Review 2022, the audit of the metrics disclosed in the Sustainability Review section was still ongoing. Therefore, data for certain metrics may change following the publication of the Annual Review. The updated information will be disclosed in Polyus PJSC Sustainability Report 2022.
Annual review 2022 71 www.polyus.com Sustainable improvement of operational performance and effective management of environmental and social risks at every stage of asset life cycle Strong financial results while adhering to sustainability principles in our operations Achieving a zero injury rate through a robust safety culture To be a reliable partner to all stakeholders, including people in our areas of operation, and maintain an open dialogue with all stakeholders, taking their interests into account when making decisions To cultivate a team of professionals committed to helping Polyus achieve industry- leading positions while adhering to sustainability principles Polyus is strongly focused on promoting sustainable development practices within the Company. In 2022, our key areas of focus were: development and approval of our Climate Strategy: Polyus set goals for reducing greenhouse gas emissions and achieving carbon neutrality by 2050; improvement of our approach to human rights management: following an earlier human rights risk assessment, Polyus updated its Human Rights Policy and Code of Conduct, approved its Position Statement on Diversity and Inclusion, and launched a training course for employees; improvement of the safety of tailings storage facilities: Polyus continued to implement the Global Industry Standard on Tailings Management, successfully passed the assessment for compliance with the Standard’s requirements and proceeds with the project to roll out its safety monitoring system; and prevention of accidents and promotion of safety culture: Polyus maintained the Group’s safety culture score at 2.6 on the Bradley Curve; revised its Incident Reporting, Registration, Recording and Internal Investigation standard; and updated training materials on health and safety. SUSTAINABILITY DOCUMENT FRAMEWORK The Sustainability Management System standard developed in 2016 remains Polyus’ main document reflecting the Company’s principles and approach to ESG management. To manage the relevant areas of sustainable development, we develop separate policies and standards, review them regularly and make necessary adjustments. For example, in 2022, we updated our Code of Corporate Conduct and Anti-Corruption Compliance Policy. Another focus area was updating human rights documents: we updated the Human Rights Policy and developed Polyus’ official Position Statement on Diversity and Inclusion. Reporting on our sustainability efforts is an important element of communication with the Company’s stakeholders. Polyus prepares an annual Sustainability Report that highlights the key results in each area. In addition, we are promoting the practice of publishing thematic reports in response to requests from our stakeholders and current sustainability
Annual review 2022 72 www.polyus.com trends. For instance, in early 2022, Polyus issued its Report on Tailings Storage Facilities to provide more detailed disclosure on tailings management. For more information about our sustainability document framework, see our corporate website. POLYUS IN MAJOR ESG RATINGS SUSTAINALYTICS ESG RISK RATING 28.6 36 (Average Risk – April 2023) MSCI ESG RATING B 37 (December 2022) FTSE RUSSELL ESG RATING 3.9 (83 rd percentile – 2022) ISS CORPORATE ESG RATING С+ (November 2022) The Nature Benchmark 34.2 (ranking position: #21/389) EXPERT RA ESG RATING ESG-II(b) (very high level of safeguarding of sustainable development interests) ACRA ESG ASSESSMENT ESG-2, category ESG-B (very high rating in the field of the environment, social responsibility and governance) RAEX AA (78/100 – December 2022) SUSTAINABILITY RISK MANAGEMENT Polyus’ operations are inherently exposed to sustainability risks and may result in adverse environmental and social consequences. Polyus has a risk management and internal control system in place to identify, assess, and analyze risks and develop measures to manage and mitigate identified risks. The Company also has the Enterprise Risk Management and Internal Control Policy, which sets out the basic principles of, and approaches to, risk management. Responsibility for managing risks is assigned to all Polyus managers and 36 As of 31 December 2022, Polyus had a Sustainalytics ESG Risk Rating of 31.0. 37 The upper assessment threshold for Russian companies is B.
Annual review 2022 73 www.polyus.com employees. Functional units have dedicated sustainability risk owners who assess relevant risks on an annual basis and implement measures to mitigate them. Polyus’ Audit Committee monitors the reliability and effectiveness of the risk management system. For more information about our sustainability risk management, see our 2022 Sustainability Report. SUSTAINABILITY MANAGEMENT Polyus has a well-developed sustainability management structure. Control over ESG aspects is integrated across all of the Company’s management levels. This approach makes it possible to timely identify and respond to challenges and ensures effective decision making by senior management. The Board of Directors plays a key role in Polyus’ sustainability management, as it defines the Company’s sustainability path as well as strategic goals and priorities. Every year, the Board of Directors reviews the Company’s sustainability performance and analyzes progress against its goals and objectives. The Audit Committee of the Board of Directors reviews the Sustainability Report. Board committees support the Board of Directors in addressing sustainability matters within their remit. The Chief Executive Officer monitors the maturity of Polyus’ sustainability system and ensures the effective allocation of relevant responsibilities among functional units. Ad hoc Working Groups involving business-unit managers are set up as necessary at the Management Company level. HSE management is integrated into the operations of every Polyus business unit as well as professional services. HSE directors submit reports on the sustainability performance of their respective units to business-unit general directors and Vice President for Health, Safety, Environment and Sustainability at the Management Company level. For more information about the sustainability management structure, see the Sustainability Management section of the 2021 Sustainability Report on pages 26–27. CONTRIBUTING TO UN SUSTAINABLE DEVELOPMENT GOALS Polyus uses the UN Global Goals as a benchmark to set strategic priorities and develop a sustainability action plan. We regularly review our activities for alignment with the global UN SDGs to make sure we focus the Company’s efforts on areas where we can make the biggest positive contribution to addressing major economic, social, and environmental issues. The nine priority UN SDGs we have identified as primary SDGs for the Company remain high on Polyus’ agenda. Polyus’ operations have a significant impact on biodiversity and forest resources, so in 2022, we reviewed our activities within SDG 15 and included the Goal in the list of our priority UN SDGs. We aim to contribute to each of the 17 Goals while focusing on those SDGs where the Company’s operations make the most impact.
Annual review 2022 74 www.polyus.com SDG SDG targets What does it mean for us? What commitments have we made? Our main achievements in 2022 Key figures Goal 3: Ensure healthy lives and promote well- being for all at all ages 3.8 Achieve universal health coverage, access to quality essential healthcare services, and access to medicines and vaccines for all. The health and well- being of our people and local communities are key to both the success of our business and the prosperity of society in general. Closely monitor health- and-safety compliance. Ensure free access to medical services for employees. We continued our STOP.COVID project to track cases of acute respiratory viral infections and COVID-19. Campaigns were held to raise awareness about the importance of vaccines and vaccinations Compensation levels for work-related hazards were reviewed based on insights from the health and safety management system 74.9% COVID-19 vaccination rate Goal 4: Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all 4.4 Increase the number of youth and adults who have relevant skills for employment and decent jobs. Training and development are sustainability drivers that help us grow and excel in everything we do. Create and advance professional development opportunities for employees. Share our mining industry knowledge and expertise. Organize joint programs with schools, colleges, and universities. Polyus Digital held an IT hackathon for students to train them in solving issues at the intersection of gold mining and IT Our employee training and development program was updated 325 students completed internships at Polyus Goal 6: Ensure availability and sustainable management of water and sanitation for all 6.3 Improve water quality by reducing and eliminating pollution, dumping, and releases of hazardous chemicals and materials, and substantially increasing recycling and safe reuse of wastewater. 6.4 Increase water-use efficiency and ensure sustainable withdrawals and supply of freshwater to address water scarcity. Water is a source of life without which no process can continue, either in the environment or in production. Reduce impacts on surface water sources by decreasing the water intake volume and improving the efficiency of wastewater treatment. Use pit water and wastewater in closed circulation systems at most Polyus facilities. Environmental laboratories were further developed, including expanding the scope of their accreditation 93.2% of water recycled and reused
Annual review 2022 75 www.polyus.com Goal 7: Ensure access to affordable, reliable, sustainable and modern energy for all 7.1 Ensure universal access to affordable, reliable and modern energy services. 7.2 Increase the share of renewable energy in the global energy mix. Energy is essential to life, and clean energy helps meet the needs of society and support production without overburdening the environment. Enhance energy efficiency by improving the energy infrastructure in Polyus’ regions of operations. An Energy Efficiency Program was developed Polyus Verninskoye successfully passed an ISO 50001 recertification audit 100% of Polyus’ purchased electricity comes from renewable energy sources Goal 8: Promote sustained, inclusive, and sustainable economic growth, full and productive employment, and decent work for all 8.8 Protect labor rights and promote safe and secure working environments for all workers. By contributing to the economic development of our operating regions, we create synergies that allow the Company and its regions of operation to grow and develop together. Provide employment in our regions of operation by creating high-quality jobs with decent working conditions. Respect labor rights and ensure a comfortable and safe working environment. Ensure respect for human rights in current and future projects and integrate human rights principles into all corporate processes. Measures taken to enhance workplace amenities at Polyus’ production sites helped improve the quality of life of employees An employee training center was set up at Polyus Krasnoyarsk 75.3% of employees covered by collective agreements in 2022 Goal 9: Build resilient infrastructure, promote inclusive and sustainable industrialization, and foster innovation 9.1 Develop sustainable infrastructure to support economic development and human well-being, with a focus on affordable and equitable access for all. Developed infrastructure and modern urban technology drive satisfaction and happiness levels among people in our regions of operation. Develop and upgrade infrastructure facilities through partnership initiatives with local authorities. A strategically important highway was repaired in the Krasnoyarsk Territory New equipment and furniture were purchased for schools and hospitals $72.6 mln allocated to social support activities Goal 12: Ensure sustainable consumption and production patterns 12.4 Achieve the environmentally sound management of chemicals and all waste throughout their life cycle and significantly reduce their release to air, water, and soil in order to minimize their adverse impacts on Responsible production and consumption practices are essential to mitigating impacts on the environment and society. Foster the sustainable use of natural resources. Work with reliable contractors and introduce sustainability principles along the Polyus supply chain. The construction of a landfill facility for industrial waste was continued at Kuranakh The design stage of the automated tailings monitoring system project was completed $12.8 mln spent on environmental protection
Annual review 2022 76 www.polyus.com human health and the environment. 12.5 Reduce waste generation through prevention, reduction, recycling, and reuse. Goal 13: Take urgent action to combat climate change and its impacts 13.2 Integrate climate change measures into national policies, strategies, and planning. Climate change can lead to irreversible impacts and significantly reduce people’s quality of life, so we do our best to prevent the adverse developments. Reduce greenhouse gas emissions by increasing the share of renewable energy sources. Boost energy efficiency. The Climate Strategy was approved 28% reduction in specific GHG emissions (Scope 1 and 2) vs. 2020 Goal 15: Protect, restore, and promote sustainable use of terrestrial ecosystems, sustainably manage forests, combat desertification, and halt and reverse land degradation, and halt biodiversity loss 15.2 Promote the implementation of sustainable management of all types of forests, halt deforestation, restore degraded forests, and substantially increase afforestation and reforestation globally. 15.5 Take significant action to reduce the degradation of natural habitats, halt the loss of biodiversity, and protect and prevent the extinction of threatened species. Preserving natural ecosystems is key to sustaining life on earth, and we do our best to increase the resilience of ecosystems. Ensure quality reforestation. Mitigate impacts on biodiversity. A project to move reforestation activities from the Magadan Region to the Irkutsk Region was piloted Biodiversity was monitored in areas around Polyus’ production sites 96% of forest tree species planted in the Naldy area of the Neryungrinsky District have successfully established Goal 17: Strengthen the means of implementation and revitalize the global partnership for sustainable development 17.16 Enhance the global partnership for sustainable development to support the achievement of sustainable development goals in all countries. Open dialogue and cooperation for the public good are key to success in addressing environmental and social issues and strengthen professional cooperation. Support national and global sustainability initiatives. Establish mutually beneficial relations with partners and communities. Polyus participated in the work of the National ESG Alliance Polyus participated in the work of the UN Global Compact and the UN Global Compact Russia >35 the number of forums and conferences in which Polyus took part
Annual review 2022 77 www.polyus.com Ethics and human rights Compliance with the highest standards of business conduct is a priority for Polyus. Polyus’ commitment to respect human rights is enshrined in the Company’s Code of Corporate Conduct and Human Rights Policy and is adhered to across the Company, from the Board of Directors to all employees. The Company has also formulated various corporate values that are integrated into key documents on ethics and human rights. These values determine the correctness of our actions as well as the standards to which we aspire. UN SUSTAINABLE DEVELOPMENT GOALS ZERO CASES OF CORRUPTION ZERO INCIDENTS OF DISCRIMINATION 2,700 EMPLOYEES RECEIVED ANTI-CORRUPTION TRAINING
Annual review 2022 78 www.polyus.com RELEVANT DOCUMENTS INTERNAL Code of Corporate Conduct Anti-Corruption Compliance Policy Risk Management Policy Human Rights Policy Diversity and Inclusion Position Statement Stakeholder Engagement Policy Standard for Engagement with Indigenous Peoples Supplier Code of Conduct EXTERNAL Constitution of the Russian Federation UN Global Compact Universal Declaration of Human Rights UN Guiding Principles on Business and Human Rights International Labour Organization’s Declaration on the Fundamental Principles and Rights at Work UN Convention against Corruption OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions Council of Europe Criminal Law Convention on Corruption Universal Declaration of Human Rights International Covenant on Civil and Political Rights International Covenant on Economic, Social, and Cultural Rights 2022 PERFORMANCE AGAINST GOALS Goal Status Summary of progress in 2022 Deploy an automated computer module that can manage conflicts of interest and help prepare documents for the review of potential situations Achieved The automated computer module was deployed Launch a human rights training course Achieved In the first wave, training was provided to employees of the units most exposed to human rights risks Improve the Anti-Corruption Compliance Policy Achieved Anti-Corruption Compliance Policy updated All of the Company’s external contracts are now required to have an anti-corruption clause
Annual review 2022 79 www.polyus.com POLYUS CORPORATE VALUES ANTI-CORRUPTION MANAGEMENT SYSTEM The Company has a corruption compliance risk management system in place, and the Anti- Corruption Compliance Policy is part of this system. Polyus is constantly seeking to improve its anti-corruption system. In 2022, the Anti-corruption Compliance Policy was updated for the fifth time. Amendments were made to the conflict of interest and contractual relationships clauses. As a result, typical conflict of interest cases were revised in a way as to give all Polyus stakeholders and employees a clearer understanding of the nature of such cases, the principles of their identification and a procedure for addressing them in a timely manner. From 2022 on, all of the Company’s external contracts are required to include an anti-corruption clause, with the obligation to prevent corruption becoming legally binding on the parties to the contract. The Integrity Line is one of the Company’s external stakeholder engagement mechanisms. All reported cases are processed by a third-party operator, in a manner that ensures independence and confidentiality and guarantees that no cases are missed. Quarterly reports on cases received via the Integrity Line are submitted for consideration to the Board of Directors’ Audit Committee. In 2022, the Company split its hotline into the Polyus Security Hotline and the general hotline to process reports in a more appropriate and efficient way. The Security Hotline handles reports of wrongdoings related to corruption, fraud, corporate conflicts, and theft. In 2022, the Company updated the implications and the probability of the corruption risk materializing, as well as the risk factors, and developed new procedures for managing and controlling risk. In accordance with the new procedures, employees are regularly informed of the Company’s policy of no conflict of interest at work.
Annual review 2022 80 www.polyus.com HUMAN RIGHTS Polyus recognizes its responsibility for respecting human rights. The Company guarantees official employment and is committed to ensuring safe and decent working conditions, along with an equitable and competitive pay. Polyus has zero tolerance to any form of forced, compulsory, and child labor and is against discrimination on any grounds whatsoever. We strive to create and support a work environment based on human rights values for employees, contractors, and suppliers. We encourage all our business partners to follow the Human Rights Policy and the Supplier Code of Conduct. In 2022, Polyus updated its Human Rights Policy in line with the initial plan. The Company generalized and revised its approaches to managing its human rights impact and established relevant internal procedures. Polyus’ Position Statement on Diversity and Inclusion was published. For more information, please see our 2022 Sustainability Report. Case study HUMAN RIGHTS DUE DILIGENCE In 2021, Polyus conducted its first ever human rights due diligence and continued its efforts to minimize human rights risks in the reporting year. During the due diligence, the Company was guided by the United Nations Guiding Principles on Human Rights and by the risk assessment approach adopted by the Company. Among its corporate level risks, Polyus has identified a standalone human rights risk, with the HSE&SD Vice President appointed as its owner. Risk assessments are reviewed and updated on an annual basis. Based on the 2021 due diligence results, Polyus created a plan to improve the human rights management system over 2022–2024. During the reporting year, Polyus delivered against all the targets set out in the plan for 2022. A dedicated training course was launched to help employees learn more about the Company’s human rights principles and approaches. The first wave of the training covered 93% of employees in units with the strongest exposure to human rights risks (personnel recruitment, ethics coordination, security, and HSE). Going forward, Polyus will be expanding the list of units, including mining business units, that are required to complete the training. The course covers simple day-to-day situations relating to human rights violations that may be faced by any employee. By going through practical case studies, employees find it easier to understand the basics of human rights while also getting precise algorithms of what to do in case of violations. Number of reports 2018 442 2019 416 2020 552 2021 966 2022 968
Annual review 2022 81 www.polyus.com In the past five years, there has been an upward trend in the number of hotline reports. We chiefly attribute this to a growing awareness of the hotline among our employees, partners, and other third parties interacting with the Company. The hotline operates 24/7, with all reports processed automatically and routed to officers in charge as needed. The Company guarantees strict confidentiality to all whistleblowers and no retaliation for messages submitted in good faith.
Annual review 2022 82 www.polyus.com Human capital The Company aims to create safe and comfortable working conditions for all employees as well as opportunities for training and social development, and is always seeking to improve living standards. We are continuously improving our human resources (HR) management system and enhancing its efficiency. At the same time, the health and safety of employees is a top priority for the Company. In 2022, the Company set up the Headcount and Remuneration Management Department to combine all processes related to employee motivation and headcount. In the reporting year, approaches to training and talent pool management were revised to improve productivity and build a management talent pipeline. In addition, the talent pool structure was transformed and a large-scale indexation was carried out. UN SUSTAINABLE DEVELOPMENT GOALS 22,772 – average headcount 18.46% – voluntary turnover 25,023 employees trained under various programs
Annual review 2022 83 www.polyus.com RELEVANT DOCUMENTS INTERNAL Human Resources Policy Code of Corporate Conduct Human Rights Policy Diversity and Inclusion Position Statement Regulations on Providing Incentives and Remuneration to Employees Regulations on Guarantees, Compensation, and Benefits for Employees Regulations on Mentoring Regulations on the Employee Onboarding Regulations on Organizing Training by Request Gold Reserve Regulations Local Talent Pool Regulations Regulations on Internal Communications Regulations on Employee Business Trips / Business Travel Corporate Office Space Design Guidance Guidelines for Managing Material Resources to Equip Workplace Amenities for Employees Working at the Company’s Remote Sites EXTERNAL The Russian Labor Code Other applicable national and local employment regulations 2022 PERFORMANCE AGAINST GOALS Goal Status Summary of progress in 2022 Attract top talent Achieved The Company held image-building and career guidance events to attract young talent. A new dedicated Career page was launched on the Company website to aggregate information for all job seekers in one place Improve the quality of HR services On track The Company continues to centralize its HR function at the headquarters and the Shared Service Center Roll out the volunteering movement across all regions of operation Achieved The Company ran various charitable, environmental, and social projects and activities
Annual review 2022 84 www.polyus.com Case study In 2022, the Company decided to set up a private employment agency as its global resource center. The agency’s roles will include staffing all business units by both recruiting talent in the market and retraining employees. Polyus Krasnoyarsk established an Employee Training Center to attract highly skilled talent. The Center selects candidates from targeted professions and provides them with vocational training for three months. The course includes both theoretical and on-the-job training in the unit for which the candidate was selected. Each trainee is assigned to a highly skilled mentor, who guides them throughout their training journeys. For some professions, the training involves advanced simulators. The decision to hire is based on the results of qualifying exams. In spring 2022, the Company hired 126 truck drivers, 10 bulldozer operators, six drilling rig operator assistants, and 47 people to fill other roles. Future plans include expanding the list of training programs in skills in demand at Polyus. In 2019–2022, to improve training processes, Polyus also developed a standard LIMS solution based on LabWare’s LIMS platform to automate a range of laboratory processes, including staff training, and rolled it out to five business units. The newly launched private employment agency and Employee Training Center enable the Company to quickly select candidates with the right skills, including internally. The Center helps employees improve knowledge and skills while ensuring that the Company only hires candidates with the required expertise.
Annual review 2022 85 www.polyus.com Mining business units employees by gender and region, 2022, % Region Male Female Krasnoyarsk Territory 91 9 Irkutsk Region 80 20 Republic of Sakha (Yakutia) 74 26 Magadan Region 87 13 Khabarovsk Territory 84 16 In 2022, men accounted for 83% of Polyus’ total headcount. The highest level of female representation in Polyus is seen in the Republic of Sakha (Yakutia), where women hold 26% of positions. Number of mployees by region, 2022 Krasnoyarsk Territory 10,008 Irkutsk Region 4,753 Magadan Region 2,764 Republic of Sakha 2,571 Moscow 1,068 Khabarovsk Territory 176 Republic of Buryatia 83 Saint Petersburg 58 In total, in 2022, Polyus hired 7,814 employees, of which 6,502 were men and 1,312 were women. Share of managers recruited locally, % Year Managers from other regions Local managers 2020 45 55 2021 46 54 2022 41 59 Number of employees trained Year Number of employees trained Employees trained, as percentage of average headcount 2018 13,579 68 2019 18,264 93 2020 21,102 104
Annual review 2022 86 www.polyus.com 2021 23,917 110 2022 25,023 110 In 2022, the number of workers trained during the year rose 4.6% and made up around 110% of the Company’s average headcount. 38 38 This number is more than 100% because it includes current employees who have received training on various topics and new employees who have completed mandatory training.
Annual review 2022 87 www.polyus.com SOCIAL POLICY Polyus’ internal social policy is the key to developing employees, attracting top talent, and driving long-term motivation. We are committed to providing decent working conditions at the Company and offering a full benefits package that includes extra benefits and compensations beyond the statutory levels. In 2022, Polyus focused on maintaining its social support measures. The Company managed to keep its employee benefits package fully intact, despite facing new external challenges for the business. Polyus retained its accident insurance for all employee categories. Retired employee support Employee support in challenging situations • Financial assistance in case of unanticipated events, the death of an employee or their relative Care for workers and their families • Voluntary life and health insurance • Additional vacation • Meals and transport compensation • Access to sports clubs Support for families with children • Financial assistance for marriage / the birth of a child Employee benefits • Corporate mobile communications • Company vehicles Relocation packages POLYUS’ SOCIAL SUPPORT SYSTEM All employees working at remote sites are provided with dormitories, canteens, and leisure and laundry facilities. The Company is currently focused on centralizing its intra-group transportation services and reviewing its approach to airport transfers for employees working at production sites together with Polyus Logistics business unit.
Annual review 2022 88 www.polyus.com Area improvements were made at production sites, including greening and putting concrete paths in recreation areas, and dormitories and canteens were fully or partially renovated.
Annual review 2022 89 www.polyus.com Health and safety The health and safety of our employees is a top priority for Polyus, and every risk posed from technological processes or natural hazards is carefully analyzed to ensure a high level of safety. In accordance with international best practice and to align operations with national laws and voluntary initiatives as well as with ISO 45001 and ISO 14001 certification, an integrated HSE management system has been adopted at Polyus covering the HQ and all production facilities. In 2022, the Company successfully passed a surveillance audit, which confirmed that its HSE management system complies with ISO 45001. In addition, 19 of the largest and most hazardous facilities passed an external industrial safety audit, including five facilities at Polyus Krasnoyarsk and 14 at Polyus Logistics. The audit was conducted by an independent technical expert organization with relevant industry expertise. 2022 achievements 2.6 – SAFETY CULTURE SCORE ON THE BRADLEY CURVE 0.14 – LOST TIME INJURY FREQUENCY RATE (LTIFR) 2 FATAL INCIDENTS IN 2022 KEY EVENTS Development of a program to mark safe walking and driving areas Automation of incident and response reporting Introduction of a Company-wide single module induction briefing in line with new laws UN SUSTAINABLE DEVELOPMENT GOALS
Annual review 2022 90 www.polyus.com RELEVANT DOCUMENTS INTERNAL Health, Safety, and Environment Policy Substance Abuse Policy Road Safety Policy Golden Safety Rules Integrated HSE Management System Standard: o HSE Leadership Standard o Hazard Identification and HSE Risk Management Standard o HSE Training and Competency Standard o PPE Standard o Contractor Safety Management Standard o Road Safety Standard o HSE Management System Auditing Standard o Behavioral Safety Audits Standard o Incident Reporting, Registration, Recording, and Internal Investigation Standard o Health, Medical Support, and Emergency Medical Care Standard EXTERNAL ISO 45001 Federal Laws and legislative acts of the Russian Federation 2022 PERFORMANCE AGAINST GOALS Goal Status Summary of progress in 2022 Stabilize and maintain the safety culture level at or above the FY2021 level Achieved HSE plans were drawn up and approved At least 90% of the planned activities were implemented in 2022 Case study Artificial intelligence for security In 2022, Polyus continued to roll out its anti-sleep drowsy driving prevention system, which uses an on-board neural network that receives video data from a camera and automatically monitors the condition of the driver at the wheel by constantly looking for certain red flags and alerting the driver with a sound or light signal when any red flag symptom is detected.
Annual review 2022 91 www.polyus.com Polyus uses the anti-sleep drowsy driving prevention system to monitor for the following red flags: Drowsiness (fatigue/exhaustion) Camera obstruction Driver not in view Distraction Smoking while driving Talking on the phone Seat belt not fastened Stages of the incident investigation procedure: Daily incident review Reporting Confirmation of incidents by responsible persons Preparation of an incident summary Use of corrective actions as per the matrix In the two years since launch, the system has helped detect more than 180 potential drowsiness incidents, with drivers falling asleep while driving in 10 of these cases. In addition to preventing potential road accidents, the anti-sleep system has improved driving discipline and reduced the number of critical incidents three fold. No accidents involving vehicles equipped with the anti-sleep system have been recorded so far. Lost time injury frequency rate (LTIFR) among employees, per 200,000 hours worked 2018 2019 2020 2021 2022 0.09 0.08 0.10 0.18 0.14 Total registered injuries frequency rate (TRIFR) among employees, per 200,000 hours worked 2018 2019 2020 2021 2022 0.35 0.41 0.29 0.5 0.33
Annual review 2022 92 www.polyus.com Proportion of employees who completed health and safety training in 2022, % First Aid. Strokes and Heart Attacks. Cardiopulmonary Resuscitation HSE Minimum Training for All Company Employees Safety Culture Enhancement and HSE Management System for Managers Defensive Driving Safety Culture Promotion and Injury Prevention 121% 97% 63% 94% 95% Automotive accident rate (AARk) per 1 million km 2020 2021 2022 0.19 0.14 0.18
Annual review 2022 93 www.polyus.com Environmental stewardship Preserving nature in the regions where we operate, the sustainable use of natural resources, and reducing negative environmental impacts are core aspects addressed by Polyus in its operations. The Company adheres strictly to environmental legislation and strives to use advanced technologies that minimize harm to the environment. The Corporate Environmental Policy and long-term environmental management programs provide guiding principles on how to coordinate operations at all Polyus’ assets. The Company has its own corporate Standard for Environmental and Social Impact Assessments. The environmental management system is aimed at improving the effectiveness of environmental activities. In 2022, the HSE Committee was set up, chaired by Senior Vice President, Operations. The Committee is tasked with ensuring effective management of environmental issues, preparing recommendations for managers, and developing risk mitigation plans. In 2022, Polyus’ environmental efforts were recognized with numerous awards. In the Russian Market Leaders: Dynamics and Accountability nationwide competition, the Company won awards in several categories, including High-Quality Sustainability/ESG Reporting and Environmentally Responsible Business (Polyus Verninskoye). The Russian Association of Public Relations (RAPR) recognized Polyus with an award for creating a sustainable eco-friendly brand and developing tools for engaging with environmentalists. Polyus Aldan received a letter of gratitude from the Ministry of Ecology, Nature Management, and Forestry of the Republic of Sakha (Yakutia) for participation in the Nature and Us republic-wide event. 2022 achievements 93.22% OF WATER RECYCLED AND REUSED $263,000 SPENT ON BIODIVERSITY CONSERVATION 450 HA OF LAND REHABILITATED KEY EVENTS Assessment of risks at the Chulbatkan deposit according to the Company’s methodology Commissioning of the environmental health laboratory at Polyus Magadan; continued efforts to develop ecological laboratories at Kuranakh Installation of a tire shredder at Polyus Verninskoye Confirmation of Polyus Verninskoye’s certification for compliance with the International Cyanide Management Code UN SUSTAINABLE DEVELOPMENT GOALS
Annual review 2022 94 www.polyus.com RELEVANT DOCUMENTS INTERNAL Standard on Sustainable Use of Natural Resources, Prevention of Pollution of the Environment, Tracking and Reporting Environmental KPIs Biodiversity Conservation Standard Standard on Mine Closure and Land Recultivation Cyanide Management Standard Standard for Environmental and Social Impact Assessments Interaction with Contractors on Health, Safety, and Environment Standard Gold Mine Waste Quality Assessment System Standard Hazard Identification and HSE Risk Management Standard, including methodological guidelines for identifying and assessing environmental risks Environmental Policy Health, Safety, and Environment Policy Environmental Reporting Instructions Regulations on Timely Reporting Control EXTERNAL UN Global Compact ISO 14001 International Cyanide Management Code Federal Laws and legislative acts of the Russian Federation 2022 PERFORMANCE AGAINST GOALS Goal Status Summary of progress in 2022 Complete the Water Campaign, integrate relevant activities into day-to-day operations Achieved All activities were integrated into Polyus’ day-to-day operations Conduct a preliminary assessment of compliance with the Global Industry Standard on Tailings Management Achieved An audit was conducted, the Report on Tailings Storage Facilities was published Develop a comprehensive methodology for monitoring and assessing biodiversity risks applicable to all business units Achieved Regulations on Risk Assessment and Biodiversity Monitoring were developed Continue project activities to support biodiversity in the Achieved The project to maintain population levels for wild ungulates and
Annual review 2022 95 www.polyus.com Goal Status Summary of progress in 2022 Irkutsk Region and the Aldan District of the Republic of Sakha (Yakutia) and implement a project to preserve the biodiversity of Talan Island (Magadan Region) endemic species in the Vitim Nature Reserve continued in 2022, with research carried out with the support of Polyus Aldan to assess the status of the Siberian grouse; remote observations were launched for marine migratory birds nesting on Talan Island in the Sea of Okhotsk Design an automated tailings monitoring system Achieved The design stage of the system project was completed at most facilities, and pilot operation is ongoing Construct a landfill facility for industrial waste at Kuranakh On track Construction is underway, slated for completion in 2023 Case study BEST AVAILABLE TECHNOLOGIES AT POLYUS’ ASSETS In its ore mining and alluvial operations, the Company uses 31 of the 43 best available technologies (BATs) listed in the main industry information and technical reference book on the best available technologies, Extraction of Precious Metals (approved by Rosstandart Order #2840 dated 15 December 2017). BATs used in Polyus’ operations include water recycling (BAT 43), neutralization of cyanide-containing pulps with reagents (BAT 38), heap leaching (BAT 29), bacterial stripping of minerals (BAT 20), flash flotation (BAT 19), etc. BATs not employed in the Company’s operating processes are mainly those that are not relevant, for example BAT 25 (processing of mature amalgamation tailings) is not applied in Polyus’ operations due to a lack of such tailings. At the same time, the Company applies BATs specified in other approved information and technical reference books. For example, BATs 2–4 of the Wastewater Treatment reference book (approved by Rosstandart Order #1578 dated 15 December 2015), which focus on water withdrawal and wastewater reduction, form the basis of the Company’s water stewardship strategy. By applying BATs in its operating processes, Polyus mitigates the negative impacts from its operations on the environment, reduces water withdrawal and effectively neutralizes hazardous waste.
Annual review 2022 96 www.polyus.com Total water withdrawn, pit water discharged, ‘000 m 3 , and specific freshwater withdrawal, m 3 per tonne of ore processed, 39 2020–2022 Year Pit water (discharge without use) Water intake for production needs Total Specific freshwater withdrawal, m 3 per tonne of ore processed 2020 12,560 22,712 35,272 0.22 2021 9,061 23,061 32,122 0.20 2022 2,976 24,588 27,564 0.22 Significant air emissions, tonnes Year Solids (dust emissions) Carbon oxides (CO) Nitrogen oxides, including nitrogen dioxide (NO2) Sulfur oxides (SOx) Volatile organic compounds (VOCs) 2020 11,782 12,301 8,455 3,782 1,117 2021 8,168 9,173 7,325 2,776 1,122 2022 9,103 7,553 5,155 2,336 1,063 Stored, recycled, and neutralized waste, kt 2020 2021 2022 Stored 116,765 118,705 335,983 Recycled 235,332 251,131 82,702 Neutralized 1.3 1.0 0.7 39 2022 saw a year-on-year increase in specific water consumption due to the specifics of the accounting methodology for ore processing using heap leaching. Under this methodology, ore is recognized as processed at the time of heaping, and by the time the actual irrigation begins, all ore is already shown as processed. As a result, specific water consumption is lower for the years when heaping was done and higher for the years of irrigation.
Annual review 2022 97 www.polyus.com Total area of disturbed and rehabilitated land, ha Year Land disturbed Land rehabilitated 2020 1,736 227 2021 808 1,640 2022 977 450 Total overburden and tailings waste, mt Overburden Tailings (solid phase) Generated 352.16 46.07 Stored 303.94 31.99
Annual review 2022 98 www.polyus.com Energy and climate change In view of the severity of the potential consequences of climate change, responding appropriately to this serious issue is a priority strategic area for the global business community. Polyus is fully committed to climate change action and takes meaningful steps towards reducing greenhouse gas (GHG) emissions. The Company’s management pays close attention to climate-related issues, which are embedded into the corporate governance system. The sphere of climate change is overseen by the Board of Directors. In 2022, Polyus completed a major effort to integrate its calculation methodologies as well as current and future initiatives to reduce the Company’s carbon footprint within a single corporate climate strategy. In 2022, Polyus Krasnoyarsk and Polyus Aldan completed extensive efforts to optimize performance specifications for coal-fired boilers and select the best fuel types. Within its climate strategy, the Company also decided to switch heat supply at Polyus Aldan from coal to gas to reduce direct emissions from coal combustion. In 2022, the Company started preparations for connecting its facilities to the gas infrastructure. 2022 highlights 13% annual increase in gross greenhouse gas emissions (Scope 1 and 2) 4% reduction in coal consumption vs. 2021 100% of Polyus’ consumed electricity comes from renewable energy sources Key events Approval of the Polyus Climate Strategy 40 Approval of the Operations and Technical Development Unit’s Functional Strategy on Production Asset Management until 2027 40 For more information about the Climate Strategy, see the Polyus website. UN SUSTAINABLE DEVELOPMENT GOALS
Annual review 2022 99 www.polyus.com RELEVANT DOCUMENTS INTERNAL Polyus Climate Strategy Operations and Technical Development Unit’s Functional Strategy on Production Asset Management until 2027 Sustainable Use of Natural Resources and the Prevention of Environmental Pollution Standard Standard for Planning and Accounting for Electricity Consumption Standard for Calculating Specific Energy Consumption Metrics EXTERNAL Recommendations from the Task Force on Climate-Related Financial Disclosures Recommendations from the Intergovernmental Panel on Climate Change Greenhouse Gas Protocol Corporate Accounting and Reporting Standard Strategy of Socio-Economic Development of the Russian Federation with a Low Level of Greenhouse Gas Emissions until 2050 2022 PERFORMANCE AGAINST GOALS Goal Status Summary of progress in 2022 Cover 100% of production assets’ electricity needs by energy from renewable sources Achieved The share of renewables in the Company’s electricity consumption was 100% Develop and approve the Polyus Climate Strategy Achieved Strategy approved, units’ areas of responsibility determined. Relevant efforts started across key areas of focus Implement an automated accounting system for energy resources across business units On track Sourcing of equipment and drafting of design documents underway Develop an energy efficiency program Achieved Developed and approved as part of the Operations and Technical Development Functional Strategy on Production Asset Management until 2027 Case study Cooperation to tackle climate change In pursuing its climate policy, Polyus relies, among other documents, on the Strategy of Socio- Economic Development of the Russian Federation with a Low Level of Greenhouse Gas Emissions until 2050. The Company welcomes and embraces improvements to national carbon regulation while remaining committed to transparency as well as to increasing and enhancing its climate- related disclosures. Pursuant to Resolution of the Russian Government #707 dated 20 April 2022, the Company will submit its Report on Emissions by the Biggest Emitters (150+ kt) in 2023. Polyus embraces cooperation to tackle climate change by promoting related engagements and coordinating its efforts with stakeholders. In 2021, Polyus co-founded the National ESG Alliance,
Annual review 2022 100 www.polyus.com whose mission is to support the transition of the Russian economy to the sustainable model of development through partnerships and consolidation of efforts between various stakeholders to preserve the environment, promote societal well-being, and drive long-term business growth. The Company is part of the Alliance’s Ecology, Climate, and Environmental Protection Committee. Share of renewable electricity consumption at Polyus’ production assets, % Case study Risks and opportunities within the Climate Strategy The most significant physical risks identified by Polyus: Change in the number of days with extremely low temperatures leading to potential interruption of operations and accelerated amortization is the risk most relevant to the Company under the SSP5 – 8.5 °С scenario Change in the number of days with extremely strong winds and water scarcity are the risks relevant under all three scenarios The Company’s key transition risks include: The emergence of additional expenses associated with decarbonization trends. Polyus also seeks to seize climate-related opportunities to improve operational efficiency. Lessons learned Based on the results of the qualitative and quantitative risk assessment, Polyus has established the materiality of all TCFD-recommended risk factors. Current results suggest that none of the existing risk factors has a critical impact, including due to the favorable location of our assets (the 80 80 100 100 20 20 2019 2020 2021 2022 Renewable electricity Non-renewable electricity
Annual review 2022 101 www.polyus.com Company’s operating regions include permafrost areas, but none of our constructions is located directly on permafrost soils). As part of developing risk management measures, we have identified possible adaptation solutions. Total direct and indirect GHG emissions and carbon intensity, mt CO2-e 41 41 GHG emissions were calculated using the market-based and location-based approach, taking into account national certificates. When calculating using the location-based approach without taking into account the certificates, the amount of gross GHG emissions (Scope 1 and 2) is 2.2 million tons of CO2-eq. 1,67 1,51 1,33 1,51 0,73 0,51 0,01 0,01 55 32 20 23 -50 -30 -10 10 30 50 0 0,5 1 1,5 2 2,5 3 2019 2020 2021 2022 Energy indirect GHG emissions adjusted with contractual instruments, Scope 2 Direct GHG emissions, Scope 1 Specific GHG emissions, kg CO2-e per tonne of ore processed
Annual review 2022 102 www.polyus.com Total direct GHG emissions by sources, kt CO2-e 404 1,001 69 3 29 Stationary sources Mobile sources Calcination Lubricants Explosives
Annual review 2022 103 www.polyus.com Local communities Polyus has a holistic and comprehensive approach to managing interactions with local and indigenous communities, governments, and regulators. This approach entails not only communication but also includes the social and economic development of our regions of operation, participating in federal and regional investment projects, remitting taxes to budgets at all levels, creating economic value for stakeholders and giving preference to working with local suppliers. In 2022, Polyus completed the development of its new charitable and sponsorship activities concept. The purpose of the concept is to create an effective operational charity management strategy and model that take into account current trends in the HQ and business units, best industry practices, and the UN Sustainable Development Goals as well as the federal and regional specifics of the Company’s operations. The Company maintains effective relationships with government bodies at both federal and regional levels and receives feedback on its activities, including letters of gratitude for its contribution to the development of local communities. To implement infrastructure and other socially important investment projects, Polyus enters into social and economic partnership agreements with regional and local government bodies. As part of the Safe and High-Quality Roads National Project and a cooperation agreement between Polyus and the Government of the Krasnoyarsk Territory, the Company has renovated several sections of a strategically important highway. In the Krasnoyarsk Territory, the Company also supports the Yenisei Siberia Comprehensive Investment Project to drive the region’s social and economic growth. All of Polyus’ business units, except for the Chulbatkan deposit, which joined the group in 2022, have signed social and economic partnership agreements in their respective regions of operation. Five agreements were renewed in 2022, with work continued under existing agreements. Despite the unstable environment for Russian businesses, Polyus fully maintained its social support in 2022, including across its regions of operation. Our social investments for the year came in at RUB 5 bln ($72.6 mln), up 5% year-on-year. 2022 highlights RUB 5 bln allocated to social support activities 42 RUB 32.8 bln in tax and license payments remitted to the federal budget 16% share of local procurement 42 $72.6 mln at the average annual USD/RUB exchange rate of 68.55.
Annual review 2022 104 www.polyus.com Key events The approach to charity, donations, and sponsorship updated Polyus’ internal documents on engagement with local communities and government bodies updated A program to expand cooperation with national suppliers was launched and the supply chain redesigned, with the search for new markets underway RELEVANT DOCUMENTS INTERNAL Charity, Donations, and Sponsorship Policy Regulations on Charity and Sponsorship Project Management Standard for Engagement with Indigenous Peoples Standard for Resettlement Regulations on Interacting with State Authorities, Local Governments, and Infrastructure Organizations Stakeholder Engagement Policy Human Rights Policy Supplier Code of Conduct Anti-corruption Compliance Policy Interaction with Contractors on Health, Safety, and Environment Standard EXTERNAL UN Global Compact 2022 PERFORMANCE AGAINST GOALS Goal Status Summary of progress in 2022 Finalize the charitable and sponsorship activities concept Achieved The concept has been finalized, with internal documents updated to support its adoption: Charity, Donations, and Sponsorship Policy Regulations on Charity and Sponsorship Project Management UN SUSTAINABLE DEVELOPMENT GOALS
Annual review 2022 105 www.polyus.com Hold the annual Territory Festival of Modern Art Achieved The Territory Yakutsk Modern Art Festival was held from 2 June to 8 June in partnership with the Territory International Modern Art School and Festival and the Moscow Museum of Modern Art (MMOMA) Hold the annual Polyus Golden Season Theater Contest Achieved The finals of the seventh annual Polyus Golden Season Theater Contest were held as part of the Territory Yakutsk Festival. The contest was also named a winner of The Best Social Projects in the Russia National Award in the Culture, Art, Religion category Support the Moscow Kremlin Museums Achieved Polyus maintained its engagements with the Moscow Kremlin Museums. For example, Polyus supported the organization of the 100th Anniversary of the USSR: Chicherin and the Soviet Diplomacy exhibition to mark 150th anniversary of the birth of the first Soviet Minister of Foreign Affairs Create the Polyus charity foundation On track The creation of a charity foundation was agreed, with the entity now pending final approval and official registration Deliver on the program to expand cooperation with national suppliers On track A Commission on expanding cooperation with national suppliers was set up Case study Expanding cooperation with national suppliers In 2022, Polyus decided to take consistent measures to materially reduce its exposure to foreign equipment. To coordinate these efforts, we created a dedicated unit and set up a collective body – the Standing Commission on expanding cooperation with national suppliers. A range of measures addressing this issue and prioritized based on criticality and urgency has been summarized in the relevant Program. We have analyzed offers in the industrial equipment market to shortlist a number of Russian companies we have teamed up with to manufacture alternatives that match our needs. We intend to test the resulting pilot products in a live environment so as to verify and validate the claimed technical performance. If the tests are successful, the product may be rolled out across the Company’s production facilities. Polyus sets the bar high for products to be used in its operations, leveraging its long track record of applying cutting-edge foreign technologies. This approach provides an additional incentive for Russian manufacturers to build up their own technological capabilities. Lessons learned: Our Program to expand cooperation with national suppliers facilitates technological independence from foreign solutions, equipment, spare parts, and consumables. This unlocks opportunities to make project solutions for new projects without reliance on foreign manufacturers and service providers and supports informed and technically feasible choices. The adoption of Russian equipment alternatives safeguards Polyus against the impact of external restrictions while driving operational resilience and business growth.
Annual review 2022 106 www.polyus.com Distribution of suppliers by region (by procurement volume), % Moscow 33 Krasnoyarsk Territory 12 Magadan Region 7 Novosibirsk Region 5 Irkutsk Region 5 Sverdlovsk Region 5 Perm Territory 4 Saint Petersburg 4 Saratov Region 3 Imports 3 Other regions 19 Local procurement by region, 2022 Krasnoyarsk Territory Irkutsk Region Republic of Sakha (Yakutia) Magadan Region Saint Petersburg Moscow Total number of suppliers 1,770 1,064 616 609 82 56 Number of local suppliers 486 267 47 42 22 41 Spending on local suppliers 9% 23% 9% 34% 11% 23%
Annual review 2022 107 www.polyus.com Corporate governance Corporate governance system The corporate governance model of Polyus PJSC ensures a proper balance between the interests of the Company’s corporate governance participants, boosting business performance, supporting its strategic and operational goals, and increasing the shareholder value. Polyus is constantly improving our governance approaches and principles to ensure they are relevant and fit for its goals, evolving with the changing needs of our growing business. The Company seeks to take into account the interests not only of shareholders and investors but also of other stakeholders, engaging them in active dialogue and cooperation. By maintaining systematic and well-established communication with all stakeholders, the Company can assess its existing opportunities and objectives in the most comprehensive way, promptly respond to most challenges and ensure sustained growth across the group. Most approaches to managing the Company and its key business processes are governed by the documents and policies implemented to formalize existing relations, to take into account the experience gained and to eliminate identified gaps. The Company regularly monitors the relevance of its adopted policies and procedures, updating them to reflect market practices and the interests of the corporate governance participants. In the reporting year, corporate governance models in Russia in general and at the Company in particular faced significant new challenges that had a major impact on both general corporate governance practices and relevant regulation approaches and on how the new environment was reflected in organizing the Company’s operations. The ongoing COVID-19 restrictions continued to affect the Company’s operations in 2022. However, the measures and efforts taken earlier to reduce this impact have stabilized the situation in general, and the Company has adjusted its corporate governance as necessary.
Annual review 2022 108 www.polyus.com The sanctions imposed against the Russian economy in 2022 resulted in a number of material changes to the Company’s day-to-day operations. Despite the stronger headwinds from the unprecedented sanctions, the lack of or inadequate information about possible lines of action in the new environment, and rapidly changing regulation, the corporate governance system in place at the Company made it possible to act promptly enough to incorporate new rules of conduct and adapt management tools to the new conditions. The Company’s corporate highlights in 2022 included: changes in the shareholding structure, resulting in the absence of controlling shareholders; significant changes in the membership of the Board of Directors and a new Board elected mostly from management team members; changes in the principles of, and approaches to, setting up the activities of the Board Committees; and changes in the approaches to operational and financial planning in the context of imposed restrictions.
Annual review 2022 109 www.polyus.com Amid the challenges of 2022, the Company’s key priorities and the main focus of its management were to ensure business continuity, fulfill the Company’s obligations to its employees and counterparties, and maintain the shareholder value of Polyus PJSC.
Annual review 2022 110 www.polyus.com General Meeting of Shareholders The General Meeting of Shareholders is the supreme governing body of the Company. Matters reserved to the General Meeting of Shareholders of Polyus PJSC (the “General Meeting of Shareholders” or the “Meeting”) are determined by the Federal Law On Joint Stock Companies and the Company’s Charter, which is based on applicable laws and key guidance from best practice in corporate governance. Participants of the General Meeting of Shareholders cast votes on a one share, one vote basis, except for cumulative voting, to elect members of the Board of Directors of Polyus PJSC. The Annual (Ordinary) General Meeting of Shareholders is held annually within the timeframe prescribed by applicable laws. Its agenda includes the following mandatory items: Election of members to the Board of Directors; Appointment of the auditor; Approval of the annual review; 43 and Distribution of profits (including dividend payment (declaration)) and losses for the year. A shareholder or a group of shareholders who collectively hold at least 2% of the voting shares in Polyus PJSC may propose agenda items for the Annual General Meeting of Shareholders and nominate candidates to the Board of Directors of Polyus PJSC. Such proposals must be submitted to the Company no later than 60 days after the end of the reporting year. General Meetings of Shareholders other than the annual (ordinary) shareholder meeting are referred to as Extraordinary General Meetings of Shareholders. An Extraordinary General Meeting of Shareholders is convened by decision of the Board of Directors of Polyus PJSC on its own initiative, upon request from the auditor of Polyus PJSC, or as requested by shareholder(s) holding at least 10% of the voting shares in the Company as at the date of such request. The Company makes every effort to best meet the interests of its shareholders when preparing and holding the Meetings, including by: providing information (materials) in advance (at least 30 days prior to the date of the Meeting) on the Company’s website (including in English) for shareholders to prepare for the Meetings; communicating to shareholders the Board’s recommendations and position on key matters to be reviewed by the Meeting; promptly publishing corporate action notices and Minutes of the Meetings on the Company’s website and other information portals; 43 On 30 September 2022, the Annual General Meeting of Shareholders approved a new version of the Company’s Charter, which transferred the authority to approve annual accounting (financial) statements to the Board of Directors (all shareholders retain their right to access and read the statements).
Annual review 2022 111 www.polyus.com enabling shareholders to take part in a Meeting via electronic voting in the shareholder’s personal account on the website of the Company’s registrar; and holding General Meetings of Shareholders in-person in the city of its location (Moscow) during the entire period of the Company's life, thus enabling shareholders to plan their in-person attendance of the Meetings in advance. In 2022, amid the continuing impact of COVID-19 restrictions and to mitigate the risks of spreading the virus to shareholders or their representatives, the Company held its General Meetings of Shareholders in absentia. As soon as these restrictions on in-person Meetings are lifted, the Company will seek to resume the Meetings in the form of joint attendance (in person) to fully take into account the interests of minority shareholders and enable direct communication between the Company’s representatives and its key stakeholders. In 2022, two General Meetings of Shareholders were held: An Extraordinary General Meeting of Shareholders on 6 June 2022 (in absentia), which elected the Company’s new Board of Directors, as more than half (six out of nine) of the Directors had withdrawn from the Board and a quorum for decision making was not present. The Annual General Meeting of Shareholders on 30 September 2022 (in absentia) with the following agenda: approval of the Annual Review of Polyus PJSC and annual accounting (financial) statements of Polyus PJSC for 2021; distribution of profits and losses of Polyus PJSC for 2021, including payment of a final dividend for 2021 on Polyus PJSC shares; election of members to the Board of Directors of Polyus PJSC; approval of new versions of the Charter and the Regulations on the General Meeting of Shareholders of Polyus PJSC; and approval of auditors for RAS accounting (financial) statements and IFRS consolidated financial statements of Polyus PJSC.
Annual review 2022 112 www.polyus.com Results of the Annual General Meeting of Shareholders (30 September 2022)
Annual review 2022 113 www.polyus.com Changes to major shareholdings in the Company in 2022 Until April 2022, Said Kerimov was the controlling shareholder of the Company, indirectly holding 76.34% of its voting shares. On 4 April 2022, Wandle Holdings Limited IJSC sold a part of its stake in the Company representing 29,99% of the Company's issued share capital to AKROPOL GROUP LTD (beneficially owned by Mr. Akhmet Palankoyev), and Said Kerimov thus ceased to be the Company’s controlling shareholder (as a result of this transaction, Said Kerimov reduced his interest in the Company from 76.34% to 46.35%). On 13 May 2022, Said Kerimov donated 100% of shares of Wandle Holdings Limited IJSC, which owns 46.35% of Company’s shares capital, to the Fund for Support of Islamic Foundations and ceased to have any economic interest or ownership rights in respect of the Company, whether directly or indirectly. Therefore, as of the end of 2022, the Company had no controlling shareholders holding more than 50% of voting shares in the Company. At the end of the reporting period, the Company’s major shareholders included: Wandle Holdings Limited IJSC (wholly owned by the Fund for Support of Islamic Foundations), which directly held 46.35% of the voting shares in the Company, and AKROPOL GROUP LTD (99% of the share capital of AKROPOL GROUP LTD is owned by Akhmet Palankoyev), which directly held 29.99% of the voting shares in the Company. After receiving a stake in the Company in May 2022, a representative of the Fund for Support of Islamic Foundations said that the Fund would not be involved in the day-to-day running of the business and entrusts all the main administrative powers to the management of PJSC "Polyus".
Annual review 2022 114 www.polyus.com The Board The Board of Directors of Polyus PJSC is responsible for strategic management of the Company and decision making on key matters related to the Company’s current business, except for those reserved to the General Meeting of Shareholders by applicable laws or the Company’s Charter. The Board’s role and responsibilities The Board’s key role is to create and increase shareholder value by providing professional management of the Company. The Board is accountable to shareholders for ensuring the Company’s success. The Board is also accountable to shareholders for the Company’s long-term success: developing the strategy, determining acceptable risk levels (which includes establishing a framework of controls to enable risk to be assessed and managed), establishing the Company’s values and standards, ensuring adequate governance, promoting ethical behavior standards in commercial activity, and managing other key business areas. The Board is responsible for: developing the Company’s strategy and the overall management strategy; guiding the overall direction of the business and performance improvement; ensuring the long-term success of the Company, taking into account the interests of all stakeholders; ensuring the effectiveness of the corporate governance system; and ensuring the compliance of the Company’s activities with the Health and Safety Policy, Environmental Policy, Stakeholder Engagement Policy, Policy on Charity, Donations, and Sponsorship, and the Code of Corporate Conduct as well as other internal documents. This mission requires a highly skilled and experienced Board, with each of the Board members contributing to management decision-making processes. Composition of the Board In accordance with the Charter, the Company’s Board of Directors consists of nine members 44 . The number of Directors has remained the same since the Company’s inception (in 2006), and, as the Company believes, this is optimal given the scale of our operations, management specifics, and industry best practice of setting up the proceedings of the boards of directors at mining companies. 44 The Company’s Board of Directors currently operates with 8 members, as Mikhail Stiskin is deemed to have withdrawn from the Board as from 29 November 2022, pursuant to his letter of resignation.
Annual review 2022 115 www.polyus.com 100% 100% 100% 88% 88% 38% Strategy and development Industry expetise Finance and audit ESG Transactions and M&A HR The Company's Board of Directors skills overview
Annual review 2022 116 www.polyus.com Changes in the Board composition during the reporting year Since its inception, when electing its Board of Directors, Polyus PJSC has sought to ensure a strong presence of Independent Directors meeting the objective independence criteria of stock exchanges and widely accepted guidance from best practice. Starting from December 2017, the Board of Directors and its Committees always included four Independent Directors who were foreign nationals, with the proportion of Independent Directors on the Board exceeding 40%. In the first half of 2022, the geopolitical environment prompted major changes in the Board composition, in particular the withdrawal of Independent Directors. Edward Dowling, Kent Potter and William Champion are deemed to have withdrawn from the Board of Directors on 8 March 2022 and Maria Gordon – on 9 March 2022. In apart from the Independent Directors, Said Kerimov withdrew from the Board of Directors (Said Kerimov is deemed to have withdrawn from the Board of Directors on 4 April 2022). Pavel Grachev withdrew from the Board of Directors (Pavel Grachev is deemed to have withdrawn from the Board of Directors on 12 April 2022). On 11 April 2022 Pavel Grachev also left his position as CEO of the Company. At the same time, amid financial market challenges, the Russian regulator and stock exchanges temporarily waived the minimum independence requirements for directors on the boards of Russian public listed companies. The Company’s shareholding structure has also changed, with no Polyus shareholder now playing a controlling role in the Company. To ensure business continuity of Polyus PJSC in this environment and avoid undesired consequences of the Board potentially suspending its work, the Company decided to elect a new Board, comprised mostly of management team members with the necessary expertise, skills, and knowledge to ensure Board continuity on strategic and operational aspects. In discharging their duties as Board members, new Directors are guided first and foremost by the Company’s long- term interests. Polyus PJSC has repeatedly reiterated its commitment to advanced corporate governance practices and its interest in engaging professional independent directors who have no conflicts of interest with peer companies or other obstacles to fully discharging their duties as the Company’s Independent Directors. In particular, after several Directors left the Board in the second quarter of 2022, the Company publicly stated its interest in finding candidates for the positions of new independent highly skilled Directors. The Company believes that in the current environment, the number of Directors and the composition of its Board fully match the needs of the Company, its shareholders, investors, and other stakeholders. At the same time, the Company constantly monitors the rapidly changing situation and is willing to consider adding Independent Directors to the Board if conditions for this are formed.
Annual review 2022 117 www.polyus.com Chair of the Board As at the end of 2022, Vladimir Polin was Chair of the Board of Directors of Polyus PJSC (first appointed as Chair on 7 June 2022). 45 In accordance with the Regulations on the Board of Directors, the Chair’s responsibilities include effective governance and operation of the Board (including the active involvement of individual Board members). In particular, the Chair’s responsibilities include: governance of the Board in line with best standards of corporate governance; ensuring the effectiveness of the Board Committees’ activities; setting the agenda and holding Board meetings; creating a comfortable working environment to promote constructive debate and effective decision making; ensuring that Minutes of Board Meetings are recorded and kept; promoting efficient relationships and communication between Directors and the Company’s executives; and ensuring efficient communication with shareholders and stakeholders. 45 During the reporting year, the position was filled by Edward Dowling from the start of the year to 9 March 2022 and by Sergei Nossoff between 9 March 2022 and 6 June 2022 (Sergei Nossoff was not re-elected by Extraordinary General Meeting of Shareholders on 6 June 2022).
Annual review 2022 118 www.polyus.com Board activity The Board acts within formal, transparent arrangements for assessing how to apply corporate reporting, risk management, and internal control principles as well as for maintaining an appropriate relationship with Polyus’ auditors. The identification and assessment of risks, along with their management and mitigation, are of greater importance to the Company’s business. Details of the Company’s principal risks and uncertainties can be found in the Risk Management Section of the Annual Review. In 2022, Board members met frequently in compliance with the formal schedule of matters reserved to the Board to discharge their duties in the best interests of the Company. The process for the preparation and holding of Board meetings is governed by the Regulations on the Board of Directors. During 2022, Board members held 22 meetings (seven in-person meetings and 15 meetings in the form of absentee voting), reviewing 41 matters. The principal matters reviewed by the Board in 2022 included: approval of the Company’s Climate Strategy; motivation of employees and senior managers; approval of transactions; convening and holding General Meetings of Shareholders; buyback of Company shares and placement of Company bonds; and performance and reporting review. Performance evaluation of the Board of Directors Prior to significant changes in the Board composition, the Company conducted an annual independent performance evaluation of the Board of Directors and its Committees. In late 2021 and early 2022, the Company engaged a professional consultant to conduct an independent performance evaluation of the Board of Directors, which included an evaluation of each Committee and the Chair of the Board. The next evaluation (self-evaluation) is scheduled for the next reporting period.
Annual review 2022 119 www.polyus.com Board Committees The Committees of the Board of Directors were established to preview matters submitted to the Board of Directors for discussion in order to gain a better understanding of such matters and make voting recommendations to the Board. The composition of Committees, chairs, and regulations are approved by decision of the Board of Directors. The Committees include only members of the Company’s Board of Directors but can also engage both Company employees and external experts in organizing and providing administrative support for the Committees’ proceedings. Committees serve as consultative and advisory bodies that deal with the issues raised by the Board. They may not act on behalf of the Board, are not considered to be governing bodies of the Company, and they have no powers in relation to the management of Polyus PJSC. Committee meetings are held separately from Board meetings. This procedure provides for extra attention to be paid to issues requiring preliminary consideration by the Board prior to the Board’s approval. In addition, the Committee meetings determine the necessity (or highlight other aspects) of the Board’s approval for a specific issue. Committee decisions are taken by majority vote of members participating in a Committee meeting. Each Committee member has one vote, and the Committee Chair has no casting vote in the event of a tie. Details of the procedure for nominating and electing members of the Board Committees are set out in the Charter of Polyus PJSC and the relevant Committee Regulations (https://polyus.com/ru/company/corporate_governance/company-documents/). As of the beginning of the reporting year, the Board of Directors of Polyus PJSC had the following committees: Audit Committee (a mandatory committee under MOEX listing requirements); Nominations and Remuneration Committee (a mandatory committee under MOEX listing requirements); Strategy Committee (a non-mandatory committee under MOEX listing requirements); and Operations Committee (a non-mandatory committee under MOEX listing requirements). After Independent Directors left the Board of Directors (in March 2022) and until the new Board of Directors was elected (in June 2022), the Committees were not active, including due to the absence of relevant matters to be reviewed by the Board. In June 2022, a new Board of Directors was elected at the Company, comprised mostly of members of the Company’s management team with a good grasp of current operational issues and a granular understanding of the Company’s strategy execution. Following the changes in the Board composition and its tasks, the Board decided it was advisable to elect a new Audit Committee and a new Nominations and Remuneration Committee (including due to the requirements of stock exchanges). The Strategy Committee and the Operations Committee temporarily suspended their activities after the second quarter of 2022 and were not elected, while the respective regulations on the Committees remained in effect.
Annual review 2022 120 www.polyus.com If the current situation changes and a business need arises, the Company’s non-mandatory committees may resume their activities, and other Board Committees could be established.
Annual review 2022 121 www.polyus.com Chief Executive Officer (CEO) As of the end of 2022, Alexey Vostokov was the CEO of Polyus PJSC (appointed on 12 April 2022). Until 11 April 2022 (inclusive), Pavel Grachev was CEO of the Company. The CEO’s role is to manage the Company’s day-to-day operations, ensuring they are consistent with the policies developed by the Board and executed in such a way that they meet operational, financial, and legal requirements. The CEO implements the Company’s strategy, oversees the execution of its approved business plan, and promotes the Company’s culture and standards. The CEO is responsible for: managing the Company’s business; implementing the Company’s strategy and policies; and implementing decisions of the Board of Directors and resolutions of the General Meeting of Shareholders.
Annual review 2022 122 www.polyus.com Corporate Secretary Anastasia Openkina has been the Corporate Secretary of Polyus PJSC since 20 August 2020. The Corporate Secretary’s key duties are to: contribute to implementing the Company’s disclosure policy and ensure the maintenance of the Company’s corporate documents; ensure communication between the Company and its shareholders and participate in preventing corporate conflicts; ensure the implementation of procedures to protect the rights and legitimate interests of shareholders in accordance with the law and internal documents, and oversee their execution; prepare and facilitate the Company’s General Meeting of Shareholders; prepare and facilitate the meetings of the Board of Directors and its Committees; support Polyus’ status as a public company, engage with regulatory authorities, securities market operators, depositories, registrars, and other professional security traders; develop and update internal documents governing the Company’s corporate governance system; set up procedures to develop Polyus’ corporate governance system; and immediately notify the Board of any identified violations of laws or Polyus’ internal documents for which the Company’s Corporate Secretary has compliance responsibility. The functions of the Corporate Secretary of Polyus PJSC are set out in the Company’s Charter and the Regulations on the Corporate Secretary of Polyus PJSC, revised by the Board of Directors on 22 November 2022.
Annual review 2022 123 www.polyus.com Remuneration of the Board of Directors In 2022, the Board of Directors of the Company consisted of the following three categories: Executive Directors; Non-executive Directors representing major shareholders of the Company; and Independent Non-executive Directors. In accordance with the Company’s Directors’ Remuneration Policy, only Independent Non- executive Directors are entitled to receive remuneration for their services as members of the Board. Since 19 August 2020, the remuneration and compensation for members of the Board of Directors are paid in the amounts pursuant to the Regulations on Remuneration and Compensation for Members of the Board of Directors of Polyus PJSC, which were adopted by resolution of the General Meeting of Shareholders of Polyus PJSC (Minutes #02-20/ОСА dated 19 August 2020). The basic remuneration of the Board of Directors is as follows: Chair of the Board of Directors – $370,000 for the corporate year; Senior Independent Director – $225,000 for the corporate year; and Independent Directors (other than the Board Chair and the Senior Independent Director) – $185,000 for the corporate year. Additional remuneration is paid to Independent Directors for the performance of additional duties as follows: for the Audit Committee: o Chair of the Committee – $80,000 for the corporate year; o member of the Audit Committee – $20,000 for the corporate year; for all other Committees: o Chair of the Committee – $50,000 for the corporate year; and o member of a Committee – $20,000 for the corporate year. In the reporting year, Independent Directors served on the Board of Directors until 9 March 2022. Board members elected after 6 June 2022 were not Independent Directors and did not receive remuneration for serving on the Board. In 2022, members of the Board of Directors were paid a total remuneration of RUB 20,806,000 ($303.5 thousands) as well as compensations totaling RUB 237,000 ($3.5 thousands) 46 . 46 For presentation and comparison purposes, the ruble payments were converted into dollars at the average annual USD/RUB exchange rate of 68.55.
Annual review 2022 124 www.polyus.com Remuneration of senior management The remuneration of the CEO and other members of the senior management team consists of: a basic monthly salary, which is established in individual employment contracts; an annual bonus under the short-term incentive plan (STIP), linked to the attainment of corporate and functional KPIs and to an individual performance assessment; and an award of the long-term incentive program (LTIP) adopted by the Board in December 2016. Basic salaries are reviewed annually, with potential changes taking effect from 1 April and taking into account: individual and business performance; level of experience; scope of responsibility, including any changes during the year; and external comparisons to international and Russian peers. Annual bonuses under the STIP are based on performance targets calibrated and set by the Nominations and Remuneration Committee at the start of each financial year. Actual performance is measured in comparison to the preceding financial year. Targets within the STIP reflect the Company’s annual plan, which in turn reflects the Company’s strategic priorities. The corporate KPIs consist of: adjusted EBITDA; gold production volume; total cash cost per ounce of gold sold; and safety culture evaluation. The 2022 KPIs for the Vice Presidents and Senior Vice Presidents included a range of metrics related to ESG objectives, including: improving the quality of information disclosure on topics related to sustainable development; implementation of personnel training and development projects; development and implementation of a program of measures to build and maintain herd immunity against COVID-19; updating the Company’s anti-corruption policy, training employees on countering corruption; and assessment of employee satisfaction and involvement in achieving the Company’s goals. Each corporate and functional KPI has a predetermined minimum, target, and maximum value, against which the actual results are assessed. Achievement of target results will lead to an on- target STIP payment. Minimum and maximum results are rewarded according to a predetermined numerical scale for each KPI.
Annual review 2022 125 www.polyus.com The on-target STIP opportunity is set at 100% of the annual base salary for all senior managers. The maximum opportunity is calculated individually for each KPI, but rarely exceeds 120% of the annual base salary for exceptional performance. Long-term incentive programs In accordance with the approved Long-Term Incentive Program for Senior Management of Polyus Group (the “Program”), members of the group’s senior management are paid remuneration in the form of ordinary shares in Polyus PJSC, subject to their meeting certain target KPIs set by the Board of Directors for consecutive three-year periods. In line with the Program’s current version, the maximum total number of shares that may be granted under the Program is about 0.93% of the share capital. The first tranche of shares under the second Long-Term Incentive Program for Senior Management of Polyus group was granted in 2021, and the second tranche was awarded in the first quarter of 2022. Under the option agreements executed under the Program, during 2022, eligible members of the senior management of Polyus group received 488,395 ordinary shares of Polyus PJSC, constituting 0.3589% of the entire issued share capital of Polyus PJSC.
Annual review 2022 126 www.polyus.com Diversity policy Polyus recognizes and embraces the principle that diversity benefits and enhances the quality of its business performance. The Company views diversity at Board and senior management levels as an essential prerequisite to attaining its strategic objectives, as well as to achieving sustainable and balanced development. When deciding on candidates for senior management positions, diversity is considered from a number of perspectives, including gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service. All appointments are based on merit. Candidates are considered against objective criteria, with due regard to the benefits of diversity for Polyus. Potential benefits of diversity are: Creativity and different perspectives Individuals from different backgrounds and with different life experiences are likely to approach similar problems in different ways. Access to resources and connections By selecting candidates with different qualities, firms can gain access to different resources. For example, directors with financial industry experience could facilitate access to specific investors. Career incentives through signaling and mentoring Board and senior management diversity can signal to more junior employees that the Company is committed to promoting minority workers, or at least demonstrate that minority status is not a hindrance to their career prospects within the Company.
Annual review 2022 127 www.polyus.com Auditor On 30 September 2022, the Company’s General Meeting of Shareholders approved the following auditors of Polyus PJSC for 2022: AO Business Solutions and Technologies (Deloitte & Touche CIS JSC until 20 May 2022) – to audit the consolidated financial statements for 2022 in accordance with International Financial Reporting Standards (IFRS); and FinExpertiza LLC – to audit the accounting (financial) statements for 2022 in accordance with Russian Accounting Standards. The auditor candidates were screened by the Audit Committee and the Board of Directors of the Company and recommended for approval by the General Meeting of Shareholders. When selecting the auditors, the Audit Committee determined that the proposed candidates met the independence criteria. The Company has engaged AO Business Solutions and Technologies (Deloitte & Touche CIS JSC until 20 May 2022) to audit its IFRS financial statements since 2011 (for 12 years), and FinExpertiza LLC since 2015 (for eight years). AO Business Solutions and Technologies also provides auxiliary audit services and other consulting services to the Company and its controlled entities. Audit fees ($’000 47 , including VAT): Business Solutions and Technologies JSC 2022 Audit of the Company’s IFRS statements 70.0 Audit of subsidiaries’ IFRS statements 1,353.2 Auxiliary audit services and other services 422.4 Auxiliary audit services and other services provided by Business Solutions and Technologies JSC: 2022 Support in analyzing investment management processes for new exploration projects; and Consulting services for performance guidance, recommendations for improving business processes. FinExpertiza LLC 2022 Mandatory audit of the Company’s RAS statements ($’000, including VAT) 8.1 47 For presentation and comparison purposes, the ruble payments were converted into dollars at the average annual USD/RUB exchange rate of 68.55
Annual review 2022 128 www.polyus.com Anti-corruption efforts Polyus follows a zero-tolerance policy toward bribery – or any other form of corruption – at all levels. Polyus aims to ensure that the Company meets all anti-corruption law requirements, and the Company has always focused on high ethical standards and best practice in anti-corruption compliance. The Company complies with the applicable legislative requirements to combat corruption and bribery that prohibit or restrict certain actions when performing daily operations, establishing contacts, or engaging with partners. Polyus conducts business in line with its internal anti-corruption documents, which take into account all applicable anti-corruption laws of Russia and other countries where the Company and its employees operate. All anti-corruption initiatives and strategies are implemented with the direct involvement of the Company’s senior management. Essential issues relating to anti-corruption activities are included on the discussion agendas of the corporate governance bodies. The Company has specialists working in all of Polyus’ business units to ensure the effectiveness of the respective policies and procedures and to supervise their execution. In addition, some of the anti-corruption compliance functions are also performed by other Company employees and divisions. A number of functions involving control and communication are implemented with the aid of computerized tools. Polyus maintains an employee communication system dealing with anti-corruption compliance issues, which includes various forms of training, information support, and consultations. A hotline is available to all employees and interested parties to report and share information. Details of the hotline are available in the anti-corruption and anti-bribery section on the Company’s website: https://www.polyus.com/en/anti-corruption/?from=ru Polyus carries out preventive due diligence procedures to monitor its contractors, including the legality of their businesses and source of wealth, and also applies transaction monitoring in order to avoid the Company’s involvement in illegal activities and corrupt practices. In 2022, there were no legal proceedings against the Company or its employees related to corruption activities or any other non-ethical business practices.
Annual review 2022 129 www.polyus.com Human rights Polyus is committed to integrating best human rights practices into its business processes – and to embedding these practices into our decision making and due diligence activities. In 2022, the Company approved the updated Human Rights Policy, which provides guarantees of respect for the rights of all Company employees and local communities in its regions of operation. In accordance with its Human Rights Policy, Polyus strives to deliver on the following commitments: Create decent working conditions and ensure competitive and fair compensation. Ensure equal treatment for equal work and equal contribution throughout the employment journey, from hiring to promotion. Guarantee the right of employees to freedom of assembly and association, freedom of expression as well as the right to set up trade unions and engage in collective bargaining to protect their interests. Create a safe working environment at our enterprises and implement health and safety programs. Publicly condemn the use of forced and child labor and have zero tolerance for any form of such labor. Prohibit any form of discrimination against anyone on the grounds of race, gender, age, religion, ethnic background, social status, or other factors. Tolerate no discrimination, violence, or harassment. Promote the values of diversity and inclusion at all organizational levels, from entry level to senior management. Respect the right of employees to transparent and clear information about the Company’s activities. Polyus is committed to conducting its operations in accordance with national and international human rights legal requirements. The Nominations and Remuneration Committee is responsible for overseeing the implementation of the Human Rights Policy.
Annual review 2022 130 www.polyus.com Dividend policy According to the Dividend Policy of Polyus PJSC, the Company pays dividends on a semi-annual basis in the amount of 30% of the Company’s EBITDA. In 2022, the Board of Directors decided to recommend to the General Meeting of Shareholders of Polyus PJSC no final dividend for 2021 (2H 2021). When making this recommendation, the Board of Directors took into account the market environment and the fact that the Company was still assessing the impact of economic changes on its operations. The General Meeting of Shareholders has resolved not to distribute the net profit of Polyus PJSC for the 2021 reporting year (2H 2021) and not to declare or pay dividends. The Board of Directors will continue to consider dividend recommendations for future reporting periods in accordance with the existing dividend policy. Dividend declaration and payment over the past five years Reporting period Dividend per share, RUB Declared dividends, RUB mln Net profit for the year, RUB mln (IFRS) Share in net profit for the year (IFRS) 2022 The decision on the 2022 final dividend payment will be made at the Annual General Meeting of Shareholders in 2023 6M 2022 2021 167,421 22% 6M 2021 267.48 36,396 2020 387.15 85,360* 122,628 70% 6M 2020 240.18 32,681 2019 244.75 54,568* 124,969 44% 6M 2019 162.98 21,708 2018 143.62 36,481* 29,266 125% 6M 2018 131.11 17,351 * Total accrued annual dividend amounts include the 6M dividends for the respective years.
Annual review 2022 131 www.polyus.com Report of the Board of Directors 48 Responsibility Statement Objectivity, balance, and understandability According to analysis of this Annual Review and financial statements, the Board concluded that the information presented therein is objective, balanced, and easily understandable, meeting all applicable legal and regulatory requirements, and providing all stakeholders with the opportunity to look into the Company’s development strategy and business model as well as its performance. Operating activities (core businesses) The Strategic Report, which is included in this Board report by reference and is a part of it, provides a comprehensive overview of Polyus’ operations, financial position, strategy, and growth prospects. In 2022, the Company’s core business was the production and sale of gold. To support its operations, the Company’s also conducts exploration, construction, and R&D. For a review of Polyus’ performance and key highlights of the year ended 31 December 2022, as well as an outlook for the future and guidance on future performance, see Operational Section of this review. Risk identification, assessment, and management For a description of the principal risks and uncertainties as well as the risk management system, please see Risk Management Section of this review. Share capital The share capital of Polyus PJSC consists of 136,069,400.11 fully paid-up ordinary shares with a par value of RUB 1 each, issued in line with Russian laws. Polyus PJSC has no preferred shares, either outstanding or authorized. Additional ordinary shares exceeding the number of authorized but unissued ordinary shares as per the Charter of Polyus PJSC (20,070,190.89 shares) or any additional preferred shares may only be issued if the number of authorized shares as per the Charter of Polyus PJSC is changed by decision of shareholders. Shareholding structure As of 31 December 2022, the Company’s shareholding was as follows: 46.35% – Wandle Holdings Limited IJSC; 48 Information is disclosed in accordance with applicable laws and the listing rules of the stock exchanges that list Company securities.
Annual review 2022 132 www.polyus.com 29.99% – AKROPOL GROUP LTD; 22.50% – free float; 0.69% – senior management; and 0.47% – treasury shares (held by Polyus Service LLC, a subsidiary). Dividends For more details on the dividend policy, see the Dividend Policy section of this review. Statement of compliance with corporate governance principles Polyus PJSC complies with the corporate governance requirements established by the Russian laws on joint stock companies and the securities market. Polyus PJSC shares are included in the First Level quotation list of the Moscow Exchange. Polyus PJSC has incorporated most of the recommendations of the Corporate Governance Code approved by the Board of Directors of the Bank of Russia on 21 March 2014 and recommended for use by publicly traded joint stock companies (the Code is available at www.cbr.ru/statichtml/file/59420/inf_apr_1014.pdf). For more details on compliance with the recommendations of the Corporate Governance Code please see Additional Information of this report. Human resources policy and communications For more details on the Company’s HR policy and its employees, see the Sustainability Report. The 2022 Sustainability Report will be published no in May 2023. Environmental legislation Polyus’ environmental management system (EMS) in place covers all the Company’s assets and is part of our integrated HSE management system. The environmental management system enables prompt and flexible responses to any changes in the internal or external environment. All the Company’s controlled operations and service organizations have been certified to ISO 14001 and regularly take the necessary steps to extend the validity of their certificates. The Company continuously monitors the status of environmental initiatives and the progress toward environmental protection targets across its enterprises. To manage environmental issues, Polyus continues to develop and roll out best standards at all levels of its business. For more details on the Company’s environmental activities, see the 2022 Sustainability Report. Greenhouse gas emissions In 2022, the Company’s specific GHG emissions amounted to 0,023 tonnes of CO2 per tonne of ore processed. For more details on GHG emissions, including the emission calculation
Annual review 2022 133 www.polyus.com methodology, the Company’s GHG-abatement measures, and emission reduction targets, see the Company’s 2022 Sustainability Report and the published Climate Strategy. Auditor Each of the members of the Board of Polyus PJSC confirms that: he/she is not aware of any information or facts relevant for audit that have not been provided or otherwise communicated to the Company’s auditor; and he/she has done everything that is appropriate for a member of the Board in order to obtain any information or facts relevant for audit and to verify that such information or facts were duly communicated to the Company’s auditor. Jurisdiction and registered address Polyus PJSC was incorporated as a legal entity under the laws of the Russian Federation on 17 March 2006 with the Principal State Registration Number (OGRN) 1068400002990. The Company has its headquarters and registered office at Krasina St. 3 bldg. 1, office 801, Moscow, 123056, Russia. Phone: +7 495 641 3377 Vladimir POLIN Chair of the Board 28 April 2023
134 Financial statements PJSC “Polyus” Consolidated financial statements for the year ended 31 December 2022
135 PJSC “POLYUS” CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 CONTENTS PAGE MANAGEMENT RESPONSIBILITY STATEMENT FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 136 INDEPENDENT AUDITOR’S REPORT 137 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022: Consolidated statement of profit or loss 141 Consolidated statement of comprehensive income 142 Consolidated statement of financial position 143 Consolidated statement of changes in equity 144 Consolidated statement of cash flows 145 Notes to the consolidated financial statements 146-180
136 PJSC “POLYUS” MANAGEMENT RESPONSIBILITY STATEMENT FOR THE PREPARATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 Management of PJSC “Polyus” are responsible for the preparation of the consolidated financial statements that present fairly the financial position of PJSC “Polyus” and its subsidiaries (the “group”) as of 31 December 2022, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with International Financial Reporting Standards (“IFRS”). In preparing the consolidated financial statements, Management is responsible for: Properly selecting and applying accounting policies; Presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; Compliance with the requirements of IFRS and providing additional disclosures when compliance with the specific requirements of IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the group’s consolidated financial position and financial performance; and Making an assessment of the group’s ability to continue as a going concern. Management is also responsible for: Designing, implementing and maintaining an effective and sound system of internal controls, throughout the group; Maintaining adequate accounting records that are sufficient to show and explain the group’s transactions and disclose with reasonable accuracy at any time the consolidated financial position of the group, and which enable them to ensure that the consolidated financial statements of the group comply with IFRS; Maintaining statutory accounting records in compliance with legislation and accounting standards in the jurisdictions in which the group operates; Taking such steps as are reasonably available to them to safeguard the assets of the group; and Preventing and detecting fraud and other irregularities. The consolidated financial statements of the group for the year ended 31 December 2022 were approved by Directors on 15 March 2023. By order of the Management, _____________________ _____________________ Vostokov A.A. Kosarev S.I. Chief Executive Officer Director, Accounting and financial reporting under the power of attorney #76/Д-PZ dated 20.04.2022 Moscow, Russia 15 March 2023
137 INDEPENDENT AUDITOR’S REPORT To the Shareholders and Board of Directors of Public Joint Stock Company “Polyus”: Opinion We have audited the consolidated financial statements of Public Joint Stock Company “Polyus” and its subsidiaries (the “group”), which comprise the consolidated statement of financial position as of 31 December 2022 and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the group as of 31 December 2022 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRSs”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the group in accordance with the Auditor’s Independence Rules and the Auditor’s Professional Ethics Code, that are relevant to our audit of the financial statements in the Russian Federation together with the ethical requirements of the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (the “IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matter Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. The matter below was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
138 Why the matter was determined to be a key audit matter How the matter was addressed in the audit Recoverability of long-term ore stockpiles (Notes 3.12, 4.2.4 and 14) Long-term ore stockpiles are material to the group’s consolidated financial statements and represent a significant portion of the group’s inventories and total assets. As stated in the Note 14 to the consolidated financial statements, as at 31 December 2022 the long- term ore stockpile balance was USD 758 million (2021: USD 617 million). In accordance with the group’s accounting policy, ore stockpiles are valued at the lower of average production costs per unit of ore mined and net realisable value. Determination of net realisable value of long-term ore stockpiles depends on management estimates of expected timing of processing, gold content, future gold prices, exchange rates and processing costs as well as selection of appropriate discount rate. During 2022, the group recognised write- down to net realisable value of long-term low- grade ore stockpiles of Natalka mine in the amount of USD 95 million and Blagodatnoye mine in the amount of USD 4 million (during 2021: nil). We consider this area to be a key audit matter due to its materiality and high level of professional judgement involved in assessing the reasonableness of management assumptions used to determine the carrying value of this balance, given the fact that there are alternative approaches to estimate net realizable value. We obtained understanding of the group’s internal processes and relevant controls relating to the measurement of ore stockpiles and the assessment of net realisable value. We have performed substantive analytical procedures on production cost of ore stockpiles. We assessed the overall methodology applied to determine the cost of inventory and compared the method used to industry practice. We have tested the methodology used in and the mathematical accuracy of the model prepared by the management of the group to verify the amount of recognised write-down to net realisable value of long- term ore stockpiles. To assess management’s assumptions we have: Reviewed approved life of mine plans and held discussions with operational and finance management to understand future plans to process ore stockpiles; Challenged management’s assumptions about forecast prices, exchange rates, and macroeconomic parameters included in the calculation of the discount rate, comparing them with long-term analyst estimates; Critically assessed the reasonableness of management’s forecasts of future processing costs and technical recovery assumptions by comparing them to current and historical operational results. Tested completeness and assessed the presentation of information in the financial statements in respect of accounting policy and estimation uncertainty related to valuation of inventory. Other Information Management is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the consolidated financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor's report.
139 Our opinion on the consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
140 from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Tokarev Igor Valerievich (ORNZ #21906100732), Engagement partner, General Director AO “Business Solutions and Technologies” (ORNZ #12006020384) 15 March 2023
141 PJSC “POLYUS” CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2022 (in millions of US Dollars) Year ended 31 December Notes 2022 2021 Gold sales 5 4,172 4,904 Other sales 85 62 Total revenue 4,257 4,966 Cost of gold sales 6 (1,788) (1,468) Cost of other sales (73) (53) Gross profit 2,396 3,445 Selling, general and administrative expenses 7 (400) (334) Other expenses 8 (98) (152) Operating profit 1,898 2,959 Finance costs 9 (179) (209) Interest income 32 14 Gain on acquisition of subsidiaries 25 16 - Gain on revaluation of derivative financial instruments and investments 10 250 33 Foreign exchange loss (110) (39) Profit before income tax 1,907 2,758 Income tax expense 11 (348) (480) Profit for the period 1,559 2,278 Profit / (loss) for the period attributable to: Shareholders of the Company 1,560 2,270 Non-controlling interests (1) 8 1,559 2,278 Weighted average number of ordinary shares ’000 - for basic earnings per share 17 135,354 134,927 - for diluted earnings per share 17 136,028 135,373 Earnings per share (US Dollar per share) - basic 11.53 16.82 - diluted 11.47 16.77
142 PJSC “POLYUS” CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022 (in millions of US Dollars) Year ended 31 December 2022 2021 Profit for the period 1,559 2,278 Other comprehensive income / (loss) for the period Items that may be subsequently reclassified to profit or loss: Effect of translation to presentation currency 223 (19) Items that will not be subsequently reclassified to profit or loss Increase in other reserves 4 2 Other comprehensive income / (loss) for the period 227 (17) Total comprehensive income for the period 1,786 2,261 Total comprehensive income for the period attributable to: Shareholders of the Company 1,783 2,252 Non-controlling interests 3 9 1,786 2,261
143 PJSC “POLYUS” CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2022 (in millions of US Dollars) Notes 31 Dec. 2022 31 Dec. 2021 Assets Non-current assets Intangible assets 191 161 Property, plant and equipment 12, 13 5,771 4,789 Inventories 14 806 633 Deferred tax assets 11 114 106 Derivative financial instruments and investments 18 330 47 Other receivables and non-current assets 28 25 7,240 5,761 Current assets Inventories 14 1,006 633 Deferred expenditure 23 18 Derivative financial instruments and investments 18 61 - Advances paid to suppliers and prepaid expenses 15 92 51 Trade and other receivables 15 46 42 Taxes receivable 15 139 147 Income tax prepaid 15 16 Cash and cash equivalents 16 1,317 1,343 2,699 2,250 Total assets 9,939 8,011 Equity and liabilities Capital and reserves Share capital 17 5 5 Additional paid-in capital 17 2,390 2,411 Treasury shares 17 (133) (226) Translation reserve (2,845) (3,064) Other revaluation reserve 6 2 Retained earnings 5,870 4,346 Equity attributable to shareholders of the Company 5,293 3,474 Non-controlling interests 10 25 5,303 3,499 Non-current liabilities Borrowings 18, 13 3,173 2,765 Derivative financial instruments 18 72 290 Deferred tax liabilities 11 469 333 Site restoration, decommissioning and environmental obligations 58 62 Other non-current liabilities 39 47 3,811 3,497 Current liabilities Borrowings 18, 13 348 507 Derivative financial instruments 18 - 1 Trade and other payables 19 378 391 Taxes other than income tax payable 19 91 94 Income tax payable 8 22 825 1,015 Total liabilities 4,636 4,512 Total equity and liabilities 9,939 8,011
144 PJSC “POLYUS” CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022 (in millions of US Dollars) Equity attributable to shareholders of the Company Notes Number of outstanding shares ’000 Share capital Additional paid-in capital Treasury shares Other reserves Translation reserve Retained earnings Total Non- controlling interests Total Balance at 31 December 2020 134,705 5 2,410 (288) - (3,044) 3,272 2,355 91 2,446 Profit for the period - - - - - - 2,270 2,270 8 2,278 Other comprehensive income / (loss) - - - - 2 (20) - (18) 1 (17) Total comprehensive income / (loss) - - - - 2 (20) 2,270 2,252 9 2,261 Equity-settled share-based compensation (LTIP), net of tax - - 35 - - - - 35 - 35 Shares awarded under LTIP 351 - (34) 74 - - (39) 1 - 1 Share buyback (62) - - (14) - - 14 - - - Dividends declared to shareholders of the Company - - - - - - (1,209) (1,209) - (1,209) Dividends declared to shareholders of non-controlling interests - - - - - - - - (37) (37) Decrease of non-controlling interests due to change in the net assets of the subsidiary - - - - - - 38 38 (38) - Other 11 - - 2 - - - 2 - 2 Balance at 31 December 2021 135,005 5 2,411 (226) 2 (3,064) 4,346 3,474 25 3,499 Balance at 1 January 2022 135,005 5 2,411 (226) 2 (3,064) 4,346 3,474 25 3,499 Profit / (loss) for the period - - - - - - 1,560 1,560 (1) 1,559 Other comprehensive income - - - - 4 219 - 223 4 227 Total comprehensive income - - - - 4 219 1,560 1,783 3 1,786 Equity-settled share-based compensation (LTIP), net of tax 17 - - 27 - - - - 27 - 27 Shares awarded under LTIP 17 489 - (48) 101 - - (50) 3 - 3 Share buyback 17 (70) - - (8) - - - (8) - (8) Dividends declared to shareholders of non-controlling interests - - - - - - - - (4) (4) Other - - - - - - 14 14 (14) - Balance at 31 December 2022 135,424 5 2,390 (133) 6 (2,845) 5,870 5,293 10 5,303
145 PJSC “POLYUS” CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022 (in millions of US Dollars) Year ended 31 December Notes 2022 2021 Operating activities Profit before income tax 1,907 2,758 Adjustments for: Finance costs 9 179 209 Interest income (32) (14) Gain on acquisition of subsidiaries 25 (16) - Gain on revaluation of derivative financial instruments and investments 10 (250) (33) Depreciation and amortisation 449 358 Foreign exchange loss 110 39 Other 121 51 2,468 3,368 Movements in working capital Inventories (391) (96) Deferred expenditure 6 - Trade and other receivables 15 82 Advances paid to suppliers and prepaid expenses (24) (23) Taxes receivable 24 (21) Trade and other payables and accrued expenses 34 43 Taxes other than income tax payable (17) (16) Cash flows from operations 2,115 3,337 Income tax paid (234) (401) Net cash generated by operating activities 1,881 2,936 Investing activities 49 Purchase of property, plant and equipment and intangible assets (1,355) (1,130) Acquisition of subsidiaries, net of cash acquired 25 (143) - Interest received 24 15 Loans issued (440) (24) Other 14 1 Net cash utilised in investing activities (1,900) (1,138) Financing activities 1 Proceeds from borrowings 18 665 700 Repayment of borrowings 18 (509) (1,011) Interest paid (197) (198) Commissions paid on borrowings (2) (5) Payments of lease liability (20) (16) Net proceeds on exchange of interest payments under cross currency swaps 9 56 17 Net payment on exchange of interest payments under interest rate swaps 9 - (3) Proceeds from termination of cross-currency swaps 18 24 - Payments on expiration of cross-currency swaps - (47) Payments on termination of interest rate swaps 18 - (6) Increase of ownership in subsidiaries - (24) Payment for share buyback 17 (8) (32) Dividends paid to shareholders of the Company 17 - (1,236) Dividends paid to shareholders of non-controlling interests (3) (32) Net cash generated by / (utilised in) financing activities 6 (1,893) Net decrease in cash and cash equivalents (13) (95) Cash and cash equivalents at the beginning of the period 16 1,343 1,445 Effect of foreign exchange rate changes on cash and cash equivalents (13) (7) Cash and cash equivalents at the end of the period 16 1,317 1,343 49 Significant non-cash transactions relating to investing (right-of-use assets recognition and LTIP payments in treasury shares) and financing activities (lease liabilities recognition) are disclosed in the notes 13 and 17 to these consolidated financial statements.
146 1. GENERAL Public Joint Stock Company Polyus (the “Company” or “Polyus”) was incorporated in Moscow, Russian Federation, on 17 March 2006. The principal activities of the Company and its controlled entities (the “group”) are the extraction, refining and sale of gold. The mining and processing facilities of the group are located in the Krasnoyarsk, Irkutsk, Magadan regions and the Sakha Republic of the Russian Federation. The group also performs research and exploration works. Further details regarding the nature of the business of the significant subsidiaries of the group are presented in note 25. The shares of the Company are “level one” listed on the Moscow Exchange. Global depository shares (“GDSs”) each representing interest in ½ of an ordinary share in the Company are traded on the main market for listed securities of the London Stock Exchange plc (“LSE”). As of 31 December 2022, there was no controlling shareholder and ultimate controlling party of the Company (as of 31 December 2021: Polyus Gold International Limited (“PGIL”), a company registered in Jersey, (most senior parent - Wandle Holdings Limited, а company registered in Cyprus), and Mr. Said Kerimov, respectively). As of 31 December 2022, the major shareholders of the Company were as follows: IJSC Wandle Holdings Limited (whose 100% owner is Fund for support of Islamic foundations) directly owned 46.35% of the Company’s shares and Akropol Group Ltd (whose 99% owner is Mr. Akhmet Palankoyev) directly owned 29.99% of the Company’s shares. 2. BASIS OF PREPARATION AND PRESENTATION 2.1. Going concern In assessing the appropriateness of the going concern assumption, management has taken account of the group’s financial position, expected future trading performance, its borrowings, available credit facilities and its capital expenditure commitments, expectations of the future gold price, currency exchange rates and other risks facing the group. After making appropriate enquiries, management considers that the group has adequate resources to continue in operational existence for at least the next 12 months from the date of signing these consolidated financial statements and that it is appropriate to adopt the going concern basis in preparing these consolidated financial statements. 2.2. Compliance with the International Financial Reporting Standards (“IFRS”) The consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS include the standards and interpretations approved by the IASB including IFRS, International Accounting Standards (“IAS”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). 2.3. Basis of presentation The entities of the group maintain their accounting records in accordance with the laws, accounting and reporting regulations of the jurisdiction in which they are incorporated and registered. The accounting principles and financial reporting procedures in these jurisdictions may differ substantially from those generally accepted under IFRS. Accordingly, such financial information has been adjusted to ensure that the consolidated financial statements are presented in accordance with IFRS. The consolidated financial statements of the group are prepared on the historical cost basis, except for derivative financial instruments and certain trade receivables, which are accounted for at fair value, as explained in the accounting policies below.
147 2.4. IFRS standards and amendments first time applied in 2022 The following is a list of new or amended IFRS standards and interpretations that have been applied by the group in these consolidated financial statements: Title Subject Effective for annual periods beginning on or after Effect on the condensed consolidated interim financial statements Amendment to IFRS 3 Updates of references to or from the Conceptual Frameworks to the IFRS standards 1 January 2022 No effect Amendment to IAS 16 Proceeds before Intended Use 1 January 2022 No effect Amendment to IFRS 1 Subsidiary as a first-time adopter 1 January 2022 No effect Amendment to IAS 41 Taxation in fair value measurements 1 January 2022 No effect Amendment to IAS 37 Onerous Contracts—Cost of Fulfilling a Contract 1 January 2022 No effect Amendment to IFRS 9 Fees in the ‘10 per cent’ test for derecognition of financial liabilities 1 January 2022 No effect 2.5. IFRS standards and amendments to be applied after 2022 The following standards and interpretations, which have not been applied in these consolidated financial statements, were in issue but not yet effective: Title Subject Effective for annual periods beginning on or after Effect on the condensed consolidated interim financial statements IFRS 17 Insurance contracts 1 January 2023 No effect Amendments to IFRS 17 Insurance contracts 1 January 2023 No effect Amendment to IAS 8 Definition of Accounting Estimates 1 January 2023 No effect Amendment to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction 1 January 2023 No effect Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies 1 January 2023 No effect Amendments to IFRS 16 Lease Liability in a Sale and Leaseback 1 January 2024 No effect Amendments to IAS 1 Classification of Liabilities as Current or Non-Current; Non-current Liabilities with Covenants 1 January 2024 No effect 3. SIGNIFICANT ACCOUNTING POLICIES 3.1. Basis of consolidation Subsidiaries The consolidated financial statements of the group incorporate the financial statements of the Company and all its subsidiaries, from the date that control effectively commenced until the date that control effectively ceased. Control is achieved where the Company has the power over the investee, exposure or rights to variable returns from its involvement with the investee and the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control defined above. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of loss of control.
148 For non-wholly owned, controlled subsidiaries, the net assets attributable to outside equity shareholders are presented as non-controlling interests in the equity section of the consolidated statement of financial position. The non-controlling interest may initially be measured either at fair value or at the non-controlling interest’s proportionate share of the fair value of the subsidiary’s identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. All intra-group balances, transactions and any unrealised profits or losses arising from intra-group transactions are eliminated on consolidation. Functional currency The functional currency of the Company and all the subsidiaries of the group is the Russian Rouble (“RUB”). 3.2. Presentation currency The group presents its consolidated financial statements in the US Dollar (“USD”), as management believes it is a more convenient presentation currency for international users of the consolidated financial statements of the group as it is a common presentation currency in the mining industry. The translation of the financial statements of the group entities from their functional currencies to the presentation currency is performed as follows: All assets and liabilities are translated at closing exchange rates at each reporting date; All income and expenses are translated at the monthly average exchange rates, except for revenue and significant transactions that are translated at rates on the date of such transactions; Resulting exchange differences are included in the Translation reserve in equity (on disposal of such entities this Translation reserve is reclassified into the consolidated statement of profit or loss); and In the consolidated statement of cash flows, cash balances at the beginning and end of each reporting period presented are translated at exchange rates at the respective dates. All cash flows are translated at the monthly average exchange rates, except for significant transactions that are translated at rates on the date of such transactions. As of 31 December 2022, year-end RUB/ US Dollar exchange rate used in the preparation of the consolidated financial statements was 70.34 (31 December 2021: 74.29). 3.3. Foreign currencies Transactions not denominated in RUB (functional currency of the Company and all the subsidiaries of the group) are recorded at the exchange rate prevailing on the date of the transactions. All monetary assets and liabilities not denominated in RUB are translated at the exchange rates prevailing at the reporting date. Non-monetary items carried at historical cost are translated at the exchange rate prevailing on the date of the transaction. 3.4. Revenue The group entity recognises revenue when or as a performance obligation is satisfied, i.e. when control of the goods or services underlying the particular performance obligation is transferred to the customer. Refined gold sales The group recognises revenue from refined gold sales upon physical shipment of gold from the refinery plant to customers or upon receipt of full payment for refined gold which has already been delivered to the place of destination depending on terms specified in contracts with customers. Gold price is based on prevailing spot market metal prices. Cash payments are received in advance or within several days after sale.
149 Gold-antimony and gold flotation concentrates sales The group has a number of sales contracts for gold flotation concentrates, which contain provisional pricing terms depending on quantity and price. Revenue from sales of gold flotation concentrates is recognised upon shipments from the railroad stations, seaports or group’s warehouses depending on the date of passing the title as per contracts with customers. Revenue from sales of gold within gold flotation concentrates is recognised in Gold in flotation concentrate sales within Gold sales. The sale proceeds from sale of antimony contained in the gold- antimony flotation concentrate is treated as by-product sales and recognised as a decrease to cost of gold sales. Final cash payments are received within several months after the shipment. The adjustment to the quantity of gold in gold flotation concentrates delivered is treated as a variable consideration, thus completely recognised in Gold in flotation concentrate sales within Gold sales. The adjustment to the gold price depends on gold market prices, therefore represents a sales contract with an embedded derivative. The embedded derivative relates to the trade receivables and fails the “solely payments of principal and interest” test under IFRS 9, thus such trade receivables are recognised and measured at fair value through profit or loss (FVTPL). The revaluation result is presented within Other expenses. Other revenue Other revenue comprises mainly sales of electricity and materials and supplies. Revenue from sales is recognised when a contract exists, delivery has taken place, a quantifiable price has been established or can be determined and the receivables are likely to be recovered. Delivery takes place when the risks and benefits associated with ownership are transferred to the buyer. 3.5. Income tax The income tax expense or benefit for the period consists of two components: current and deferred. Income tax expense is recognised in the consolidated statement of profit or loss except to the extent it relates to a business combination or items recognised directly in the consolidated statement of changes in equity (the group does not have any significant amounts of income tax recognised directly in the consolidated statement of changes in equity). Current tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the group operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements of the separate legal entities and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
150 Deferred tax assets and liabilities are not recognised for taxable temporary differences associated with investments in subsidiaries because the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis. 3.6. Dividends Dividends and related taxation thereon are recognised as a liability in the period in which they have been declared and become legally payable. Retained earnings legally distributable by the Company are based on the amounts available for distribution in accordance with the applicable legislation and as reflected in the statutory financial statements of the individual subsidiaries of the group. These amounts may differ significantly from the amounts calculated on the basis of IFRS. 3.7. Intangible assets Intangible assets are carried at cost less accumulated amortisation and impairment losses. Intangible assets with a finite useful life are amortised on a straight-line basis over the estimated economic useful life of the asset. The amortisation of such intangible assets is included in Cost of sales or Selling, general and administrative expenses based on whether intangible asset is used in operating activities or not. Intangible assets with an infinite useful life are not amortised. The remaining useful lives of the group’s intangible assets are from 1 to 15 years. The group applies IAS 36 Impairment of Assets to determine whether an intangible asset is impaired and accounts for any identified impairment loss when incurred. 3.8. Property, plant and equipment Fixed assets Fixed assets are recorded at cost less accumulated depreciation. Fixed assets include the cost of acquiring and developing mining properties, pre-production expenditure and mine infrastructure, processing plant, mineral rights and mining and exploration licences and the present value of future mine closure, rehabilitation and decommissioning costs. Fixed assets are amortised on a straight-line basis over the estimated economic useful life of the asset, or the remaining life-of-mine in accordance with the mine operating plans (MOPs), whichever is shorter. Depreciation is charged from the date a new mine reaches commercial production quantities and is included in the Cost of sales, Selling, general and administrative expenses or Stripping activity assets accordingly. The estimated remaining useful lives of the group’s significant mines and processing facilities based on the MOPs are as follows: Olimpiada 12 years Blagodatnoye 15 years Verninskoye 14 years Kuranakh 18 years Natalka 26 years Stripping activity asset The group incurs stripping costs during the production phases of its surface mining operations.
151 The group identifies separate components towards which the stripping costs are incurred for the ore bodies in each of its mines. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity. For the purposes of identification of separate components the group uses MOPs. Each discrete stage of mining identified in a MOP is considered as a unit of account. If the MOP identifies several discrete stages which are scheduled to be mined consecutively (one after the another) or located in the different parts of the mine, these stages are identified as components. The group uses an allocation basis that compares volume of waste extracted with expected volume, for a given volume of ore production in the period for the identified component of the ore body to determine if stripping costs are to be allocated to stripping activity asset or the cost of inventory. The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of the ore body, plus an allocation of directly attributable overhead costs. After initial recognition the stripping activity asset is carried at cost less depreciation using unit-of production method based on ore extracted and any impairment losses. Capital construction in progress and equipment not installed Assets under construction at operating mines are accounted for as capital construction in progress. When the capital construction in progress is completed and in a condition necessary to be capable of operating in the manner intended by management, the objects are reclassified to fixed assets. Capital construction in progress is not depreciated. Equipment not installed is equipment that requires additional installation or assembly costs to be capable of operating in the manner intended by management. After incurring these costs, such equipment is reclassified to fixed assets. Exploration and evaluation assets Exploration and evaluation expenditure is capitalised when the exploration and evaluation activities have not reached a stage that permits a reasonable assessment of the existence of commercially recoverable gold resources. When the technical feasibility and commercial viability of extracting a gold resource are demonstrable and a decision has been made to develop the mine, capitalised exploration and evaluation assets are reclassified to Mine under development or Fixed assets. 3.9. Impairment of property, plant and equipment Property, plant and equipment items are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets, which is generally at the individual mine level. An impairment review of property, plant and equipment items is carried out when there is an indication that those assets have suffered an impairment loss. There were no such indicators during 2022 and 2021. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The following facts and circumstances, among others, indicate that exploration and evaluation assets must be tested for impairment: The term of the exploration licence in the specific area has expired during the reporting period or will expire in the near future, and is not expected to be renewed; Substantive expenditure on further exploration for and evaluation of gold resources in the specific area is neither budgeted nor planned; Exploration for and evaluation of gold resources in the specific area have not led to the discovery of commercially viable quantities of gold resources and the decision was made to discontinue such activities in the specific area; and Sufficient data exists to indicate that, although a development in the specific area is likely to occur, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. 3.10. Leases
152 The group assesses all contracts whether they contain leases and recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee except for short-term leases and leases of low value assets. The lease liability is initially measured at the present value of the lease payments discounted by using the rate implicit in the lease or incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the effective interest method and presented within Borrowings in the consolidated statement of financial position. The group excludes the following lease agreements from the measurement of lease liabilities and accounts lease payments associated with those leases as an expense: With variable lease payments that do not depend on index or a rate; and Those to explore for or use minerals and similar non-regenerative resources. The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date less any incentives received, any initial direct costs incurred and an estimate of decommissioning costs. The right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated on a straight-line basis over the shorter period of lease term and useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented within Property, Plant and Equipment in the consolidated statement of financial position. The group applies IAS 36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss when incurred. 3.11. Financial instruments Financial assets and financial liabilities are initially recognised at fair value when the group becomes a party to the contractual provisions of the instruments. The group subsequently measures its financial instruments as follows: Trade receivables for gold flotation concentrates, derivatives – at FVTPL with effect of fair value change presented within note 10; Borrowings, cash and cash equivalents, trade and other receivables (except for those at FVTPL), loans receivable, trade and other payables – at amortised cost using the effective interest method. The group neither applies hedge accounting nor has any financial instruments measured at fair value through other comprehensive income. Trade receivables for gold flotation concentrates Accounting of trade receivables for gold flotation concentrates is disclosed in 3.4 Revenue. Derivatives The group enters into a variety of derivative financial instruments to manage its exposure to interest rate, foreign exchange rate risk and risk of volatility in the gold price. Derivatives are carried at fair value through profit or loss. Changes in the fair value of the derivative financial instruments are recognised within Gain on revaluation of derivative financial instruments and investments of the consolidated statement of profit or loss. Gain or loss on the exchange of interest payments under cross-currency and interest rate swaps are recognised within Finance costs. Borrowings Borrowings (consisting of bonds issued, bank loans and lease liabilities) are initially recognised at fair value adjusted for directly attributable transaction costs and are subsequently accounted at amortised cost using the effective interest method.
153 Amortisation under the effective interest method (interest expense) and gains or losses on de- recognition or debt modification are recognised as profit or loss in the consolidated statement of income within Finance costs. Cash and cash equivalents Cash and cash equivalents comprise cash balances, cash deposits and highly liquid investments which are: Readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value; or With original maturities of three months or less. Impairment of financial assets Cash and cash equivalents and loans receivable that are determined to have a low credit risk at the reporting date and for which credit risk has not increased significantly since initial recognition, are measured based on 12-month expected credit loss (ECL). In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the group compares the risk of a default occurring on the financial asset at the reporting date with the risk of a default occurring on the financial asset at the date of initial recognition. In making this assessment, the group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Lifetime ECL’s that result from all possible default events are recognised in respect of other financial assets measured at amortised cost. The expected credit losses on these financial assets are estimated at each reporting date based on the group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Fair value Accounting standards require that the fair value of financial instruments reflects their credit quality, and also changes in credit quality where there is evidence that this has occurred. The credit risk associated with the group’s derivative financial instruments is reflected in its derivative valuations. This credit factor is adjusted over time to reflect the reducing tenor of the instrument and is updated where the credit risk associated with the derivative has clearly changed based on market transactions and prices. 3.12. Inventories Refined gold, ore stockpiles and gold-in-process Stockpiles are valued at the lower of the average production costs per unit of ore mined and net realisable value. Gold-in-process, refined gold and gold in flotation concentrate are valued at the lower of the average production costs per recoverable gold and net realisable value. Costs are assigned to individual items of inventory on a weighted average cost basis. Net realisable value of long-term stockpiles is estimated in real terms by calculating the selling price less all costs still to be incurred in converting the relevant inventory to saleable product, and delivering it to the customer, subject to an applicable discount factor. The selling price is estimated using long- term consensus gold price forecasts, multiplied by long-term consensus exchange-rate forecasts, gold content determined under group’s production reports and recovery coefficients expected for a given ore type. Costs still to be incurred in converting the stockpile to refined gold are determined based on historical processing costs. Timing for discounting is determined based on management plans to process each type of ore or the life of the mine. Materials and supplies Materials and supplies consist of consumable materials and are stated at the lower of cost or net realisable value. Costs of materials and supplies are determined on a weighted average cost basis.
154 Antimony in gold-antimony flotation concentrate and silver Antimony in gold-antimony flotation concentrate and silver are by-products of the group’s gold production, which are valued at their net realisable value. 3.13. Deferred expenditure Deferred expenditure relates to the preparation for the seasonal alluvial mining activities comprised of excavation costs, general production and specific production overhead costs and releases in the statement of profit or loss when the gold is extracted during the mining season. 3.14. Share-based payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date and subsequently expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. At the end of each reporting period, the group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity. 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY Preparation of the consolidated financial statements in accordance with IFRS requires the group’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires judgements which are based on historical experience, current and expected economic conditions, and all other available information. Actual results could differ from those estimates. 4.1. Critical judgements in applying accounting policies No critical judgements have been applied when selecting the appropriate accounting policies. 4.2. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year: Mine operating plans; Recoverability of exploration and evaluation assets; Impairment of long-lived assets; Net realisable value of long-term stockpiles; Derivative financial instruments valuation; and Interpretation of tax legislation. 4.2.1. Mine operating plans The group estimates ore, stripping volumes and grades for MOPs based on the data consistent with Joint Ore Reserves Committee Code (JORC) principles, where applicable, and considering national regulations. The MOPs are prepared based on geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity prices and exchange rates. This process requires complex and difficult geological judgements and analysis to interpret the data. The MOPs are usually updated annually to account for the newly obtained information including, but not limited to, resource definition drilling. MOPs are the best estimates of the group about the expected volume and timing of extraction and processing of the reserves and resources from the group’s mines. MOPs are used for the planning and actual extraction of ore from the mines and affect the following amounts in the financial statements:
155 Depreciation and amortisation expense, when an asset is amortised based on the units-of- production or straight-line basis (if life-of-mine is shorter than the useful economic life of the asset); Allocation of overburden removal (stripping) costs either to stripping activity asset or the cost of inventory, depending on proportion of ore and waste as per MOPs and actual performance in the reporting period; Asset retirement obligations due to expectations about the timing or cost of these activities; and Carrying value of deferred tax assets which depends on the ability of the group to realise the related tax benefits and is impacted by the expected results of mine operation and their timing. 4.2.2. Recoverability of exploration and evaluation assets Management’s judgement is involved in the determination of whether the expenditures which are capitalised as exploration and evaluation assets may be recouped by future exploitation or sale or should be impaired. Determining this, management estimates the possibility of finding recoverable ore reserves related to a particular area of interest. However, these estimates are subject to significant uncertainties. The group is involved in exploration and evaluation activities and some of its licensed properties contain gold resources. Management assumes that all licences will be renewed. Many of the factors, assumptions and variables involved in estimating resources are beyond the group’s control and may prove to be incorrect over time. Subsequent changes in gold resources estimates could impact the carrying value of exploration and evaluation assets. 4.2.3. Impairment of long-lived assets The group reviews the carrying amounts of its long-lived assets to determine whether there is any indication that those assets are impaired. In making the assessment for impairment indicators, assets that do not generate independent cash flows are allocated to an appropriate cash-generating unit. Management necessarily applies its judgement in allocating assets that do not generate independent cash flows to appropriate cash-generating units and also in estimating the timing and value of underlying cash flows within the value-in-use calculation. The value-in-use calculations for operating mines are based on the best available reserve estimates at the time of the analysis such as JORC. Factors which could impact the underlying cash flows include: Commodity prices and exchange rates; Timelines of granting of licences and permits; Capital and operating expenditure; and Available reserves and resources and future production profiles. Subsequent changes to the cash-generating unit allocation or to the timing of cash flows could impact the carrying value of the respective assets. 4.2.4. Net realisable value of long-term stockpiles The measurement of long-term stockpiles includes the determination of its net realisable value, which involves significant estimates of future gold prices, Russian Rouble exchange rates, gold recoveries, future energy, material and other processing costs, timing of refined gold sales and processing and determination of discount rates. Judgment also exists in estimating the number of contained ounces in ore stockpiles. These amounts are measured by estimating the number of gold ounces added (based on assay data) and removed (based on processing data) from the stockpile. Although the quantities of recoverable gold placed on the stockpiles are reconciled to the quantities of gold actually recovered (metallurgical balancing), the nature of the process inherently limits the ability to precisely monitor recoverability levels. The group assesses net realisable value of low-grade ore at the end of each reporting period. As at 31 December 2022, of all low-grade ore balances owned the group, the net realisable value of low-grade ore at Natalka was the most sensitive to changes in the key assumptions used in the assessment, including processing schedule, budgeted capital expenditures and macroeconomic assumptions, such as the long-term gold price and a RUB/USD exchange rate.
156 4.2.5. Derivative financial instruments valuation Derivative instruments are carried at fair value and the group evaluates the quality and reliability of the assumptions and data used to measure fair value. Fair values of Derivative financial instruments are determined using valuation models based on inputs which are observable in the market (Level 2). The models incorporate various inputs including the credit quality of the group and counterparties. Changes in inputs are not controllable by the group and may change in future. 4.2.6. Interpretation of tax legislation The group is subject to income taxes in a number of jurisdictions. Significant judgement is required in determining the group’s provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain. The group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences may impact the income tax and deferred tax provisions in the period in which such determination is made. 5. SEGMENT INFORMATION For management purposes the group is organised by separate business segments identified by a combination of operating activities and geographical area bases with separate financial information available and reported regularly to the chief operating decision maker (“CODM”), being the Budget Committee and the Investment Committee. The following is a description of operations of the group’s identified reportable segments: Business unit Russian Federation region Mine / deposit Description of operations at the specified mine / deposit Olimpiada Krasnoyarsk region Olimpiada mining (including initial processing) and sale of gold, as well as research, exploration and development work Blagodatnoye Krasnoyarsk region Blagodatnoye mining (including initial processing) and sale of gold, as well as research, exploration and development work Natalka Magadan region Natalka mining (including initial processing) and sale of gold, as well as research, exploration and development work Verninskoye Irkutsk region Verninskoye mining (including initial processing) and sale of gold, as well as research, exploration and development work Kuranakh Sakha Republic Kuranakh mining (including initial processing) and sale of gold, as well as research, exploration and development work Alluvials Irkutsk region Alluvials mining (including initial processing) and sale of gold Sukhoi Log Irkutsk region Sukhoi Log exploration and evaluation works Exploration Krasnoyarsk, Irkutsk, Amur and other regions Not applicable exploration and evaluation work in several regions of the Russian Federation other than those performed by other business units The group does not allocate segment results of companies that perform management, investing activities and certain other functions. Neither standalone results nor the aggregated results of these companies are significant enough to be disclosed as operating segments because quantitative thresholds are not met. Aggregated results of these companies are presented as Unallocated. The reportable gold production segments derive their revenue primarily from gold sales. The CODM performs an analysis of the operating results based on these separate business units and evaluates the reporting segment’s results, for purposes of resource allocation, based on the measurements of: gold sales; ounces of gold sold, in thousands; adjusted earnings before interest, tax, depreciation and amortisation and other items (Adjusted EBITDA); total cash cost (TCC); total cash cost per ounce of gold sold (TCC per ounce); and capital expenditures. Business segment assets and liabilities are not reviewed by the CODM and therefore are not disclosed in these consolidated financial statements. The group’s non-current assets are located in the Russian Federation.
157 The reporting segment’s results for the year ended 31 December were as follows: Gold sales Ounces of gold sold in thousands 50 Adjusted EBITDA TCC 2 TCC per ounce (US dollar) 2 Capital expenditures Business units 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Olimpiada 1,621 2,018 935 1,132 1,033 1,502 475 417 509 369 199 197 Blagodatnoye 658 772 378 430 440 579 163 160 434 367 250 238 Natalka 763 905 445 503 499 670 197 185 441 368 148 110 Verninskoye 504 527 296 292 331 398 135 105 456 358 102 79 Kuranakh 410 428 239 238 206 264 164 136 684 569 129 94 Alluvials 216 254 130 141 35 100 160 134 1,234 950 30 27 Exploration - - - - - - - - - - 33 12 Sukhoi Log - - - - - 1 - - - - 88 69 Unallocated - - - - 40 15 (35) (27) - - 140 102 ¤ ¤ Total 4,172 4,904 2,423 2,736 2,584 3,529 1,259 1,110 519 405 1,119 928 Adjusted EBITDA reconciles to the IFRS reported figures on a consolidated basis as follows: Year ended 31 December 2022 2021 Profit for the period 1,559 2,278 Income tax expense 348 480 Finance costs (note 9) 179 209 Interest income (32) (14) Depreciation and amortisation 449 358 Foreign exchange loss 110 39 Gain on revaluation of derivative financial instruments and investments (note 10) (250) (33) Equity-settled share-based plans (LTIP) (note 17) 20 44 Expenses related to COVID-19 34 78 Special charitable contributions 81 62 Gain on acquisition of subsidiaries (note 25) (16) - Impairment of non-current assets, except inventories 5 16 Impairment of inventories (note 14) 99 - (Gain) / loss on disposal of property, plant and equipment and intangible assets (2) 12 Adjusted EBITDA 2,584 3,529 50 Unaudited
158 The measurement of TCC per ounce of gold sold reconciles to the IFRS reported figures on a consolidated basis as follows: Year ended 31 December 2022 2021 Cost of gold sales before by-product sales 1,792 1,488 Antimony by-product sales (4) (20) Cost of gold sales (note 6) 1,788 1,468 Adjusted for: Depreciation and amortisation (note 6) (634) (385) Effect of depreciation, amortisation, accrual and provisions in inventory change 135 63 Expenses related to COVID-19 in cost of gold sales (30) (36) TCC 2 1,259 1,110 Ounces of gold sold, in thousands 2 2,423 2,736 TCC per ounce of gold sold, USD per ounce 51 519 405 Gold sales Year ended 31 December 2022 2021 Refined gold 4,166 4,832 Gold in flotation concentrate 6 72 Total gold sales 4,172 4,904 Gold sales reported above represent revenue generated from external customers. There were no inter-segment gold sales during the years ended 31 December 2022 and 2021. Reconciliation of capital expenditures to the property plant and equipment additions (note 12) is presented below: Year ended 31 December 2022 2021 Capital expenditures 1,119 928 Stripping activity assets additions (note 12) 307 313 Less: intangible and other non-current assets additions (48) (44) Property plant and equipment additions (note 12) 1,378 1,197 6. COST OF GOLD SALES Year ended 31 December 2022 2021 Depreciation and amortisation 634 385 Employee compensation 468 366 Consumables and spares 414 304 Mineral extraction tax 223 245 Fuel 184 116 Power 81 63 Other 217 145 Total cost of production 2,221 1,624 Increase in stockpiles, gold-in-process and refined gold inventories (433) (156) Total 1,788 1,468 51 Unaudited
159 7. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Year ended 31 December 2022 2021 Employee compensation 251 232 Depreciation and amortisation 41 25 Professional services 33 19 Taxes other than mineral extraction tax and income taxes 24 18 Distribution expenses related to gold flotation concentrate 1 5 Other 50 35 Total 400 334
160 8. OTHER EXPENSES Year ended 31 December 2022 2021 Special charitable contributions 52 81 62 Expenses related to COVID-19 4 42 Impairment of property, plant and equipment 5 16 (Gain) / loss on disposal of property, plant and equipment and intangible assets (2) 12 Other 4 10 20 Total 98 152 9. FINANCE COSTS Year ended 31 December 2022 2021 Interest on borrowings 217 195 Interest on lease liabilities 11 5 Unwinding of discounts 8 6 Loss on early redemption of debt and deferred consideration - 38 Loss on exchange of interest payments under interest rate swaps - 3 Bank commission and write-off of unamortised debt cost due to early extinguishment - 2 Total costs 236 249 Gain on exchange of interest payments under cross currency swaps (56) (17) Bank commission and write-off of unamortised debt cost due to early extinguishment (1) - Gain on debt modification - (23) Total gain (57) (40) Net finance costs 179 209 10. GAIN ON REVALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS AND INVESTMENTS Year ended 31 December 2022 2021 Revaluation gain on cross currency swaps 285 30 Revaluation gain on interest rate swaps - 3 Other (35) - Total 250 33 11. INCOME TAX EXPENSE AND DEFERRED TAX ASSETS AND LIABILITIES Income tax expense was as follows: Year ended 31 December 2022 2021 Current tax expense 217 402 Deferred tax expense 131 78 Total income tax expense 348 480 52 In order to improve the presentation of certain lines in the Other expenses disclosure the group made some presentation changes with respect to the amount of special charitable contributions: Special charitable contributions line was increased by USD 11 million for the year ended 31 December 2021, whereas effect of changes in Other line was decreased for the respective amount.
161 The corporate income tax rate in the Russian Federation is 20% (17% regional and 3% federal). The taxpayers in Russia have a right to apply reduced rates of mineral extraction tax (MET) and income tax if they implement a regional investment projects in certain regions and meet certain criteria (thereafter "RInvP"). The Tax Code provides for a right of each specified region of the Russian Federation to reduce the regional component of the income tax rate to as low as zero percent. JSC Polyus Krasnoyarsk RInvP (Blagodatnoye business unit) JSC Polyus Krasnoyarsk is undertaking an investment project to increase mining and processing facilities of the Blagodatnoye mine (Mill-5 project). According to the Directive of the Government of the Krasnoyarsk region JSC Polyus Krasnoyarsk was included in the register of the participants of RInvP starting from 2021. As a result, the subsidiary has been granted a right to apply reduced corporate income tax rates in relation to the Mill-5 project income and reducing MET coefficients in relation to minerals extracted under the Mill-5 project. Considering the expected start of production under the Mill-5 project, JSC Polyus Krasnoyarsk expects to apply the following reduced tax rates: MET: 0% for 2025-2026 increasing by 1.2% every two years thereafter to 6%; Corporate income tax: 5% for 2025-2028. The amount of tax savings should not exceed the amount of investments in Mill-5 project. JSC Polyus Magadan RInvP (Natalka business unit) JSC Polyus Magadan, a 100% subsidiary of JSC Polyus Krasnoyarsk operating in the Magadan region of the Russian Federation, applies the following RInvP rates: MET: 0% for 2020 increasing by 1.2% every two years thereafter to 6% by 2029; Corporate income tax: 0% for 2020-2023; 10% for 2024-2028; and the standard 20% rate thereafter. The amount of tax savings should not exceed the amount of investments in regional investment project. A reconciliation of Russian Federation statutory income tax, the location of the group’s major production entities and operations, to the income tax expense recorded in the consolidated statement of profit or loss is as follows: Year ended 31 December 2022 2021 Profit before income tax 1,907 2,758 Income tax at statutory rate applicable to principal entities (20%) 381 552 Effect of the RinvP due to different tax rates (JSC Polyus Magadan) (49) (86) Unrecognised temporary differences on revaluation of derivative financial instruments - (9) Tax effect of non-deductible expenses and other permanent differences 16 23 Income tax expense 348 480 The movement in the group’s deferred taxation position was as follows (tax assets are presented as negative amounts, tax liabilities – as positive): Year ended 31 December 2022 2021 Net deferred tax liability at the beginning of the year 227 150 Recognised in the consolidated statement of profit or loss 131 78 Acquisition of Chulbatkan (4) - Effect of translation to presentation currency 1 (1) Net deferred tax liability at the end of the year 355 227
162 Deferred taxation is attributable to tax losses carried-forward and the temporary differences that exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes and was as follows: 31 December 2021 Recognised in profit or loss Acquisition of Chulbatkan Effect of translation to presentation currency 31 December 2022 Property, plant and equipment 432 54 7 18 511 Inventory 139 58 - 2 199 Borrowings (9) (8) - - (17) Deferred expenditure 4 1 - (1) 4 Tax losses carried-forward (258) (23) (11) (8) (300) Trade and other payables (28) 9 - (3) (22) Intangible assets 1 - - - 1 Derivatives (51) 41 - (7) (17) Other (3) (1) - - (4) Net deferred tax liability 227 131 (4) 1 355 Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) as they are presented in the consolidated statement of financial position: 31 December 2022 2021 Deferred tax assets (114) (106) Deferred tax liabilities 469 333 Net deferred tax liability 355 227 Unrecognised deferred tax asset 31 December 2022 2021 Unrecognised deferred tax assets resulting from losses on derivative financial instruments 197 186 Unrecognised deferred tax assets resulted from impairments 5 5 Unrecognised deferred tax assets in respect of tax losses carried forward available for offset against future taxable profit 6 6 Total 208 197 Unrecognised deferred tax liability 31 December 2022 2021 Taxable temporary difference associated with investments in subsidiaries 135 80 Deferred tax liability for the taxable temporary difference associated with investments in subsidiaries is not recognised because the group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The group does not recognise deferred tax assets for some of its tax losses if it is more likely than not that the future taxable profits will not be available to offset them in certain group entities.
163 12. PROPERTY, PLANT AND EQUIPMENT Fixed assets Stripping activity assets Capital construction in progress and equipment not installed Exploration and evaluation assets Total Cost 4,130 971 629 590 6,320 Accumulated depreciation and impairment (1,767) (346) (61) (25) (2,199) Net book value at 1 January 2021 2,363 625 568 565 4,121 Additions - 313 758 126 1,197 Transfers 626 - (614) (12) - Disposals (3) - (10) (1) (14) Depreciation charge (409) (85) - - (494) Impairment (4) - (10) (2) (16) Effect of translation to presentation currency (16) (6) (5) (5) (32) Other 33 - - (6) 27 Cost 4,727 1,064 718 692 7,201 Accumulated depreciation and impairment (2,137) (217) (31) (27) (2,412) Net book value at 31 December 2021 2,590 847 687 665 4,789 Additions - 307 913 158 1,378 Acquisition of subsidiaries (note 25) - - - 138 138 Transfers 610 - (609) (1) - Disposals (4) - (9) (1) (14) Depreciation charge (503) (247) (1) - (751) Impairment (1) - (2) - (3) Effect of translation to presentation currency 133 65 14 (2) 210 Other 21 - 3 - 24 Cost 5,420 1,311 1,029 989 8,749 Accumulated depreciation and impairment (2,574) (339) (33) (32) (2,978) Net book value at 31 December 2022 2,846 972 996 957 5,771 Carrying value of rights-of-use assets included in fixed assets is disclosed in note 13. The carrying values of mineral rights included in fixed assets and exploration and evaluation assets were as follows: 31 Dec. 2022 31 Dec. 2021 Mineral rights presented within fixed assets 53 54 Mineral rights presented within exploration and evaluation assets 375 347 Total 428 401
164 The carrying values of exploration and evaluation assets were as follows: 31 Dec. 2022 31 Dec. 2021 Sukhoi Log 577 469 Chulbatkan 120 - Olimpiada 51 43 Chertovo Koryto 37 32 Razdolinskoye 35 30 Burgakhchan area 26 23 Kuranakh 18 11 Panimba 17 16 Natalka 17 8 Blagodatnoye 13 9 Other 46 24 Total 957 665 The amount of cash used in purchasing of exploration and evaluation assets were USD 159 million for the year ended 31 December 2022 (for the year ended 31 December 2021: USD 131 million). Depreciation and amortisation charges are allocated as follows: Year ended 31 December 2022 2021 Depreciation in change in inventory 234 60 Capitalised within property, plant and equipment and other assets 92 88 Less: amortisation of intangible and other non-current assets (24) (12) Total depreciation capitalised as part of other assets 302 136 Depreciation and amortisation within cost of production (note 6) 634 385 Less: depreciation in change in inventory (234) (60) Selling, general and administrative expenses (note 7) 41 25 Cost of other sales 8 8 Total depreciation in profit or loss 449 358 Total depreciation of property, plant and equipment 751 494 13. LEASES The most significant leases of the group are office leases. Movements of the right-of-use assets presented within Property, Plant and Equipment (note 12) for the year ended 31 December were as follows: Related party transactions Non-related party transactions Total 2022 2021 2022 2021 2022 2021 Carrying value as of the beginning of the year 44 46 35 19 79 65 Changes in right-of-use assets due to lease indexation, modification and recognition of new contracts 7 2 9 21 16 23 Depreciation charge (4) (4) (9) (6) (13) (10) Reclassification to non-related party (62) - 62 - - - Effect of translation to presentation currency 15 - (10) 1 5 1 Carrying value as of the end of the year - 44 87 35 87 79
165 Movements of the lease liabilities presented within Borrowings (note 18) for the year ended 31 December were as follows: Related party transactions Non-related party transactions Total 2022 2021 2022 2021 2022 2021 Carrying value as of the beginning of the year 51 51 33 19 84 70 Changes in lease liabilities due to lease indexation, modification and recognition of new contracts 7 2 9 22 16 24 Foreign exchange loss 6 1 - (1) 6 - Interest on lease liabilities 7 4 4 1 11 5 Payments of lease liability (9) (6) (11) (10) (20) (16) Reclassification to non-related party (77) - 77 - - - Effect of translation to presentation currency 15 (1) (8) 2 7 1 Carrying value as of the end of the year - 51 104 33 104 84 14. INVENTORIES 31 Dec. 2022 31 Dec. 2021 Stockpiles 758 617 Gold-in-process 48 16 Inventories expected to be used after 12 months 806 633 Stockpiles 350 182 Gold-in-process 158 113 Antimony in gold-antimony flotation concentrate and silver 11 1 Refined gold and gold in flotation concentrate 33 - Materials and supplies 478 362 Less: obsolescence provision for materials and supplies (24) (25) Inventories expected to be used in the next 12 months 1,006 633 Total 1,812 1,266 The carrying value of long-term stockpiles was as follows: 31 Dec. 2022 31 Dec. 2021 Natalka 217 230 Blagodatnoye 183 145 Verninskoye 125 105 Olimpiada 108 48 Titimukhta 43 41 Kuranakh 59 32 Other long-term ore 23 16 Total long-term stockpiles 758 617 As of 31 December 2022, the Group recognised the write-down of long-term stockpiles to net realisable value in the amount of USD 99 million, including USD 95 million - for the Natalka field and USD 4 million - for the Blagodatnoye field (31 December 2021: no write-down of inventories to net realisable value).
166 15. RECEIVABLES 31 Dec. 2022 31 Dec. 2021 Trade receivables for gold-bearing products 8 18 Other receivables 48 42 Less: allowance for other receivables (10) (18) Total trade and other receivables 46 42 Reimbursable value added tax 138 146 Other prepaid taxes 1 1 Total taxes receivable 139 147 As of 31 December 2022, Advances paid to suppliers and prepaid expenses included advances for materials and supplies in amount of USD 81 million (31 December 2021: USD 31 million). 16. CASH AND CASH EQUIVALENTS 31 Dec. 2022 31 Dec. 2021 Current and brokerage USD accounts 41 799 Current and brokerage RUB accounts 19 20 Current and brokerage accounts in other currencies 487 - Bank deposits denominated in USD - 410 Bank deposits denominated in RUB 155 114 Bank deposits denominated in other currencies (primarily CNY) 588 - Other cash equivalents 27 - Total 1,317 1,343 Bank deposits within cash and cash equivalents include deposits with original maturity less than three months or repayable on demand without loss on principal and accrued interest denominated in RUB, USD and CNY and accrue interest at the following rates: 31 Dec. 2022 31 Dec. 2021 Interest rates: - Bank deposits denominated in CNY 1.0-1.8% - - Bank deposits denominated in RUB 5.0-7.3% 7.3-9.0% - Bank deposits denominated in USD - 0.7-1.0% 17. SHARE CAPITAL AND RESERVES Authorised share capital of the Company as of 31 December 2022 comprised issued and fully paid 136,069 thousand ordinary shares at par value of RUB 1 each, of which 645 thousand was included within treasury shares (31 December 2021: 1,064 thousand was included within treasury shares). Equity-settled share-based compensation (long-term incentive plan) PJSC Polyus grants long-term incentive awards according to which the members of management of the group are entitled to a conditional award in the form of PJSC Polyus’ ordinary shares, which vest upon achievement of financial and non-financial performance targets on expiry of performance periods. Expenses arising from the LTIP are recognised in the consolidated statement of profit or loss within Selling, general and administrative expenses. Share buyback During the year ended 31 December 2022, the group completed an open market share buyback programme and acquired 70 thousand of the Company’s ordinary shares in the amount of USD 8 million. During the first quarter of 2021, the group completed a share buyback started in December 2020 by acquiring 62 thousand of the Company’s ordinary shares from its shareholders. As of 31 December 2020, a liability in the amount of USD 14 million was recognised in respect of shares to be delivered.
167 Dividends No dividends have been declared during year ended 31 December 2022. The declared dividends for the year ended 31 December 2021 were as follows: Declaration by Shareholders of the Company date Per share, RUB Total 53 Total on treasury shares In respect of the second half of financial year 2020 27 May 2021 387.15 717 6 in respect of the first half of financial year 2021 29 September 2021 267.48 502 4 Total dividends declared 1,219 10 During the year ended 31 December 2021, total amount of dividends paid in cash to the shareholders was USD 1,236 million (at the CBR currency exchange rate at the date of payment). During the year ended 31 December 2021, dividends to non-controlling interests in the amount of USD 37 million were declared. This resulted in a decrease of the share of the subsidiary’s net assets that remained attributable to the non-controlling interests in the amount of USD 38 million. Weighted average number of ordinary shares The weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share (“EPS”) is as follows (in thousands of shares): Year ended 31 December 2022 2021 Weighted average number of ordinary shares in issue basic EPS 135,354 134,927 Dilutive effect of potentially issuable shares under LTIP 674 446 Weighted average number of ordinary shares in issue diluted EPS 136,028 135,373 Profit after tax attributable to the shareholders of the Company for basic and diluted EPS calculation (million USD) 1,560 2,270 Basic EPS (US Dollar per share) 11.53 16.82 Diluted EPS (US Dollar per share) 11.47 16.77 53 Total amount is an USD equivalent at the CBR currency exchange rate as of the declaration by Shareholders of the Company date and includes dividends on treasury shares owned by the subsidiary of the Company.
168 18. BORROWINGS, DERIVATIVE FINANCIAL INSTRUMENTS AND INVESTMENTS As of 31 December 2022, borrowings and derivatives were as follows: Borrowings terms at 31 December 2022 Effective terms on economically hedged borrowings at 31 December 2022 Borrowings balances Currency Interest rate Nominal rate % Currency Interest rate Nominal rate % 31 Dec. 2022 31 Dec. 2021 Eurobonds due in 2023 USD Fixed 5.250% - - - 330 329 Eurobonds due in 2024 USD Fixed 4.7% - - - 322 322 Yuan-denominated bonds due in 2027 CNY Fixed 3.8% - - - 645 - Eurobonds due in 2028 USD Fixed 3.25% - - - 687 696 Notes due in 2029 with noteholders’ early repayment option in 2024 RUB Fixed 7.4% USD Fixed 3.23% 284 269 Credit facilities with financial institutions RUB Fixed 8.0% USD Fixed 4.96% 906 847 Credit facilities with financial institutions RUB Fixed 8.75% USD Fixed 5.04% 116 108 Credit facilities with financial institutions RUB Variable MosPrime + 0.27% USD Fixed 2.8% 116 110 Credit facilities with financial institutions RUB Variable Central bank rate + 2.3% - - - 11 25 Lease liabilities USD / RUB Fixed 11.0% - - - 104 84 Eurobonds due in 2022 USD Fixed 4.699% - - - - 482 Sub-total 3,521 3,272 Less: current portion of long-term borrowings due within 12 months (348) (507) Long-term borrowings 3,173 2,765 Effective terms on economically hedged borrowings are presented encompassing the effect of cross currency swaps, detailed description and nominal amounts of which are presented in this note below. Eurobonds with fixed interest rate due in 2022 In March 2022, the group redeemed Eurobonds in the amount of USD 483 million due to their maturity. Yuan-denominated bonds due in 2027 In August 2022, the group issued yuan-denominated bonds in the amount of CNY 4.6 billion (USD 665 million) with coupon rate of 3.80% and maturity date in August 2027. Derivative financial instruments and investments As of 31 December 2022, derivative financial instruments and investments were as follows: 31 December 2022 31 December 2021 Non-Current Current Total Non-Current Current Total Cross currency swaps 7 - 7 23 - 23 Loans receivable 323 61 384 24 - 24 Total derivative financial assets and investments 330 61 391 47 - 47 Cross currency swaps 72 - 72 290 1 291 Total derivative financial liabilities 72 - 72 290 1 291
169 Cross currency swaps During the 2022, the group terminated in advance of maturity two of cross currency swaps in full amount and one cross currency swap partially. Net cash inflow related to proceeds on termination of cross currency swaps amounted to USD 24 million. The following terms were in place as of 31 December 2022: Nominal Interest payments Expiration date Group pays (USD million) Group receives (RUB million) Frequency Group pays (in USD) Group receives (in RUB) March 2024 125 8,225 quarterly 5.04% 8.75% April 2024 745 49,999 quarterly 4.97% 8,13% October 2024 310 20,000 semi-annually 3.22% 7.40% March 2025 125 8,169 quarterly 2.80% MosPrime 3m + 0.27% The following terms were in place as of 31 December 2021: Nominal Interest payments Expiration date Group pays (USD million) Group receives (RUB million) Frequency Group pays (in USD) Group receives (in RUB) March 2024 125 8,225 quarterly 5.04% 8.75% April 2024 965 64,801 quarterly 4.97% 8,13% October 2024 310 20,000 semi-annually 3.22% 7.40% March 2025 125 8,169 quarterly 2.80% MosPrime 3m + 0.27% Unused credit facilities As of 31 December 2022, the group has unused credit facilities in the total amount of USD 1,564 million (31 December 2021: USD 1,276 million). Pledge As of 31 December 2022 and 2021, all shares of JSC TaigaEnergoStroy (subsidiary of the group) belonging to the group were pledged to secure a credit line. Other matters There were a number of financial covenants under several loan agreements in effect as of 31 December 2022 according to which the respective subsidiaries of the Company and the Company itself are limited in their level of leverage and other financial and non-financial parameters. The group tests covenants half-yearly and was in compliance with the covenants as of 31 December 2022. A number of economic sanctions have been imposed against Russian entities that, among other things, restrict Russian entities from having access to foreign financial markets. As a result of restrictions, there is a risk that Eurobonds coupon payments may not reach the ultimate holders of the notes through foreign principal paying agents. From July 2022 to September 2022, the group received consents of the holders of all of its Eurobond issues to amend certain terms and conditions of the Eurobonds (including payment mechanics). These changes are mainly focused at reducing risks associated with servicing of the Eurobonds and provide, in particular, that payments to the holders of
170 the Eurobonds, whose rights are accounted for within the Russian custodian infrastructure, can be made, including but not limited to, directly to them.
171 Reconciliation of liabilities arising from financing activities Borrowings Lease Dividends payable Derivatives 2022 2021 2022 2021 2022 2021 2022 2021 Carrying value as of the beginning of the year 3,188 3,484 84 70 7 2 268 355 Net cash flows 154 (316) (20) (16) (3) (1,268) 80 (39) Non-cash changes, including: Dividends accrued - - - - 4 1,246 - - Loss on early redemption of debt - 38 - - - - - - Foreign exchange loss 201 8 6 - - - - - Debt modification - (23) 16 24 - - - - Commissions on borrowings and amortisation at effective interest rate 17 9 11 5 - - - - Gain on exchange of interest payments under cross currency and interest rate swaps - - - - - - (56) (14) Gain on revaluation of derivative financial instruments - - - - - - (285) (33) Effect of currency translation (143) (12) 7 1 (1) 27 58 (1) Carrying value as of the end of the year 3,417 3,188 104 84 7 7 65 268 19. PAYABLES 31 Dec. 2022 31 Dec. 2021 Employee compensation payable 116 106 Capital expenditures payables 80 109 Trade payables 64 65 Interest payable 52 46 Accrued annual leave 34 31 Other accounts payable and accrued expenses 32 34 Total trade and other payables 378 391 Social taxes 36 29 Value added tax 22 24 Mineral extraction tax 18 17 Property tax 5 4 Other taxes 10 20 Total taxes other than income tax payable 91 94 20. RELATED PARTIES There were no transactions with related parties throughout the year ended 31 December 2022, except for those presented within note 13 and compensation of the key management personnel as detailed below. Key management personnel Year ended 31 December 2022 2021 Short-term compensation to key management personnel accrued 19 20 Equity-settled share-based compensation (LTIP) 11 35 Total 30 55
172 21. COMMITMENTS The Land in the Russian Federation on which the group’s production facilities are located is owned by the state. The group leases this land through lease agreements, which expire in various years through to 2065. Future lease payments due under lease agreements excluded from IFRS 16 scope (note 13) were as follows: 31 Dec. 2022 31 Dec. 2021 Due within one year 13 10 From one to five years 41 33 Thereafter 78 56 Total 132 99 The group’s contracted capital expenditure commitments are as follows: 31 Dec. 2022 31 Dec. 2021 Projects in Krasnoyarsk 384 337 Project Natalka 132 145 Project Sukhoi Log 60 49 Project Kuranakh 46 29 Project Verninskoye 43 - Other capital commitments 24 21 Total 689 581 22. OPERATING ENVIRONMENT Emerging markets such as Russia are subject to different risks than more developed markets, including economic, political and social, and legal and legislative risks. Laws and regulations affecting businesses in Russia continue to change rapidly, tax and regulatory frameworks are subject to varying interpretations. The future economic direction of Russia is heavily influenced by geopolitical factors, political environment in the country, the fiscal and monetary policies adopted by the government, together with developments in the legal and regulatory environment. Because Russia produces and exports large volumes of oil and gas, its economy is particularly sensitive to the price of oil and gas on the world market. On 21 February 2022, the President of Russia signed the executive orders on the recognition of the Donetsk People’s Republic and the Lugansk People’s Republic. On 24 February 2022, a decision to carry out a special military operation in Ukraine was announced In response to these events, the US, UK, EU and other countries have significantly extended sanctions on the Russian Federation, public authorities, officials, businessmen and companies. This resulted in reduced access of the Russian businesses to international capital, import and export markets, decline in capitals markets, drop in GDP and other negative economic consequences. On 21 July 2022, in addition to previously imposed restrictions, the EU and UK banned the import of gold produced in Russia. On 21 September 2022, the President of Russia signed the executive order on partial military mobilization of citizens. There is a risk of future extensions of sanctions. On 16 December 2022, the EU banned investments in the Russian mining industry and the supply of various equipment, including industrial. The group monitors and analyses the geopolitical situation and takes necessary actions, including expansion of the distribution channels, searching of new suppliers, transfer of cash and cash equivalents to non-sanctioned banks and other. There is still a high level of uncertainty regarding the impact of possible subsequent changes in the economic situation on future operations and financial position of the group.
173 23. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash and cash equivalents, current trade and other receivables and accounts payable approximate their fair value given the short-term nature of these instruments. Non-current other receivables are discounted at discount rates derived from observable market input data. Trade receivables for gold-bearing products are carried at fair value through profit or loss (Level 2 of the fair value hierarchy in accordance with IFRS 13). The fair value of cross-currency swaps is determined using a discounted cash flow valuation technique and is based on inputs (spot currency exchange rates, USD and RUB interest rates), which are observable in the market and are classified as Level 2 of the fair value hierarchy in accordance with IFRS 13. Borrowings and deferred consideration are carried at amortised cost. The fair value of the group’s borrowings excluding lease liabilities is estimated as follows: 31 December 2022 31 December 2021 Carrying amount Fair value Carrying amount Fair value Eurobonds (Level 2) 1,339 1,304 1,829 1,847 Yuan-denominated bonds (Level 1) 645 628 - - Borrowings (Level 2) 1,149 1,288 1,090 1,111 Rusbonds (Level 1) 284 281 269 262 Total 3,417 3,501 3,188 3,220 The fair value of all of the group’s borrowings and Eurobonds is within Level 2 of the fair value hierarchy in accordance with IFRS 13. As at 31 December 2022 the fair value of borrowings is determined using a discounted cash flow valuation technique, the discount rate for 31 December 2022 valuation is determined by reference to the group’s traded Rusbonds. As at 31 December 2021 the fair value of borrowings is determined using a discounted cash flow valuation technique with reference to observable market inputs: forward USD and RUB interest rates and the company’s own credit risk. As at 31 December 2022 the fair value of the Eurobonds is determined using a cash flow valuation technique and is based on inputs (Russian government Eurobond yield, company’s own credit risk), which are observable in the market and are classified as Level 2 of the fair value hierarchy in accordance with IFRS 13 (as at 31 December 2021 the fair value of Eurobonds is within Level 1 of the fair value hierarchy in accordance with IFRS 13). As at 31 December 2022 and 2021 the fair value of the Rusbonds and Yuan-denominated bonds is within Level 1 of the fair value hierarchy in accordance with IFRS 13, because the Rusbonds and Yuan-denominated bonds are publicly traded in an active market. 24. FINANCIAL INSTRUMENTS RISK MANAGEMENT ACTIVITIES Capital risk management The primary objective of managing the group’s capital is to ensure that there is sufficient capital available to support the funding requirements of the group, including capital expenditure, in a way that optimises the cost of capital, maximises shareholders’ returns and ensures that the group remains in a sound financial position. The group manages and adjusts the capital structure as opportunities arise in the market place, as and when borrowings mature, or as and when funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. The level of dividends is monitored by the Board of Directors of the group in accordance with the Dividend policy of the group. In the capital management process the group utilizes various financial metrics including the ratio of group Net Indebtedness to Adjusted EBITDA (“group Leverage Ratio”). The group recognizes that group Leverage Ratio should not exceed 3.5 times as per the Terms and Conditions of the Notes (Eurobonds). As of 31 December 2022 the group Leverage ratio was 0.9 times (31 December 2021: 0.6 times).
174 “Group Net Indebtedness” is defined in the Terms and Conditions of the Notes (Eurobonds) as all consolidated Indebtedness less cash and cash equivalents, as shown on the Consolidated Financial Statements of the group. Indebtedness is defined as the sum of any moneys borrowed, any principal amount raised by acceptance under any acceptance credit facility, any principal amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, any principal amount raised under any other transaction having the economic or commercial effect of a borrowing and the amount of any liability in respect of the guarantee or indemnity. There were no changes in the group’s approach to capital management during the year. Major categories of financial instruments The group’s principal financial liabilities comprise borrowings, derivative financial instruments and account payables. The main purpose of these financial instruments is to finance the group’s operations. The group has various financial assets such as cash and cash equivalents, trade and other receivables, derivative financial instruments and loans receivable. 31 Dec. 2022 31 Dec. 2021 Financial assets measured at fair value through profit or loss (FVPL) Derivative financial instruments (Level 2) 7 23 Trade receivables (Level 2) 8 18 Financial assets measured at amortised cost Trade and other receivables 57 45 Loans receivable 384 24 Cash and cash equivalents 1,317 1,343 Total financial assets 1,773 1,453 Financial liabilities measured at fair value through profit or loss (FVPL) Derivative financial instruments (Level 2) 72 291 Financial liabilities measured at amortised cost Borrowings 3,521 3,272 Payables 359 370 Total financial liabilities 3,952 3,933 The fair value of the group’s financial instruments and levels of fair value hierarchy are disclosed in note 23. The main risks arising from the group’s financial instruments are gold price, interest rate, foreign currency exchange rates, credit and liquidity risks. Gold price risk The group is exposed to changes in the gold price due to its significant volatility. If the gold price was 10% higher / lower during the year ended 31 December 2022 profit for the year would have increased / decreased by USD 350 million / USD 350 million respectively (2021: USD 406 million / USD 406 million). Interest rate risk Interest expenses on borrowings issued at variable interest rates are for the most part effectively converted into fixed-rate interest payments using cross-currency swaps (note 18); the group is not materially exposed to interest rate risk. Foreign currency exchange rate risk Currency risk is the risk that the financial results of the group will be adversely affected by changes in exchange rates to which the group is exposed. The group undertakes certain transactions denominated in foreign currencies. Prices for gold are quoted in USD based on international quoted market prices. The majority of the group’s expenditure are denominated in RUB, accordingly, operating profits are adversely impacted by appreciation of the RUB against the USD. In assessing this risk, management takes into consideration changes in the gold price.
175 The carrying amounts of monetary assets and liabilities denominated in foreign currencies other than the functional currencies of the individual group entities were as follows: 31 Dec. 2022 31 Dec. 2021 Assets USD 197 1,261 Other (presented in USD at closing exchange rate) 1,084 - Total 1,281 1,261 Liabilities USD 1,433 2,255 CNY (presented in USD at closing exchange rate) 652 - EURO (presented in USD at closing exchange rate) 3 9 Total 2,088 2,264 Currency risk is monitored regularly by performing a sensitivity analysis of foreign currency positions in order to verify that potential effects are within planned parameters. RUB denominated borrowings are for the most part effectively converted into USD borrowings using cross-currency swaps (note 18). The following details the group’s sensitivity to changes in exchange rates by 25% which is the sensitivity rate used by the group for internal analysis. The analysis was applied to monetary items at the reporting dates denominated in their respective currencies. If the USD to RUB exchange rate had increased by 25% for the year ended 31 December 2022, as of the end of respective year the group would have incurred a loss of USD 619 million (2021: USD 627 million). Credit risk Credit risk is the risk that a customer may default or not meet its obligations to the group on a timely basis, leading to financial losses to the group. Credit risk arises from cash, cash equivalents and deposits kept with banks, derivative agreements, loans issued, advances paid and other receivables. In order to mitigate credit risk, the group conducts its business with creditworthy and reliable counterparties, and minimises advance payments, actively uses guarantees, letters of credit and other instruments for trade finance to decrease risks of non-payment. The group employs a methodology for in-house financial analysis of banks and non-banking counterparties, which is used during new agreements with counterparties. The group’s credit risk profile is regularly monitored by management in order to avoid undesirable increases in risk, to limit concentration of credit and to ensure compliance with the above mentioned policies and procedures. Deposits, current bank accounts and derivative financial instruments are held with major Russian and international banks, with reasonable and appropriate diversification, which decreases concentration risk by spreading the credit risk exposure across several top rated banks. Published credit ratings of banks (or their parent companies) in which the group held cash and cash equivalents are presented as follows: 31 Dec. 2022 31 Dec. 2021 Investment grade rating 281 1,227 Non-investment grade rating 1,009 116 No external rating 27 - Total cash and cash equivalents 1,317 1,343 Investment grade rating is classified as Aaa to Baa3 for Moody’s Investors Service, as AAA to BBB- for Fitch Ratings and Standard & Poor’s, as AAA(RU) for ACRA and ruAAA for Expert RA. As of 31 December 2022, 33% and 32% of cash and cash equivalents were held in two banks with non- investment grade ratings (31 December 2021: 44% and 36% in two banks with investment grade ratings). Although the group sells more than 70% of the total gold sales to several major customers, the group is not economically dependent on these customers because of the high level of liquidity in the gold commodity market. A substantial portion of gold sales are made on advance payment or immediate payment terms, therefore the credit risk related to trade receivables is minimal.
176 As of 31 December 2022, trade receivables for gold bearing products sales were USD 8 million (31 December 2021: USD 18 million). Gold sales to the group’s major customers are presented as follows: Year ended 31 December 2022 2021 Largest customer 624 2,369 2-5 largest customers 1,292 2,424 Next 5 largest customers 1,038 111 Total 10 largest customers 2,954 4,904 Remaining customers 1,218 - Total 4,172 4,904 Liquidity risk Liquidity risk is the risk that the group will not be able to settle all liabilities as they are due. The group’s liquidity position is carefully monitored and managed. The group manages liquidity risk by maintaining detailed budgeting and cash forecasting processes and matching the maturity profiles of financial assets and liabilities to help ensure that it has adequate cash available to meet its payment obligations. The group’s cash management procedures include medium-term forecasting (a budget approved each financial year and updated on a quarterly basis) and short-term forecasting (monthly cash-flow budgets are established for each business unit and a review of each entity’s daily cash position is performed using a two-week rolling basis). Presented below is the maturity profile of the group’s financial liabilities as of 31 December 2022 based on undiscounted contractual cash payments, including interest payments and derivatives: Borrowings and derivatives Principal Interest Payables Lease liabilities Total Due in the first year 341 141 359 18 859 Due in the second year 1,807 96 - 18 1,921 Due in the third year 31 47 - 17 95 Due in the fourth year - 47 - 15 62 Due in the fifth year 647 47 - 13 707 Due in more than six years 690 23 - 152 865 Total 3,516 401 359 233 4,509 Presented below is the maturity profile of the group’s financial liabilities as of 31 December 2021 based on undiscounted contractual payments, including interest payments and derivatives: Borrowings and derivatives Principal Interest Payables Lease liabilities Total Due in the first year 498 131 370 15 1,014 Due in the second year 341 116 - 12 469 Due in the third year 1,816 71 - 11 1,898 Due in the fourth year 31 23 - 11 65 Due in the fifth year - 23 - 11 34 Due in more than six years 700 44 - 51 795 Total 3,386 408 370 111 4,275 The maturity of the derivative financial instruments is presented within note 18. 25. INVESTMENTS IN SIGNIFICANT SUBSIDIARIES The basis of distribution of accumulated retained earnings for companies operating in the Russian Federation is defined by legislation as the current year net profit of the company, as calculated in accordance with Russian accounting standards. However, the legislation and other statutory laws and regulations dealing with profit distribution are open to legal interpretation and accordingly management believes at present it would not be appropriate to disclose an amount for distributable profits and reserves in these consolidated financial statements. Information about significant subsidiaries of the group
177 Effective % held at 54 Subsidiaries Nature of business 31 Dec. 2022 31 Dec. 2021 Incorporated in Russian Federation JSC Polyus Krasnoyarsk Mining (including initial processing) and sale of gold 100 100 JSC Polyus Aldan Mining (including initial processing) and sale of gold 100 100 JSC Polyus Verninskoye Mining (including initial processing) and sale of gold 100 100 JSC GMC Lenzoloto Mining (including initial processing) and sale of gold 100 100 JSC Polyus Magadan Mining (including initial processing) and sale of gold 100 100 LLC Polyus Stroy Construction 100 100 LLC Polyus Sukhoi Log Exploration and evaluation of the Sukhoi Log deposit 100 100 Acquisition of Chulbatkan In June 2022, following the completion of sale by Kinross Gold Corporation of 100 percent of its Russian assets to the Highland Gold Mining group of companies the group acquired 100 percent participation interests in Udinsk Gold Limited Liability Company and Berill Gold Limited Liability Company from the Highland Gold Mining group of companies for total consideration of USD 140 million and customary adjustments of USD 10 million paid. The acquisition was considered as a bargain purchase, resulting in a gain in the amount of USD 16 million recognised in the consolidated statement of profit or loss. Acquired companies give the group 100 percent stake in the Chulbatkan gold deposit, a high-grade greenfield project located in the Khabarovsk region of the Russian Far East. In accordance with IFRS 3 the group preliminary assessed amounts of fair values of the identified assets and liabilities of the acquired companies at the acquisition date. These amounts are provisional and may be adjusted during measurement period (not exceeding one year from the date of acquisition). Provisional fair value amounts at the acquisition date Property, plant and equipment 138 Non-current inventories 5 Deferred tax assets 5 Trade and other receivables 9 Taxes receivable 5 Cash and cash equivalents 7 Taxes payable (2) Trade and other payables (1) Total identifiable net assets 166 Cash consideration paid (150) Gain on acquisition of subsidiaries 16 For the period from the date of acquisition to 31 December 2022, the acquired companies had no effect on the group’s profit for the period and revenue. The acquired companies would have decreased 54 Effective % held by the Company, including holdings by other subsidiaries of the group.
178 the group’s profit for the year ended 31 December 2022 by an additional USD 2 million, if the acquisition had occurred in January 2022, with no effect on revenue.
179 26. EVENTS AFTER THE REPORTING DATE In February 2023, with respect to Eurobonds due in 2023 the group transferred the funds earmarked for coupon payments due in August 2022 and February 2023 as well as principal payment for these Eurobonds (in the amount of USD 330 million) to the principal paying agent and was informed by the principal paying agent that these funds were further transferred by the principal paying agent to the international clearing systems for further distribution to the holders of the Eurobonds whose rights are accounted for within the international clearing systems and thus redeemed these Eurobonds upon their maturity. In February 2023, the group issued rouble denominated bonds in the amount of RUB 20 billion (USD 268 million) with a coupon rate of 10.4% and maturity date in February 2028. Following the placement the group has entered into cross-currency swaps to convert RUB 20 billion bonds into yuan denominated liability in the amount of CNY 1,842 million with a fixed rate of 4.98%. In March 2023, the group received payments as settlement of loans receivable in the amount of USD 88 million. Место для ввода текста.
Annual review 2022 180 www.polyus.com Additional Information Report on compliance with the principles and recommendations of the Corporate Governance Code In its operations the Company adheres to global best practices in corporate governance largely supported by the recommendations outlined in the Corporate Governance Code. No. Corporate Governance Principle (CGP) Criteria for assessing compliance with the Corporate Governance Principle CGP compliance status 1 2 3 4 1.1. The company must ensure the equitable and fair treatment of all shareholders exercising their right to participate in the management of the company. 1.1.1. The company provides the best possible conditions for shareholders to participate in general meetings, make informed decisions, coordinate their actions and express their opinions on agenda items. 1. The company provides easy-to-use communication channels, such as a hotline, email and an online forum, which allow shareholders to express their opinions and submit questions regarding the agenda in the course of preparation for a general meeting. These communication channels were organized and provided to shareholders in the course of preparation for each general meeting held in the reporting period. Observed 1.1.2. The procedure for notifying shareholders of a general meeting and circulating appropriate materials enables shareholders to duly prepare for the meeting. 1. During the reporting period, a general meeting notice is posted on the website not later than 30 days prior to the date of the general meeting, unless the legislation provides for longer period. 2. A notice of the general meeting specifies the documents necessary to access the venue. 3. Shareholders are informed of who suggested agenda items and who nominated candidates for the company’s board of directors and the revision committee (when the Charter provides for its establishment). Observed 1.1.3. When preparing for and participating in a general meeting, shareholders had unrestricted and timely access to any relevant information and materials, could communicate with one another and 1. During the reporting period, shareholders had the opportunity to address questions to the company’s executive bodies and directors both in the course of preparation for and during the general meeting. Observed
Annual review 2022 181 www.polyus.com could address questions to the company's executive bodies and directors. 2. The directors’ opinions (including dissenting opinions recorded in the minutes) (if any) on each of the agenda items of the general meetings held during the reporting period were added to the materials for the general meeting. 3. The lists of persons entitled to participate in each general meeting in the reporting period were made available to the shareholders eligible to review such lists as soon as the company received the lists. 1.1.4. There were no unjustified difficulties preventing shareholders from exercising their rights to convene a general meeting, nominate candidates to the company’s management bodies, or propose items for the agenda. 1. The Charter outlines the period when shareholders have the opportunity to propose items for the agenda of the annual general meeting, being at least 60 days following the end of the corresponding calendar year. 2. In the reporting period, the company did not reject any item proposed for the agenda or candidates nominated to the company’s bodies due to misprints or other minor flaws in shareholder proposals. Observed 1.1.5. Every shareholder was able to exercise their voting rights without hindrance, in the simplest and most convenient way. 1. The Charter includes option of online completion of an electronic voting ballot on the website specified in the general meeting notice. Observed 1.1.6. The company’s procedure for holding a general meeting provides equal opportunities for all persons present at the meeting to express their opinions and ask questions. 1. During general meetings held in the reporting period in the form of a meeting (joint attendance of shareholders), sufficient time was allocated for reports on, and discussion of, the agenda items, shareholders were given the opportunity to express their opinion and ask questions of interest to them on the agenda. 2. The Company invited candidates to the company’s governing and control bodies and took all necessary measures to ensure their participation at the general meeting where their candidacies were put to a vote. Candidates for the company’s governing and control bodies attending the general meeting were available to answer questions from shareholders. 3. The sole executive body, chief accountant, chairman or other members of the Audit Committee were available to answer questions Partially observed
Annual review 2022 182 www.polyus.com from shareholders during the general meetings held in the reporting period. 4. During the reporting period, the Company used telecommunication channels to provide shareholders with the option of remote access in order to participate in general meetings, or the board of directors made a justified resolution that the use of such telecommunication equipment was not necessary (possible). 1.2. Shareholders have equal and fair opportunities to receive a share in the company’s profit in the form of dividends. 1.2.1. The company has developed and introduced a transparent and clear procedure for determining the amount of dividends and for paying them out. 1. The company’s dividend policy has been approved by the board of directors and disclosed on the Company's official website. 2. If the dividend policy of a company preparing consolidated financial statements uses data from the company’s financial statements to determine the amount of dividends, the respective provisions of the dividend policy take into consideration the consolidated indicators of financial statements. 3. Justification for the proposed net profit distribution, including distribution for dividends and the company’s own needs, and the assessment of its compliance with dividend policy, including explanations and economic justification for allocating a certain part of the profit for its own needs during the reporting period were included in the set of materials for a general meeting where the distribution of net profit (including payment (announcement) of dividends) was on the agenda Criteria 1-2 are observed Criterion 3 is not observed 1.2.2. The company does not resolve to pay out dividends if such resolution, even though compliant with legislation, is not economically viable and may lead to false assumptions about the company’s performance. 1. In addition to the restrictions established by law, the company's dividend policy defines financial/economic circumstances under which the company should not make a decision to pay dividends Observed 1.2.3. The company does not allow detriment to the dividend rights of its current shareholders. 1. During the reporting period, the company did not take any actions leading to a deterioration in shareholders’ dividend rights. Observed
Annual review 2022 183 www.polyus.com 1.2.4. The company should seek to prevent shareholders from making profits (gains) from the company other than through dividends and liquidation value. 1. No other methods were used by controlling persons to make profits (gains) from the company other than through dividends (e.g., using transfer pricing, unjustified provision of overpriced services, internal borrowing provided to controlling persons and/or their controlled entities instead of dividends) during the reporting period. Observed 1.3. The company’s corporate governance framework and practices ensure equality for shareholders owning the same type (class) of shares, including minority and non- resident shareholders, and their equitable treatment by the company. 1.3.1. The company has ensured the equitable treatment of each and every shareholder by its governing bodies and controlling entities, specifically to prevent exploitation by major shareholders of minority shareholders. 1. During the reporting period, controlling persons did not abuse rights with respect to Company shareholders, there were no conflicts between controlling persons and shareholders, and, if any such conflicts occurred, the board of directors paid due attention to them. Observed 1.3.2. The company refrains from any and all actions that will or may result in the artificial redistribution of corporate control. 1. There are no quasi-treasury shares, or quasi-treasury shares did not participate in voting during the reporting period. Observed 1.4. Shareholders are provided with reliable and effective methods for recording their title to shares, as well as the opportunity to dispose such shares freely and without hindrance. 1.4.1 Shareholders are provided with reliable and effective methods to record their title to shares, as well as the opportunity to dispose such shares freely and without hindrance. 1. The technologies and terms of services provided by the registrar are sufficient to meet the needs of the company and its shareholders, ensure efficient share title accounting and exercising shareholders rights. Observed 2.1. The board of directors is responsible for the strategic governance of the company: defining key principles and approaches to risk management and internal controls, exercising control over the company’s executive bodies, and delivering on other core responsibilities. 2.1.1. The board of directors is responsible for the appointment of executives and the termination of their appointments, including in the event of their failure to perform properly. The board of directors also ensures that the company’s executive bodies act in accordance with the approved strategy and the company’s business profile. 1. The board of directors’ authority in relation to appointment, dismissal and determining the terms and conditions of the employment contracts of members of the executive bodies is stated in the charter. 2. In the reporting period, the nomination committee addressed the matter of the compliance of professional qualifications, skills and experience of executive bodies with the company’s current and expected requirements, guided by the approved company strategy. Observed
Annual review 2022 184 www.polyus.com 3. During the reporting period, the board of directors reviewed the report (reports) of the sole executive body and collective executive body (if any) on the implementation of the company’s strategy. 2.1.2. The board of directors defines the company’s general long-term strategic priorities, evaluates and approves key performance indicators and the company’s primary business goals, as well as the strategy and business plans for the company’s core activities. 1. Meetings of the board of directors held during the reporting period reviewed matters relating to the implementation and adjustment of the strategy, approval of the company's business plan (budget), and the criteria and indicators (including interim criteria and indicators) for implementation of the company's strategy and business plans. Observed 2.1.3. The board of directors determines the company’s risk management and internal control principles and approaches. 1. The company’s risk management and internal control principles and approaches have been determined by the board of directors and documented in the risk management and internal control regulation frameworks. 2. During the reporting period the board of directors approved (reviewed) the company’s acceptable risk level (risk appetite) or the audit committee and/or risk committee (if available) considered the feasibility of submitting risk appetite adjustment for review by the board of directors. Observed 2.1.4. The board of directors defines the company’s policy on remunerating and/or reimbursing (compensating) its directors, executives and other key managers. 1. The company has developed and implemented a board of directors- approved policy (policies) on remunerating and/or reimbursing (compensating) its directors, executives and other key managers. 2. During the reporting period, the board of directors reviewed matters relating to the above policy (policies). Observed 2.1.5. The board of directors plays a key role in the prevention, identification and resolution of any disputes between the company’s bodies, shareholders and employees. 1. The board of directors plays a key role in preventing, identifying and resolving any internal disputes. 2. The company has developed a system for identifying transactions that may give rise to conflicts of interest and a system to address such conflicts. Observed
Annual review 2022 185 www.polyus.com 2.1.6. The board of directors plays a key role in ensuring the company’s transparency, full and timely information disclosure and unhindered access to corporate documents for shareholders. 1. The company’s internal regulations determine the persons responsible for implementing the information policy. Observed 2.1.7. The board of directors exercises control over the company’s corporate governance practices and plays a key role in material corporate events. 1. During the reporting period, the board of directors reviewed the results of self-assessment and/or external audit of the company’s corporate governance practices. Observed 2.2. The board of directors reports to the company’s shareholders. 2.2.1. Information about the performance of the board of directors is disclosed and provided to shareholders. 1. The company’s annual report for the reporting period includes information about attendance at meetings of the board of directors and its committees by each director. 2. The annual report provides information about key deliverables identified by the board of directors performance assessment (self- assessment) conducted during the reporting period. Not observed 2.2.2. The chairman of the board of directors is available for communication with the company’s shareholders. The company has in place a transparent procedure enabling shareholders to submit petitions to the chairman of the board of directors (or senior independent director, if applicable) and receive feedback. Observed 2.3. The board of directors is the company’s effective and professional governance body capable of making fair and independent judgments and decisions in line with the interests of the company and its shareholders. 2.3.1. Persons elected as members of the board of directors have impeccable business and personal reputations, as well as the expertise, skills and experience necessary to make decisions at board of directors’ level, and to efficiently perform the board of directors’ responsibilities. 1. During the reporting period, the board of directors (or its nomination committee) assessed the required experience, knowledge, business reputation, absence of conflicts of interest, etc., of candidates to the board of directors. Observed 2.3.2. Members of the board of directors shall be elected through a transparent procedure enabling shareholders to obtain sufficient information about candidates to get a clear idea of their personal and professional qualities. 1. In all cases where a general meeting of shareholders was held during the reporting period that included electing members of the board of directors, the company provided shareholders with biographical data on all candidates, together with the assessment results of the compliance of the candidate’s professional qualification, experience and skills with the Company’s current and future Partially observed
Annual review 2022 186 www.polyus.com expectations performed by the board of directors (or its nomination committee), information about the candidates’ compliance with the independence criteria as prescribed by recommendations 102–107 of the Code, and information on the availability of their written consent to be elected to the board of directors. 2.3.3. The composition of the board of directors is well balanced, including in terms of its members’ qualifications, experience, expertise and business skills, with directors being trusted by the shareholders. 1. During the reporting period, the board of directors reviewed its own needs for additional professional qualifications, experience and skills and identified competences required by the board of directors in the short- and in the long-term. Observed 2.3.4. The number of members on the company’s board of directors makes it possible to organize the board of directors in the most efficient way, including by establishing committees of the board of directors and enabling a candidate voted for by a substantial minority shareholders to be elected to the board of directors. 1. During the reporting period, the board of directors has analyzed how the number of members in the board of directors meets the company’s needs and the shareholders’ interests. Observed 2.4. The board of directors includes a sufficient number of independent directors. 2.4.1. An independent director is a person with sufficient professional skills, experience and independence to have his/her own opinion and make unbiased and fair judgments that are not influenced by the company’s executive bodies, certain groups of shareholders or other stakeholders. Under normal conditions, a candidate (or an elected member) of the board of directors cannot be considered independent if he/she is related to the company, its substantial shareholder, major counterparty, competitor or the government. 1. In the reporting period, all independent members of the board of directors fully complied with the independence criteria set out in recommendations 102–107 of the Code or were recognized as independent by a resolution of the board of directors. Partially observed 2.4.2. Candidates to the board of directors are assessed for compliance with the independence criteria, with independent directors being regularly checked against these criteria. In such assessments, substance prevails over form. 1. During the reporting period, the board of directors (or the nomination committee of the board of directors) formed an opinion on the independence of each candidate for appointment to the board of directors and submitted the relevant opinion to the shareholders. 2. At least once during the reporting period, the board of directors (or the nomination committee of the board of directors) reviewed independence of the members of the board of directors (after their election). Partially observed
Annual review 2022 187 www.polyus.com 3. The company has developed procedures prescribing the course of action for a member of the board of directors if he/she ceases to be an independent director, including the obligation to immediately inform the board of directors about this event. 2.4.3. Independent directors constitute at least one-third of the elected board of directors. 1. Independent directors constitute at least one-third of the board of directors. The criteria was observed from 01 January 2022 to 07 March 2022, from 08 March 2022 not observed 2.4.4. Independent directors play a key role in preventing conflicts of interest within the company and taking material corporate actions by the company. 1. Independent directors with no conflicts of interest during the reporting period tentatively assessed material corporate actions related to a potential conflict of interests and provided the results of such assessment to the board of directors. Observed 2.5. The chairman of the board of directors ensures that the board of directors discharges its responsibilities in the most efficient way. 2.5.1. The chairman of the board of directors has been elected from among the independent directors, or a senior independent director has been appointed from among the elected independent directors, to coordinate the work of the independent directors and liaise with the chairman of the board of directors. 1. The chairman of the board of directors is an independent director, or a senior independent director has been appointed from among the independent directors. 2. The role, rights and responsibilities of the chairman of the board of directors (and, where applicable, of the senior independent director) are duly set out in the company’s internal regulations. The criteria 1: was observed from 01 January 2022 to 07 March 2022, not observed from 08 March 2022. The criteria 2 observed 2.5.2. The chairman of the board of directors promotes a constructive approach to meetings and free discussion of agenda items, and oversees implementation of the resolutions adopted by the board of directors. 1. During the reporting period, the performance of the chairman of the board of directors was assessed as part of the board of directors performance assessment (self-assessment) procedure. Observed 2.5.3. The chairman of the board of directors makes sure that directors are provided with materials required to make well-informed decisions on agenda items in a timely manner. 1. The responsibility of the chairman of the board of directors to provide directors with full and accurate information on the agenda Observed
Annual review 2022 188 www.polyus.com items of the board of directors’ meeting in a timely way is formalized in the company’s internal regulations. 2.6. Members of the board of directors act reasonably and in good faith to protect the interests of the company and its shareholders, based on sufficient awareness and with due care and diligence. 2.6.1. Members of the board of directors make decisions taking into account all available information, having no conflicts of interest, treating shareholders equitably and taking no excessive business risks. 1. The company’s internal regulations provide that a member of the board of directors shall notify the board of directors if he/she has a conflict of interest with respect to any item on the agenda of a meeting of the board of directors or its committee, before such an agenda item is being discussed. 2. The company’s internal regulations provide that a member of the board of directors shall abstain from voting on any item in respect of which he/she has a conflict of interest. 3. The company has adopted a procedure entitling the board of directors to take professional advice on matters falling within its remit, at the company’s expense. Observed 2.6.2. The rights and responsibilities of members of the board of directors are clearly set out and formalized in the company’s internal regulations. 1. The company has adopted and published an internal regulation that clearly sets out the rights and responsibilities of members of the board of directors. Observed 2.6.3. Members of the board of directors have sufficient time to fulfill their responsibilities. 1. Individual attendance at board of directors and committees meetings and the sufficiency of the time worked on the board of directors, including committees of the board of directors, have been analyzed as part of the board of directors performance assessment (self-assessment) for the reporting period. 2. In accordance with the company’s internal regulations, members of the board of directors shall notify the board of directors about any intention to join governing bodies of other organizations (excluding organizations controlled by the company) or any such appointments accepted. Observed 2.6.4. All members of the board of directors have equal access to the company’s documents and information. Newly elected members of 1. In accordance with the company’s internal regulations, members of the board of directors have the right to receive information and Observed
Annual review 2022 189 www.polyus.com the board of directors receive sufficient information about the company and the board of directors’ operations in the shortest possible time. documents necessary for the board directors to exercise their duties and referring to the company and its subsidiaries, while the company’s executive bodies are obliged to ensure the provision of such information and documents. 2. The company implements a formal induction program for newly elected members of the board of directors. 2.7. Holding of board of directors meetings, preparation for them and effective attendance of board directors ensure the efficiency of the board of directors. 2.7.1. Meetings of the board of directors are held as and when necessary, with due regard for the company’s size and current objectives. 1. The board of directors held at least six meetings during the reporting year. Observed 2.7.2. The company’s internal regulations establish a procedure for preparing for and holding board of directors meetings so that members of the board of directors can make proper preparations. 1. The company has approved an internal regulation setting out the procedure for preparing for and holding board meetings and providing, among other things, that the notice of a meeting shall be generally served at least five days prior to the meeting date. 2. In the reporting period, the members of the board of directors absent at the venue of the board of directors meeting, had the opportunity to participate in the discussion of the agenda items and in the voting in remote mode by conference and video-conference communication Observed 2.7.3. The format of a board of directors meeting is determined based on the importance of the agenda items. Key matters are reviewed at meetings held in person. 1. The company’s charter or internal regulations provide that most significant matters (including those listed in recommendation 168 of the Code) shall be reviewed at board of directors meetings held in person. Partially observed 2.7.4. Resolutions on matters being most significant to the company’s operations are adopted at meetings of the board of directors by a qualified majority or a majority vote of all elected members of the board of directors. 1. The company’s charter provides that resolutions on most significant matters, including those listed in the Code's recommendation 170, shall be adopted at meetings of the board of directors by a qualified majority of at least 3/4 of the votes cast or by a majority vote of all elected members of the board of directors. Not observed 2.8. The board of directors sets up committees to carry out a preliminary review of the most important matters pertaining to the company’s operations. 2.8.1. To carry out a preliminary review of matters pertaining to the control of the company’s financial and business performance, the board of 1. The board of directors has set up an audit committee consisting of only independent directors. The criteria 1,3: were observed from 01
Annual review 2022 190 www.polyus.com directors sets up an audit committee consisting of independent directors. 2. The company’s internal regulations set forth the audit committee’s functions, including those contained in recommendation 172 of the Code. 3. At least one audit committee member, who is an independent director, has experience and knowledge in the preparation, review, evaluation and audit of accounting (financial) statements. 4. In the reporting period, the audit committee holds meetings at least once every calendar quarter. January 2022 to 07 March 2022, not observed from 08 March 2022. The criteria 2 observed. The criteria 4 not observed 2.8.2. For the preliminary review of matters pertaining to implementing effective and transparent remuneration practices, the board of directors sets up a remuneration committee consisting of independent directors and chaired by an independent director who is not chairman of the board of directors. 1. The board of directors has set up a remuneration committee consisting of only independent directors. 2. The remuneration committee is chaired by an independent director who is not chairman of the board of directors. 3. The company’s internal regulations set forth the remuneration committee’s functions, including those contained in recommendation 180 of the Code, as well as the conditions (events) upon occurrence of which the remuneration committee considers revising the Company’s policy on remuneration of members of the board of directors, executive bodies and other key managers. The criteria 1,2: were observed from 01 January 2022 to 07 March 2022, not observed from 08 March 2022. The criteria 3 partially observed. 2.8.3. For the preliminary review of matters pertaining to the staff (succession planning), and the competencies and efficiency of the board of directors, the board of directors sets up a nomination (appointment, HR) committee consisting of independent directors. 1. The board of directors has set up a nomination committee (or its functions specified in recommendation 186 of the Code are performed by another committee), which is mostly consisting of independent directors. 2. The company’s internal regulations set forth the functions of the nomination committee (or a similar committee with combined functions), including, inter alia, those specified in recommendation 186 of the Code. 3. In order to form a board of directors that best meets the company’s goals and objectives, in the reporting period the nomination committee, independently or jointly with other committees of the board of directors, or the company’s authorized subdivision for The criteria 1: was observed from 01 January 2022 to 07 March 2022, not observed from 08 March 2022. The criteria 2, 3 observed.
Annual review 2022 191 www.polyus.com interaction with shareholders, organized interaction with shareholders, not only the largest ones, in the context of the selection of candidates to the company’s board of directors. 2.8.4. Taking into consideration the scale of operations and risk levels, the board of directors makes sure that the composition of its committees fully meets the company’s goals. Additional committees (a strategy committee, corporate governance committee, ethics committee, risk management committee, budget committee, HSE committee, etc.) are either set up or found unnecessary. 1. In the reporting period, the board of directors reviewed the structure of the board of directors and its conformity with the range, nature and goals of the company’s activity, and the company’s needs and risk profile. Additional committees are either set up or found unnecessary. Observed 2.8.5. The composition of the committees allows for comprehensive discussions of, and multiple opinions on, matters subject to preliminary review. 1. In the reporting period, the audit committee, remuneration committee, nomination committee (or the respective committee with overlapping functions) were chaired by independent directors. 2. According to the company’s internal regulations (policies), any person that is not a member of the audit committee, the nomination committee or the remuneration committee (or the respective committee with overlapping functions) may attend meetings of such committees only by invitation of the chairmen of the respective committee. The criteria 1: was observed from 01 January 2022 to 07 March 2022, not observed from 08 March 2022. The criteria 2 observed. 2.8.6. Committee chairmen regularly report on the work of their committees to the board of directors and its chairman. 1. During the reporting period, committee chairmen regularly report on the work of their committees to the board of directors. Observed 2.9. The board of directors arranges for the assessment of the board of directors and the performance of its committee and members. 2.9.1. The board of directors’ performance assessment is aimed at evaluating the efficiency of the board of directors, its members and committees, and conformity with the company’s goals, identifying improvement areas and improving the board of directors’ performance. 1. The company’s internal regulations define the process for assessing (self-assessment) the performance of the board of directors. 2. Assessment (self-assessment) of the performance of the board of directors in the reporting period includes performance assessment of its committees, individual assessment of each member of the board of directors and the board of directors as a whole. 3. The board of directors reviews the results of the assessment (self- assessment) of the performance of the board of directors in the reporting period at a meeting held in person. Observed
Annual review 2022 192 www.polyus.com 2.9.2. The assessment of the board of directors, its members and committees is performed on a regular basis, at least once a year. At least once every three years, the company engages an independent organization (a consultant) to assess board of directors performance. 1. At least once over the last three reporting periods, the company has engaged an external organization (consultant) for independent assessment of board of directors performance. Observed 3.1. The company’s corporate secretary ensures effective day-to-day interaction with shareholders, coordinates the company’s efforts to protect the rights and interests of its shareholders and supports the efficient performance of the board of directors. 3.1.1. The corporate secretary has knowledge, experience and qualifications sufficient to perform their duties, has an impeccable reputation and enjoys credibility with shareholders. 1. The company’s official website and annual report feature the corporate secretary’s biography (including information about age, education, qualifications and experience), as well as information about positions in the governing bodies of other legal entities held by the corporate secretary for at least the last five years. Observed 3.1.2. The corporate secretary has sufficient independence from the company’s executive bodies, as well as the power and resources required to perform their duties. 1. The company has adopted and made public an internal document — the regulation on the corporate secretary. 2. The board of directors approves the appointment and dismissal of the corporate secretary, and considers any additional remuneration payable to them. 3. The company’s internal regulations enshrine the right of the corporate secretary to request, receive documents of the company and information from management bodies, structural divisions and officers of the company. Observed 4.1. The remuneration paid by the company is sufficient to attract, motivate and retain professionals who have the required competencies and qualifications. Directors, executive bodies and other key managers are remunerated as per the company’s remuneration policy. 4.1.1. The remuneration payable to the company’s directors, executive bodies and other key managers is sufficient to motivate them to deliver on their commitments and enable the company to attract and retain competent and qualified professionals. At the same time, the company avoids excessive remuneration or creating an unreasonably wide remuneration gap between any of the above and the company’s employees. 1. Remuneration of the company’s directors, executives and other key managers is determined accounting for the results of comparative analysis of the remuneration level in peers. Observed
Annual review 2022 193 www.polyus.com 4.1.2. The company’s remuneration policy is drafted by the remuneration committee and approved by the board of directors. The board of directors and the remuneration committee jointly control the implementation of the remuneration policy and, if necessary, revise and amend the said policy. 1. In the reporting period, the remuneration committee reviewed the remuneration policy (policies) and (or) practice of its (their) implementation, carried out the assessment of their performance and transparency, and where necessary, made relevant recommendations to the board of directors to review the said policy (policies). Observed 4.1.3. The company’s remuneration policy provides for transparent mechanisms to determine the amount of remuneration payable to its directors, executives and other key managers and governs all types of payments, benefits and privileges provided to them. 1. The company’s remuneration policy (policies) provides for (provide for) transparent mechanisms to determine the amount of remuneration payable to its directors, executives and other key managers and governs (govern) all types of payments, benefits and privileges provided to them. Observed 4.1.4. The company adopts a reimbursement (compensation) policy specifying reimbursable expenses and services that the company’s directors, executives and other key managers are entitled to. This policy may form a part of the company’s remuneration policy. 1. The remuneration policy (policies) or other internal regulations establish the rules for reimbursing the company’s directors, executives and other key managers for expenses incurred. Observed 4.2. The system of remuneration for members of the board of directors ensures that their financial interests are aligned with the long-term financial interests of shareholders. 4.2.1. The company pays fixed annual remuneration to the members of the board of directors. The company does not pay remuneration for participation in individual meetings of the board of directors or the board of directors’ committees. The company does not use short- term and additional financial incentives for members of the board of directors. 1. In the reporting period, the company paid remuneration to members of the board of directors in accordance with the remuneration policy adopted by the Company. 2. In the reporting period, the company did not apply any form of short-term motivation or additional financial incentives to members of the board of directors, the payment of which depends on the results (indicators) of the company’s activities. No remuneration was paid for participation in individual meetings of the board of directors or committees of the board of directors. Observed 4.2.2. Long-term ownership of the company’s shares plays a central role in aligning the financial interests of members of the board of directors with the long-term interests of shareholders. The company does not link any right to sell shares to achieving certain performance 1. If the company’s internal regulation (regulations), such as the remuneration policy (policies), allow for distribution of the company’s shares to the members of the board of directors, clear rules in respect of share ownership by members of the board of directors must be Observed
Annual review 2022 194 www.polyus.com indicators, and members of the board of directors do not participate in option plans. approved and duly disclosed in order to encourage long-term ownership of such shares. 4.2.3. The company does not provide any additional payments or compensations to members of the board of directors in the event of early termination of office resulting from a transfer of control over the company, or in any other circumstances. 1. The company does not provide any additional payments or compensations to the members of the board of directors in the event of early termination of office resulting from a transfer of control over the company, or in any other circumstances. Observed 4.3. The system of remuneration for executives and other key managers of the company is linked to the company’s performance and the employees’ personal contribution to the latter. 4.3.1. Remuneration of the company’s executives and other key managers strikes a reasonable and justifiable balance between fixed and variable components, with the latter depending on the company’s performance and the employees’ personal (individual) contributions thereto. 1. During the reporting period, annual performance indicators approved by the board of directors were used to determine the variable remuneration for the company’s executives and other key managers. 2. During the latest assessment of the remuneration system for the company’s executives and other key managers, the board of directors (remuneration committee) made sure that the company maintains an effective balance between fixed and variable components of remuneration. 3. When determining the amount of remuneration paid to members of the company’s executive bodies and other key managers, the risks borne by the company were taken into account in order to avoid creating incentives for making excessively risky management decisions. Observed 4.3.2. The company implements a long-term incentive program for the company’s executives and other key managers involving the company’s shares (options or other derivatives with the company’s shares as the underlying asset). 1. If the company has implemented a long-term incentive program for the company’s executives and other key managers involving the company’s shares (financial instruments with the company’s shares as the underlying asset), under the program, the right to sell such shares and other financial instruments can be exercised no earlier than three years from the date they are granted. Moreover, the right to sell the shares is subject to the company achieving certain performance levels. Observed
Annual review 2022 195 www.polyus.com 4.3.3. The amount of severance pay (‘golden parachute’) delivered by the company in the event of early termination of office for an executive or another key manager (provided that such termination was initiated by the company with no misconduct on the part of the employee) should not exceed double the value of the fixed component of their annual remuneration. 1. The amount of severance pay (‘golden parachute’) delivered by the company in the event of early termination of office for an executive or another key manager (provided that such termination was initiated by the company with no misconduct on the part of the employee) should not exceed double the value of the fixed component of their annual remuneration. Observed 5.1. The company has put in place an effective risk management and internal control system to ensure reasonable assurance over the achievement of the company’s goals. 5.1.1. The board of directors has defined the company’s risk management and internal control principles and approaches. 1. The roles of the company’s various bodies and functions with respect to the risk management and internal control system are clearly set out in the internal regulations, representing the company’s policy that has been approved by the board of directors. Observed 5.1.2. The company’s executives ensure the creation and maintenance of an effective risk management and internal control system in the company. 1. The company’s executives have ensured the distribution of obligations, powers and responsibility in the risk management and internal control area between the managers (heads) of divisions and departments reporting to them. Observed 5.1.3. The company’s risk management and internal control system provides an unbiased, fair and clear view of the company’s current situation and outlook, and ensures the integrity and transparency of the company’s reports, as well as a reasonable and acceptable level of risk-taking. 1. The company has approved an anti-corruption policy. 2. The company has developed a secure, confidential and accessible framework (hotline) to inform the board of directors or its committees about violations of law, internal procedures, and the company’s ethics code. Observed 5.1.4. The company’s board of directors takes all necessary steps to make sure that the risk management and internal control system implemented by the company complies with the principles and approaches determined by the board of directors and operates effectively. 1. During the reporting period, the board of directors (the audit committee of the board of directors and (or) the risk committee (if any)) organized an assessment of the reliability and effectiveness of the risk management and internal control system. 2. During the reporting period, the board of directors assessed the effectiveness of the company’s risk management and internal control system and information on the results of the assessment has been included in the company’s annual report. Observed
Annual review 2022 196 www.polyus.com 5.2. The company conducts internal audits to ensure a systematic independent assessment of the reliability and effectiveness of its risk management and internal control system, as well as its corporate governance practices. 5.2.1. For internal audit purposes, the company has established a dedicated business unit or engaged an independent external service provider. Functional and administrative accountability of the internal audit unit are separated. The functional division of the internal audit unit reports directly to the board of directors. 1. For internal audit purposes, the company has established a dedicated internal audit unit functionally reporting to the board of directors, or has engaged an independent third-party service provider following the same reporting line. Observed 5.2.2. The internal audit unit assesses the reliability and effectiveness of the internal control, risk management and corporate governance systems, and employs generally accepted internal audit standards. 1. During the reporting period, the reliability and effectiveness of the internal control and risk management system was assessed as part of the internal audit operations. 2. In the reporting period, as part of the internal audit, an assessment was made of the practice (certain practices) of corporate governance, including procedures for information interaction (including on internal control and risk management) at all levels of the company’s management, as well as of interaction with stakeholders Observed 6.1. The company and its operations are transparent to shareholders, investors and other stakeholders. 6.1.1. The company has developed and implemented an information policy ensuring an effective information exchange between the company, its shareholders, investors and other stakeholders. 1. The company’s board of directors has approved an information policy in line with the Code’s recommendations. 2. During the reporting period, the board of directors (or one of its committees) reviewed effectiveness of information interaction between the company, shareholders, investors and other stakeholders and the expediency (need) of revision the company’s information policy. Observed 6.1.2. The company discloses information about its corporate governance system and practices, including compliance with the principles and recommendations of the Code. 1. The company discloses information about its corporate governance system and the general corporate governance principles employed by the company, including by posting details on the company’s website. 2. The company discloses information about the composition of the executive management and the board of directors, the independence of directors and their membership in committees of the board of directors (in accordance with the definition provided in the Code). Observed
Annual review 2022 197 www.polyus.com 3. If there is a person controlling the company, the company publishes a memorandum on behalf of such controlling person to set out this person’s plans with respect to the company’s corporate governance. 6.2. The company promptly discloses complete, up-to-date and reliable corporate information so that its shareholders and investors can make well-informed decisions. 6.2.1. The company regularly discloses information in a consistent and timely manner, in line with the principles of data accessibility, reliability, completeness and comparability. 1. The company has set up a procedure that ensures coordination of the work of all structural divisions and employees of the company dealing with the disclosure of information or whose activities may lead to the need to disclose information. 2. If the company’s securities are traded on foreign markets, all material information with regard thereto is disclosed throughout the reporting year in both Russia and any such markets on a concurrent and equal basis. 3. If foreign shareholders own a significant number of the company’s shares, information is disclosed throughout the reporting year not only in Russian, but also in one of the most widely used foreign languages. Observed 6.2.2. The company avoids a formulaic approach to information disclosures and discloses material information on its operations even if it is not obliged to do so under the applicable law. 1. The company’s information policy defines approaches to the disclosure of information about other events (actions) that have a significant impact on the price of its securities, the disclosure of information about which is not provided for by law. 2. The company discloses information about its share capital structure in the annual report and on its corporate website, in accordance with recommendation 290 of the Code. 3. The company discloses information about controlled entities that are material to the company, including the key areas of their activities, about the mechanisms that ensure the accountability of subsidiaries, the powers of the board of directors of the company as regards to determining the strategy and evaluating the performance of subsidiaries. Observed
Annual review 2022 198 www.polyus.com 4. The Company discloses a non-financial report — a report on sustainable development, an environmental report, a report on corporate social responsibility or other report containing non- financial information, including about factors related to the environment (including environmental factors and factors related to climate change), society (social factors) and corporate governance, except for the issuer report and the annual report. 6.2.3. As a key communication tool to liaise with shareholders and other stakeholders, the annual report provides information needed to assess the company’s full-year performance. 1. The company’s annual report provides information about the findings of the audit committee’s assessment of the effectiveness of the external and internal audit process. 2. The company’s annual report provides information about the company’s environmental and social policies. Observed 6.3. The company provides information and documents at the request of shareholders pursuant to the principle of equal and unhindered availability. 6.3.1. Shareholders can exercise their right to access the company’s documents and information without unjustified difficulties. 1. The company’s information policy (internal regulations defining the information policy) determines the procedure for ensuring unhindered access to the company’s documents at shareholders’ request. 2. The company’s information policy (internal regulations defining the information policy) provides that in case of a request from a shareholder for information on entities controlled by the company, the company makes all necessary efforts to obtain such information from the relevant controlled entities. Observed 6.3.2. When providing information to shareholders, the company maintains a reasonable balance between the interests of shareholders and its own interests, specifically as regards to the confidentiality of sensitive business information that may have a material effect on the company’s competitiveness. 1. In the reporting period, the company either did not turn down shareholders’ information requests, or such refusals were justified. 2. If and when required by the company’s information policy, shareholders are informed about the sensitive nature of information provided and undertake to keep the information received confidential. Observed 7.1. Actions that do or may materially affect the structure of the company’s share capital and its financial standing and, consequently, that of the company’s shareholders (material corporate actions) are taken on fair terms ensuring that the rights and interests of shareholders and other stakeholders are respected.
Annual review 2022 199 www.polyus.com 7.1.1. Material corporate actions include company reorganization, acquisition of 30% or more of its voting shares (takeover), material transactions made by the company, an increase or decrease in the company’s share capital, listing and delisting of its shares, and other actions that may result in material changes to, or violation of, shareholder rights and interests. The company’s charter sets out a list (criteria) of transactions or other actions deemed to be material corporate actions reserved to the company’s board of directors. 1. The company’s charter sets out a list (criteria) of transactions or other actions deemed to be material corporate actions. Decision- making with regard to material corporate actions is reserved by the charter of the company to the board of directors. If and when the applicable law directly reserves such corporate actions to the general meeting of shareholders, the board of directors should provide relevant recommendations to the shareholders. Partially observed 7.1.2. The board of directors plays the key role in making decisions and developing recommendations with respect to material corporate actions, relying also on the opinions of the company’s independent directors. 1. The company has put in place a procedure enabling independent directors to voice their position on material corporate actions prior to their approval. Partially observed 7.1.3. When undertaking material corporate actions affecting the rights and legitimate interests of its shareholders, the company ensures the equitable treatment of all shareholders, and, where statutory shareholder protection mechanisms are insufficient, takes additional measures to protect the rights and legitimate interests of the company’s shareholders. In this case, the company is guided not only by formal regulatory requirements, but also by the corporate governance principles set forth in the Code. 1. Subject to the specific context of the company’s operations, the company’s charter refers the approval of transactions other than provided by law, which are of material importance for the company, to the competence of the board of directors 2. During the reporting period, all material corporate actions were duly approved prior to their implementation. Partially observed 7.2. The company ensures that material corporate actions are undertaken in a manner that enables its shareholders to obtain comprehensive and timely information about such actions, allows them to influence these actions and guarantees respect and due protection of shareholder rights when any such actions are taken. 7.2.1. Information about material corporate actions is disclosed, together with a description of their rationale, conditions and consequences. 1. If, during the reporting period, the company undertook any material corporate actions, the company disclosed in a timely manner detailed information about such actions, including their rationale, conditions and consequences. Observed 7.2.2. Rules and procedures related to the implementation of material corporate actions are set out in the company’s internal regulations. 1. The company’s internal regulations set out the cases and a procedure for engaging an appraiser to determine the value of any property sold or purchased as part of a major or related party transaction. Partially observed
Annual review 2022 200 www.polyus.com 2. The company’s internal regulations set out a procedure for engaging an appraiser to determine the purchase and buyback price of the company’s shares. 3. If a member of the board of directors, the sole executive body, a member of the collegial executive body of the company or a person which is a controlling person of the company, or a person entitled to give the company mandatory instructions, have no formal interest in the company’s transactions, but there is a conflict of interest or other actual interest, the company’s internal regulations provide that such persons do not take part in voting on the approval of such a transaction.
Annual review 2022 201 www.polyus.com TCFD report Ga. The Board’s oversight of climate-related risks and opportunities Management of climate-related issues at the Board level Board of Directors Audit Committee Nomination and Remuneration Committee Board of directors’ responsibilities for climate-related issues Role Responsibility Board of directors The Company’s leadership continues to pay close attention to climate-related issues, which are embedded into the corporate governance system. Responsibility in the area of climate change and other aspects of sustainable development is allocated by the Board of Directors of Polyus. The issues of energy management and climate change mitigation are considered at the level of senior management and the Board of Directors. The Board of Directors defines the Company’s strategic vision and the guidelines for action regarding sustainable development and climate change. The Board is also responsible for the final approval of non-financial reporting on sustainable development and climate change, annual reviews of the results of sustainable development management and climate change activities. Meetings of the Board are held as important matters arise. In 2022, climate change and the development of the Climate strategy was one of the key areas of Polyus’ sustainability strategy development. In August 2022 the Board of Directors approved the Climate Strategy. The members of the Board are regularly updated on environmental protection issues as well as related legislation, corporate governance and new legislative requirements.
Annual review 2022 202 www.polyus.com Board of Directors’ oversight of climate-related issues Frequency with which climate- related issues are a scheduled agenda item Governance mechanisms into which climate-related issues are integrated Description Sporadic – as important matters arise Reviewing and guiding strategy Reviewing and guiding major plans of action Reviewing and guiding risk management policies Setting performance objectives Monitoring implementation and performance of objectives Monitoring and overseeing progress against goals and targets for addressing climate-related issues The Board is responsible for general oversight of the Company’s operations. As part of the Company’s overall Health, Safety and Environmental performance, climate-related issues are embedded into the Company's corporate governance system. The Board receives detailed information on the Company’s operational results on a monthly basis, including reports on ESG aspects. We assess the competences of Board members on climate-related issues against the following criteria: • Education in the field • Experience in this field • Skills in this field
Annual review 2022 203 www.polyus.com Gb. Management’s role in assessing and managing climate-related risks and opportunities Management of climate-related issues at the senior management level Chief Executive Officer (CEO) Senior Vice President, Operations Steering Committee on Climate Change Vice President, Health, Safety, Environment, and Sustainability Sustainability Director Senior management’s responsibilities for climate-related issues and for managing of climate- related risks and opportunities Role Responsibility Senior management Responsible for identifying, assessing and managing climate risks within their competence, climate-related reporting as well as approving the list of optimizing control procedures and a plan for their implementation. Chief Executive Officer (CEO) The CEO’s role is to manage the Company’s day-to-day operations, ensuring they are consistent with the policies developed by the Board and executed in such a way that they meet operational, financial and legal requirements. The CEO makes recommendations to the Board and implements the Company’s strategy, applies Company policies, and promotes the Company’s culture and standards. The CEO monitors the development of Polyus’ sustainability management efforts and ensures the effective allocation of sustainability related responsibilities among functional divisions. The CEO is responsible for monitoring the development and functioning of the risk management and internal control system, appointing risk owners and approving measures related to climate risk management.
Annual review 2022 204 www.polyus.com The CEO together with the top management of the Company assign the appropriate authorities, duties and responsibilities throughout the process of achieving climate-related targets. Senior Vice-President, Operations In charge of monitoring and coordinating climate-related issues (energy use, environmental protection) as part of the corporate agenda. Vice President, Health, Safety, Environment and Sustainability Coordinates issues related to monitoring changes to climate factors and their impact on business continuity and oversees measures to mitigate physical climate risks. Sustainability Director Responsible for coordinating efforts to develop and roll out the Climate Strategy as well as for carbon reporting across the Group. Steering Committee on Climate Change Special corporate body dealing with adaptation to climate change. Plans to improve and develop management of climate-related risks and opportunities Another step in climate risk management development will be the integration of climate-related risks into the corporate risk management system and compiling risk data sheets. To address climate risk, risk data sheets are compiled that include final risk descriptions; materiality assessment results; list of risk management measures; responsibility for the implementation of measures (underway); implementation deadlines and deliverables (underway). We also plan to assess the resilience of the Company’s strategy to climate risks, taking into account, among other things, scenario analysis, TCFD Recommendations, and corporate governance best practice. We currently do not provide incentives for the management of climate-related issued, including the attainment of targets, but our climate-linked KPIs are under development. In 2022, climate- related issues were not included in the Vice Presidents and Senior Vice Presidents’ KPIs. As part of its Climate strategy, Polyus has introduced internal carbon price. The company is going to use internal carbon pricing in investment project assessment processes (the current investment project assessment process does not include carbon pricing due to the developing approach). Currently our operations or activities are not regulated by a carbon pricing system. With no carbon price currently in place in Russia, we have developed our own internal carbon price based on: industry best practices, current legislation. We intend to stick to the carbon price that will be established at the national level.
Annual review 2022 205 www.polyus.com Sa. Description of the climate-related risks and opportunities the organization has identified over the short, medium, and long term For climate-related risks and opportunities, the Company has adopted the following planning horizons: 2022–2027 short-term 2022–2032 medium-term 2022–2050 long-term The assessment of risk significance was carried out on three time horizons: until 2027, until 2032, and until 2050. Identified physical climate risks and their impacts No. Risk factor Potential impacts (2022–2050 horizon) 1 Change in cold season precipitation Increased energy consumption for dewatering open pits during the spring flood period 2 Change in warm season precipitation Interruptions in power supply due to pylons being water-damaged 3 Water scarcity Reduced process efficiency due to water shortages caused by droughts 4 High water levels in rivers Interruptions in power supply due to pylons being water-damaged by rivers overflowing their banks or changing their course 5 Change in the number of days with extremely strong winds Interruptions in power supply due to power lines being entangled or broken 6 Change in the zero-crossing frequency Higher resource intensity of ice control treatment driven by higher frequency of zero degrees Celsius crossings 7 Thunderstorms and lightning strikes Interruptions in power supply due to short-term outages following lightning strikes on power lines and transformer substations 8 Change in the number of days with extremely low temperatures Increased frequency of process interruptions due to the need to restore the integrity of metal structures
Annual review 2022 206 www.polyus.com 9 Change in the number of days with extremely high temperatures Reduced process efficiency due to abnormal heat Increased resource intensity of equipment cooling 10 Change in average annual temperatures Increased resource intensity of production buildings and facilities repairs and maintenance Supply interruptions caused by deterioration of road integrity 11 Change in average annual precipitation Power supply interruptions caused by damage to power pylons 12 Increased fire hazard Production shutdown due to the risk of fire spreading to industrial buildings and structures 13 Fogs No risks identified 14 Increase in global sea level due to glacier melting No risks identified 15 Permafrost thawing Reduced efficiency of tailings transportation through slurry pipelines caused by ground subsidence beneath supports due to permafrost thawing A qualitative assessment was run to identify the risks related to climate change. Polyus has established the level of significance of all TCFD-recommended risk factors; currently, none of the existing risk factors has a critical impact, including due to the favorable locations of our assets (even though there were identified separate areas of permafrost on the territories of operation, none of our constructions is located directly on permafrost soils). Change in the number of days with extremely low temperatures is the factor with the greatest potential impact under the SSP5 – 8.5 °C scenario across all time horizons under review. Reduction or increase in the number of such days poses a risk to the operations. Exposure to extremely low temperatures can cause interruption of production and accelerated amortization. Change in the number of days with extremely strong winds and water scarcity are the risk factors that can have a significant impact on all three scenarios across all time horizons.
Annual review 2022 207 www.polyus.com Qualitative assessment of physical climate risks over the short-term time horizon (2022–2027), trend to 2050, in each of the three scenarios Identified transition climate risks No. Risk* 1 Higher cost of compensatory measures for GHG emissions 2 Additional expenses associated with mandatory requirements to put in place and maintain a corporate climate risk management system as well as to adapt to climate change 3 Lack of access to credible instruments for electricity-related emissions compensation 4 Additional expenses due to higher electricity prices 5 Payments for exceeding statutory GHG emission limits 6 Fines for submitting inaccurate carbon disclosure to regulatory authorities 7 Additional expenses associated with purchasing fuel and energy resources (petroleum, diesel fuel, coal) with demand for fossil fuels remaining high amid a drop in supply * The identified transition risks are relevant for all three climate scenarios. Critical risks – Significant risks – Moderate risks – Risk materiality to decrease by 2050 Risk materiality to increase by 2050 - These risk factors are located at the axis intersection as Polyus Group’s companies have no exposure to relevant risks. 13 14
Annual review 2022 208 www.polyus.com The emergence of additional expenses driven by decarbonization trends is a key risk factor category used to determine the materiality of transition risks for Polyus Group. Qualitative assessment of transition climate risks on the short- and medium-term time horizons Risk 1 (Higher cost of compensatory measures for GHG emissions) is absent from the 2022–2029 horizon but present on the 2030–2032 horizon. Risk 3 (Lack of access to credible instruments for electricity-related emissions compensation) is present on the 2022–2029 horizon and absent from the 2030–2032 horizon. Risk 7 (Additional expenses associated with purchasing fuel and energy resources) was identified but not assessed by the Polyus group due to high macro volatility and changes in the supply chain. Adapting to climate risks As part of developing risk management measures, we identified possible solutions for adapting to emerging risks. We continue to monitor the emergence of new risks on a regular basis. The adaptation pathways listed below can boost the Company’s resilience to the impacts of physical and transition risks over the long term. Adapting to physical risks Build up stocks Build raw material inventories to cover the period of recovery from climate factor impacts Install stand-alone backup power sources 7 – Critical risks – Significant risks – Moderate risks 1 3
Annual review 2022 209 www.polyus.com Carry out control and oversight Monitor the technical condition of equipment, buildings, and structures Carry out control and supervisory activities in industrial, fire, and road safety Protect and reinforce structures Protect and reinforce the foundations of linear structure supports Adapting to transition risks Improve efficiency Reduce specific energy intensity at production facilities Maintain the energy management system and control its performance Control the use of resources Meet reporting deadlines Timely update internal regulations Monitor timely submission of carbon reports to supervisory authorities and check the completeness of disclosures Reduce carbon intensity Reduce the carbon intensity of production processes Control the efficiency and effectiveness of activities aimed at achieving carbon neutrality by 2050 Develop own renewable energy sources by 2050 Engage with employees Communicate energy efficiency targets and measures to employees and management Deliver timely training to employees Physical and transition climate-related opportunities While having a negative impact on the Company’s operations, the consequences of climate change may also unlock opportunities at the level of business units and the Polyus group. Opportunities related to climate risk factors, if seized, can generate additional income, reduce resource consumption, improve the efficiency of production processes, and add to the Company’s competitive edge. Climate-related opportunities were identified in accordance with TCFD Recommendations, with an opportunity assessment completed.* * Due to major changes in market conditions, the opportunity assessment will be updated.
Annual review 2022 210 www.polyus.com Climate-related opportunities Description Profit making / Access to capital Proceeds from the sale of carbon credits in the domestic market driven by the development of national mechanisms regulating greenhouse gas emissions Proceeds from green financing instruments Improve efficiency Improved efficiency of production processes due to less interruptions and timely implementation of physical risk adaptation measures Reduced resource intensity Reduced resource intensity of maintenance for industrial buildings and structures as well as restoration activities during spring floods caused by shifts in precipitation patterns in the regions where we operate Improved investment case Improved investment case driven by the use of low-carbon technologies and better disclosure of information on climate-related risks and greenhouse gas emissions Sb. Impact of climate-related risks and opportunities on the organization’s businesses, strategy, and financial planning Impact of climate-related risks and opportunities on various areas of the Company’s business Impacted area Impact description Products and services The Company sees the low-carbon transition as presenting opportunities, since gold will remain a vital product in the application of new industrial technologies and a significant factor affecting pricing. Supply chain Polyus understands the importance of Supply Chain management in our sustainability journey. According to our Supplier Code of Conduct, contractors and suppliers are expected to work jointly with the Company to identify ways to optimize and improve approaches to environmental protection, including in the area of climate change. By 2050, we are committed to achieving Net Zero emissions. Our supply chain has a vital role to play in meeting our net zero ambitions. To achieve our climate-related targets, we assessed Scope 3 emissions across Polyus’ supply chain for the first time in 2022. We continue to use the methodology elaborated for assessing such emissions and aim to reduce them.
Annual review 2022 211 www.polyus.com Investment in R&D Implementation of existing low-carbon and carbon-free technologies and development of new ones are among the focus areas for achieving Net Zero by 2050. Operations Polyus’ production activities consume significant amounts of energy. To minimize impacts on the environment and to reduce its ecological footprint, the Company implements programs aimed at reducing and optimizing energy use across all business units. Respective targets in this area were established in accordance with our energy strategy. The increase of energy efficiency by means of maintenance of the energy management system and control over the resource use are among key transition risk mitigation measures. Financial planning A qualitative risk assessment has been conducted to identify climate change risks. We plan on updating the results with a financial assessment of physical climate risks in the future as well. As part of its Climate strategy, Polyus has introduced internal carbon price. The company is going to use internal carbon pricing in investment project assessment processes (the current investment project assessment process does not include carbon pricing due to the developing approach). In addition to this, among the climate-related opportunities identified by the Company there are opportunities of profit making, access to capital, and improved investment case. Scenario analysis of climate risks Climate scenarios are representations of the future climate built to investigate the potential impacts of climate change. 55 Climate models are built based on the so-called “Shared Socioeconomic Pathways” (SSPs). Polyus used the CMIP6 project to model risk factors under each SSP. CMIP6 climate models that best describe the climate conditions in the regions where Polyus operates: CanESM5, CNRM- CM6.1, KIOST-ESM, MRI-ESM2.0, and MIROC6. When analyzing climate-related risks, the Company used three climate scenarios: Sustainability (SSP1 – 2.6 °C) – scenario in line with the Paris Agreement (+1.8 °C by 2100) 55 GOST R 54139-2010. National Standard of the Russian Federation. Environmental management. Guidance for organizational safeguards application and risk assessment. Climate change. (approved and enacted by Rosstandart Order #885-st dated 21 December 2010).
Annual review 2022 212 www.polyus.com Middle of the Road (SSP2 – 4.5 °С) – intermediate scenario (+2.8 °C by 2100) Taking the Highway (SSP5 – 8.5 °C) – scenario with the heaviest impact of physical risks (+4.4 °C by 2100) SSP Sustainability scenario 2.6 °С Middle of the Road scenario 4.5 °С Taking the Highway scenario 8.5 °С Risk management challenges Weak urgency to manage and adapt to climate change Moderate issues calling for managing and adapting to climate change. Strong urgency to manage and adapt to climate change. SDG achievement Gradual and broad-based transition to sustainable development Emphasis on the state of the environment Commitment to the UN SDGs Global and national institutions slowly work towards achieving SDGs. Environmental systems experience degradation. The world places increasing faith in competitive markets, innovation, rapid technological progress and development of human capital as the path to sustainable development. Nature of economic development Focus on reasonable consumption, consumption of goods with a low carbon footprint Current social, economic, and technological trends continue Uneven development of countries, inequalities in society Gradual reduction in resource intensity, including for energy The key driver of economic and social development is the intensive use of fossil fuels High level of consumption of goods, including energy-intensive goods OTHER Reduction of inequality both domestically and globally Focus shifting from purely economic Moderate population growth Income inequality persists or declines slowly The population is vulnerable to socio- Rapid economic growth Environmental pollution issues are successfully addressed through technology
Annual review 2022 213 www.polyus.com growth to human well-being Widespread investment in education and healthcare environmental changes Population decline by the end of the 21st century Current and future regulatory requirements around climate-related risks and opportunities, applicable to the Company Regulation category Regulation description Carbon pricing regulation Currently our operations or activities are not regulated by a carbon pricing system. With no carbon price currently in place in Russia, we have developed our own internal carbon price based on: industry best practices, current legislation. We intend to stick to the carbon price that will be established at the national level. Climate-related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures included in Annual Financial Report PJSC Poluys’ GDRs are listed on London Stock Exchange. The Company is therefore required to disclose its Climate- related financial disclosures consistent with the TCFD Recommendations and Recommended Disclosures included in Annual Financial Report. National regulation Regulation in force: Federal Law #296-FZ On Limiting Greenhouse Gas Emissions, dated 2 July 2021 Order of the Russian Ministry of Natural Resources and Environment #300 On Approval of Recommended Practices and Guidelines for Measurement of GHG Emissions by Business and Other Entities Operating in the Russian Federation, dated 30 June 2015 Order of the Russian Ministry of Economic Development #248 On Approval of the Criteria and Procedure for Classifying Projects Implemented by Legal Entities, Individual Entrepreneurs, or Individuals as Climate Projects and the Form and Procedure for Reporting Climate Project Progress, dated 11 May 2022 Resolution of the Russian Government #905 On Approval of the Template of an Operator’s Standard-Form Contract for the Provision of Services Related to Transactions Entered in the Register of Carbon Credits, dated 20 May 2022
Annual review 2022 214 www.polyus.com Resolution of the Russian Government #518 On the Procedure for Determining the Fee for the Provision by an Operator of Services Related to Transactions Entered in the Register of Carbon Credits, dated 30 March 2022 Resolution of the Russian Government #455 On Approval of the Rules for Verifying the Outcomes of Climate Projects, dated 24 March 2022 Order of the Russian Ministry of Economic Development #452 On Approval of the Methodology for Determining Projected Quotas for Greenhouse Gas Emissions as Part of an Experiment to Limit Greenhouse Gas Emissions in Certain Constituent Entities of the Russian Federation, dated 24 August 2022 Future regulation (from 2023): Methodology for Determining Projected Quotas for Greenhouse Gas Emissions in Constituent Entities of the Russian Federation Setting CO2 emission reduction KPIs for Russian regions Sc. Scenario analysis of the strategy’s resilience The group is improving the analysis of its strategic plans taking into account the potential impact of transition climate risks over the long term, including the analysis of investment projects considering the emergence of carbon regulation in the Russian Federation.
Annual review 2022 215 www.polyus.com Ra. Description of processes for identifying and assessing climate-related risks Rb. Description of processes for managing climate-related risks Rc. Description of how processes for identifying, assessing, and managing climate-related risks are integrated into the organization’s overall risk management Methodology for identifying and assessing physical and transition climate risks Risk identification Risk assessment Risk management Physical risks Using a scenario analysis (three scenarios) to identify risk factors related to climate change Application of the process approach, which implies analyzing the activities of Polyus’ business units through the lens of their constituent business processes to identify climate-related risks Risk sessions with Polyus’ business units to confirm the relevance of the identified risk factors and risks Risk probabilities were quantified using climate models and three climate change scenarios A risk’s impact on the processes was assessed across the following categories: process continuity, reduced efficiency, and increased resource intensity Risk materiality was determined across three time horizons (2022–2027, 2022– 2032, and 2022–2050) Developing risk management measures Compiling risk data sheets (in progress), which include: o final risk wordings; o risk materiality scores; o list of risk management measures; o persons responsible for implementing measures; and o timelines and outcomes of measures (in progress).
Annual review 2022 216 www.polyus.com Transition risks International, national, and industry trends and initiatives were reviewed The potential impacts of the identified international, national, and industry trends and initiatives on the Company’s operations were established Risk sessions with Polyus’ business units were conducted to confirm the relevance of the identified risk factors and risks Risk probabilities were quantified by analyzing the maturity of industry, national, and international trends and initiatives Risk impacts were assessed taking into account the scale of the risk’s financial impact compared to the financial performance of the group and its individual business units Risk materiality levels were determined across two time horizons (2022–2029 and 2030– 2032) Note. The probabilities of climate scenarios were quantified based on inputs from the A.M. Obukhov Institute of Atmospheric Physics of the Russian Academy of Sciences. Climate risk management The enterprise risk management and internal control system (ERM&IC system) is a continuous and integrated process that involves all business units of the Company. The Enterprise Risk Management and Internal Control Policy, approved by the Board of Directors, governs the ERM&IC system. In 2022, the climate-related risks presented in the Climate Strategy developed in 2022 were entered on Polyus’ register of key corporate risks. Another step in climate risk management development will be the integration of climate-related risks into the corporate risk management system and compiling risk data sheets. This will make it possible to develop mitigation measures, appoint responsible persons, and define criteria and control measures. Ma. Metrics used to assess climate-related risks and opportunities in line with the organization’s strategy and risk management process Internal carbon price The Company has introduced an internal carbon price (the “ICP”). Drivers behind setting the ICP:
Annual review 2022 217 www.polyus.com Publication of the Polyus group Climate Strategy Emergence of Russian ICP legislation A wide range of ICPs used by industry peers Global trade of carbon allowances Requirements of international ESG standards and ratings. The Company intends to adhere to the carbon price to be set at the national level in the Russian Federation. With no carbon price currently in place in Russia, we have developed our own internal carbon price based on: industry best practices; and current legislation. Given the high degree of uncertainty, the current ICP can be estimated in the range of $15–$35 per tonne of CO2-e. The ICP is not currently embedded in the evaluation of current investment projects as the approach to ICP calculation is still under development. The estimated range of the current IPC reflects: Minimum value – carbon price in accordance with the draft Resolution of the Russian Government 56 Maximum value – the average value of ICP derived from a benchmark analysis Methodological approach to calculating the ICP: , $ = ∑ Emission fees, $ ∑ GHG emissions, t CO2e 56 Draft Resolution of the Russian Government On the Rate of Payment for Exceeding the Quota for Greenhouse Gas Emissions (drafted by the Russian Ministry of Economic Development and submitted for public review on 1 March 2022) https://regulation.gov.ru/projects - npa=125362
Annual review 2022 218 www.polyus.com Gross and specific GHG emissions, Scope 1 and 2 57 Unit of measurement 2020 2021 2022 Ore processing kt 62,927 65,685 64,634 Scope 1 kt CO2-e 1,510 1,330 1,505 Scope 2 kt CO2-e 510 10 7 Scope 1 and 2 kt CO2-e 2,020 1,340 1,512 Scope 1 and 2, specific t CO2-e per tonne of ore processed 0.032 0.020 0.023 Note. Reporting boundary – see Assets included in the TCFD report boundaries. Unit of measurement 2020 2021 2022 Ore processing Business units: Olimpiada and Blagodatnoye, Kuranakh, Natalka, Verninskoye kt 45,113 47,895 48,319 Sands washed Business unit: Alluvials ’000 m³ 9,629 9,616 8,819 Sands washed Business unit: Alluvials kt 17,814 17,790 16,315 TOTAL kt 62,927 65,685 64,364 Driven by the expansion of the Company’s operations in 2022, Scope 1 direct emissions increased by 13% year-on-year to 1,505 kt of CO2-e. 57 Calculations of specific greenhouse gas emissions based on the volume of ore processed include the volume of sands washed. A conversion factor of 1.85 is applied to estimate the tonnes of sands washed.
Annual review 2022 219 www.polyus.com GHG emissions (Scope 1 and 2) by business unit in 2022 Business unit GHG emissions, kt Olimpiada and Blagodatnoye (Polyus Krasnoyarsk JSC) 864 Kuranakh (Polyus Aldan JSC) 200 Natalka (Polyus Magadan JSC) 178 Alluvials (Lenzoloto JSC) 83 Verninskoye (Polyus Verninskoye JSC) 78 Other 109 Total 1,512 Specific GHG emissions (Scope 1 and 2) by business unit in 2022 Business unit Specific GHG emissions, t СО2-e per tonne of ore processed Olimpiada and Blagodatnoye 0.036 Verninskoye 0.020 Kuranakh 58 0.021 Natalka 0.014 Alluvials 59 0.005 58 The calculation of specific greenhouse gas emissions at Kuranakh does not include emissions from the boiler facility, since it is not involved in the production process. 59 Low specific emissions at Alluvials are due to the low carbon intensity of gold sand mining and processing.
Annual review 2022 220 www.polyus.com GHG emissions (Scope 1 and 2) by type of greenhouse gas, kt CO2-e 60 2022 CO2 1,501 CH4 3 N2O 8 Total 1,512 Note. Reporting boundary – see Assets included in the TCFD report boundaries. GHG emissions (Scope 1 and 2) by region Emission category Region Share of the region, % Scope 1 Russian Federation 100% Scope 2 Russian Federation 100% Note. Reporting boundary – see Assets included in the TCFD report boundaries. GHG emissions (Scope 1) by source, kt CO2-e Source 2022 Stationary sources 404 Mobile sources 1,001 Technological processes 69 Use of different materials and substances 31 Total 1,505 Note. Reporting boundary – see Assets included in the TCFD report boundaries. 60 GHG emissions are calculated taking into account national renewable energy certificates.
Annual review 2022 221 www.polyus.com GHG emissions (Scope 2) by source, kt CO2-e Source 2022 Purchased electricity (including the purchase of national renewable energy certificates) - Purchased heat 7 Total 7 Note. Reporting boundary – see Assets included in the TCFD report boundaries. GHG emissions, Scope 3 In 2022, Polyus for the first time calculated and disclosed its other indirect GHG emissions (Scope 3) for 2021. In 2023 we continued reporting Scope 3 emissions. To collect activity data and calculate emissions we used the following standard, protocol, or methodology: IPCC Guidelines for National Greenhouse Gas Inventories, 2006 The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition) Carbon Footprint Country Specific Electricity Grid Greenhouse Gas Emission Factors GHG emissions, Scope 3, kt CO2-e 2021 2022 Upstream: Purchased goods and services 1,135 1,938 Capital goods 45 184 Fuel-and-energy-related activities (not included in Scope 1 or 2) 216 524 Upstream transportation and distribution 16 54 Waste generated in operations 20 20 Business trips 61 2 Employee commuting 2 33 61 In 2021, indirect emissions from business travel were not included because they accounted for less than 1% of all Scope 3 emissions.
Annual review 2022 222 www.polyus.com Downstream: Processing of sold products 26.25 0.01 Downstream transportation and distribution 2 0.35 Total 1,462.25 2,755.36 Note. Reporting boundary – see Assets included in the TCFD report boundaries. In 2022, Scope 3 GHG emissions amounted to 2,755 kt CO2-e. The Upstream segment accounted for about 99.99% of total Scope 3 emissions. In other words, they came almost entirely from the purchased materials (including raw materials) and other indirect fuel-and-energy-related activities. In the Downstream segment, emissions were associated with transportation and use of products sold by Polyus, totaling around 0.01% of Scope 3 emissions in 2022. In order to reduce these emissions, Polyus intends to continue monitoring them and subsequently develop appropriate initiatives as well as to constantly monitor suppliers as part of building its value chains. Scope 1, Scope 2, Scope 3 emissions calculation methodology Scope 1 emissions are direct GHG emissions that occur from sources that are controlled or owned by an organization. Scope 2 emissions are indirect GHG emissions associated with the purchase of electricity, steam, heat or cooling. The quantitative assessment of GHG emissions shall account for the materiality level. Polyus sets this level at 5% (emissions below the 5% threshold were not accounted for). The quantitative assessment of GHG emissions is based on internationally recognized methodology: GHG protocol 62 (Scope 1, Scope 2); 2006 IPCC Guidelines for National Greenhouse Gas Inventories. Indirect emissions of CO2 equivalent from electricity purchased by Polyus are calculated using factors published in the Carbon Footprint Country Specific Electricity Grid Greenhouse Gas Emission Factors document. 63 Inventory analysis of GHG emissions covers Polyus’ production assets as well as facilities under the Company’s operational or financial control – for reporting boundary, see Assets included in the TCFD report boundaries. 62 The Greenhouse Gas Protocol. A Corporate Accounting and Reporting Standard https://ghgprotocol.org/sites/default/files/standards/ghg- protocol-revised.pdf. 63 Carbon Footprint Country Specific Electricity Grid Greenhouse Gas Emission Factors https://www.carbonfootprint.com/docs/2022_03_emissions_factors_sources_for_2021_electricity_v11.pdf.
Annual review 2022 223 www.polyus.com Considering the insignificant level of impact, the following emissions 64 are excluded from GHG quantity estimation: waste incineration; waste decomposition at the Company’s landfills; wastewater sediment decomposition; use of lubricants; GHG emissions from purchased renewable energy; GHG emissions from explosives. Scope 3 emissions are all other indirect emissions (not included in Scope 2) that occur in the value chain: upstream (GHG emissions related to purchased or acquired goods and services) and downstream (GHG emissions related to sold goods and services). 9 out of 15 categories according to the GHG Protocol 65 are relevant for the Group: Purchased goods and services; Capital goods; Fuel- and energy-related activities (not included in scope 1 or scope 2); Main equipment; Waste generated in operations; Upstream transportation and distribution; Employee commuting; Processing of sold products; Downstream transportation and distribution. The reporting boundary of Scope 3 GHG emissions are production business units – see Assets included in the TCFD report boundaries. The materiality for categories Scope 3 Upstream Purchased materials and Capital goods: the total cost of material categories is not less than 80% of the overall cost of all categories, and the cost of one material category is not less than 1% of the cost of all categories. The methodology for corporate assessment of Scope 3 emissions is based on the GHG Protocol standard and covers the most relevant processes of interaction with suppliers of raw materials, materials, production facilities, energy resources, transportation services, employee transportation, waste disposal, etc. An emission factor is determined for each process that is a GHG emission source within each category. Sources of GHG emission factors are international 64 According to the fundamental international document (GHG Protocol) as well as the order of the Ministry of natural resources # 300 dated 30 June 2015, the company may exclude from GHG reporting any sources with insignificant contribution to overall emissions or that cannot be calculated due to no access to data. 65 GHG Protocol The Corporate Value Chain (Scope 3) Accounting and Reporting Standard https://ghgprotocol.org/standards/scope-3-standard.
Annual review 2022 224 www.polyus.com and national methods and standards, industry references and research papers. GHG emissions from sources within each category are totalled. Verification of GHG emissions Verification (assurance) status of GHG emissions by scope 66 GHG emissions metric Unit of measurement 2020 2021 2022 Scope 1, Scope 2 Verification standard ISAE3000 ISAE3000 ISAE3000 Third party that verified the metric Deloitte & Touche CIS JSC See Polyus PJSC Sustainability Report 2020, Independent Assurance Statement Deloitte & Touche CIS JSC See Polyus PJSC Sustainability Report 2021, Independent Assurance Statement FBK LLC See Polyus PJSC Sustainability Report 2022, Appendix 3, Independent Assurance Statement Percentage of emissions verified Scope 1, Scope 2 % 100% 100% 100% Scope 1 mt CO2-e 1.51 1.33 1.51 Scope 2 mt CO2-e 0.51 0.01 67 0.01 68 Scope 3 Verification standard ISAE3000 Third party that verified the metric FBK LLC See Polyus PJSC Sustainability 66 At the time of publication of Polyus PJSC Annual Review 2022, the audit of the metrics included in the table was still ongoing. Therefore, data for certain metrics may change following the publication of the Annual Review. The updated information will be disclosed in Polyus PJSC Sustainability Report 2022. 67 Scope 2 indirect emissions for 2021 include I-REC certificates 68 Scope 2 indirect emissions for 2022 include national renewable energy certificates
Annual review 2022 225 www.polyus.com Report 2022, Appendix 3, Independent Assurance Statement Percentage of emissions verified % 100% Scope 3 mt CO2-e 2.755 Note. Reporting boundary – see Assets included in the TCFD report boundaries. The Company’s targets in managing climate-related risks and opportunities Polyus’ target in managing climate-related risks and opportunities is to reduce specific greenhouse gas emissions (Scope 1 and 2) per tonne of ore processed to 40%–50% in 2032 rebased vs 2020 base year. Polyus’ climate-related targets also include increasing the consumption or generation of low- carbon energy and achieving carbon neutrality by 2050.
Annual review 2022 226 www.polyus.com Targets for specific emissions per tonne of ore processed (Scope 1 and 2) 2020 base year 2032 mid-term target 2050 long-term target Scope 1 and 2, specific emissions per tonne of ore processed, percentage of baseline 100% 40%–50% carbon neutrality Note. Reporting boundary – see Assets included in the TCFD report boundaries. We assume that even after Sukhoi Log is commissioned, Scope 1 and 2 specific emissions per tonne of ore processed in 2032 will total 40%–50% of a 2020 baseline. Focus areas for achieving climate-related targets Transition of mine heating and mining fleet operation to low carbon and then to carbon-free technologies. Polyus explores the latest available and the most advanced technologies and assesses their potential use in line with national regulations and international climate-related practices. Moreover, to achieve carbon neutrality by 2050, Polyus will continue to provide its assets with renewable electricity and to enhance the existing heat and power supply solutions. Approach for emission reduction targets based on the current mining plans for operating assets and the commissioning of Sukhoi Log. The base case scenario involves the reduction of GHG emissions in line with the current program to improve the production assets’ heat and energy efficiency The ambitious scenario involves the implementation of currently available technologies* Therefore, we assume that even after the commissioning of Sukhoi Log, Scope 1 and 2 emissions per tonne of ore processed will decrease to 40–50% in 2032 rebased vs 2020 base year. Improvement of corporate methodologies for emission accounting and for calculating the internal carbon price for investment project assessments. Assessment of Scope 3 emissions across Polyus’ supply chain. The Company will continue to measure Scope 3 emissions using the methodology developed in
Annual review 2022 227 www.polyus.com 2021 and will strive to reduce them, primarily through supplier management. * The economic benefit of introducing currently available technologies is to be updated given the current volatility in energy markets and the ongoing changes in supply chains. Focus areas for achieving Net Zero in 2050 Reducing direct emissions (Scope 1) Low-carbon (and eventually carbon-free) vehicle fleet solutions Implementing energy and heat saving programs Low-carbon (and eventually carbon-free) solutions for heat and power generation Implementing and financing climate projects Reducing indirect emissions (Scope 2) 100% renewable electricity consumption (from 2021 onwards) Priority areas (in addition to technical areas) Disclosing data, updating Scope 1, 2, and 3 calculation methodology Participating in the development of legislative initiatives Engaging with stakeholders Embedding the internal carbon price into investment analysis (Scope 1 and 2) Monitoring Scope 3 GHG emissions R&D of promising carbon-free technologies Metrics for water, energy, land use, waste, and air emissions Energy consumption metrics Polyus’ energy consumption is covered by fossil fuel purchases and self-generation at the Company’s own cogeneration power plants and boiler houses as well as by purchases of heat and electricity from the grid. Electricity is also purchased from renewable energy sources – directly from hydropower plants (HPPs). Energy consumption across the Company’s operations totalled 25,080 TJ in 2022. Fossil fuels accounted for 65% of total energy consumption, or 16,334 TJ. In the reporting period, 491 kt of fossil fuels, primarily diesel fuel and coal, were combusted in mobile (vehicles) and stationary (cogeneration plants, boiler houses) sources.
Annual review 2022 228 www.polyus.com Fossil fuel consumption Unit of measurement 2020 2021 2022 Coal t 264,279 165,402 158,725 Diesel fuel t 225,158 269,916 319,863 Oil, gasoline, and other t 15,055 12,291 12,305 Total t 504,492 447,609 490,893 Note. Reporting boundary – see Assets included in the TCFD report boundaries. Many years of Polyus’ consistent efforts to add renewable energy sources to the Company’s energy mix resulted in 100% of consumed electricity in 2021 and 2022 coming from renewables. In 2021 this was achieved by purchasing I-REC Renewable Energy Certificates and signing power- purchasing agreements with hydropower plants. In 2022, 89% of Polyus’ purchased electricity came from renewable energy sources. At the time of publication of this Annual Review, The Company is finalizing the process to supply the remaining 11% of consumed electricity with green certificates by issuing and offsetting national energy certificates of origin for hydropower. As in 2021, the hydropower will be supplied by the Mamakan HPP in the Irkutsk Region. The updated information will be disclosed in Polyus PJSC Sustainability Report 2022. Share of renewable electricity consumption at Polyus’ production assets, % 2020 2021 2022 Polyus group 80% 100% 100% Note. Reporting boundary – see Assets included in the TCFD report boundaries. For details, see Polyus PJSC Sustainability Report 2022 Water metrics Given the specific profile of its production process, Polyus, like other mining companies, needs to use water in its operations. Water is used for industrial, household, and drinking needs. One of the Company’s priorities is to maximize sustainable water consumption while reducing fresh water intake from natural sources. As at the end of 2022, fresh water intake from natural sources totaled 10.86 million m 3 . Water consumption in water recycling systems amounted to 338.25 million m 3 , up 4.3% year-on-year, with the water-reuse ratio at 93.22%. In 2022, the total volume of water consumed by the Company’s operations was 24.59 million m 3 . Wastewater is discharged exclusively into surface water bodies, with a marginal portion sent to third-party organizations. In 2022, water discharge totalled 10.53 million m 3 of compliant wastewater. No polluted wastewater was discharged without treatment.
Annual review 2022 229 www.polyus.com Water consumption in water recycling systems and the share of water reused Unit of measurement 2020 2021 2022 Water consumption in water recycling systems million m 3 325 324 338 Water recycled and reused % 93.47% 93.96% 93.22% Note. Reporting boundary – see Assets included in the TCFD report boundaries. Water intake and discharge Unit of measurement 2020 2021 2022 Water intake volume, including: million m 3 35.27 32.12 27.56 Water intake for production needs million m 3 22.71 23.06 24.59 Volume of water discharged, including: million m 3 20.92 17.04 10.53 discharge without use (pit water) million m 3 12.56 9.06 2.98 discharge after use million m 3 8.36 7.98 7.55 Specific fresh water intake m 3 per tonne of ore processed 0.22 0.20 0.22 Note. Reporting boundary – see Assets included in the TCFD report boundaries. Sources of water intake Unit of measurement 2020 2021 2022 Discharge without use (pit water) million m 3 12.56 9.06 2.98 Water intake for production needs, including: million m 3 22.71 23.06 24.59 fresh water million m 3 9.74 9.35 10.86 pit water million m 3 12.41 12.62 12.94 other sources million m 3 0.56 1.09 0.79
Annual review 2022 230 www.polyus.com Total million m3 35.27 32.12 27.57 Note. Reporting boundary – see Assets included in the TCFD report boundaries. Fresh water sources Unit of measurement 2020 2021 2022 Surface water bodies million m 3 4.84 4.53 6.19 Underground water bodies million m 3 4.82 4.74 4.58 Municipal water supply networks million m 3 0.08 0.09 0.09 Total million m3 9.74 9.35 10.86 Note. Reporting boundary – see Assets included in the TCFD report boundaries. For details, see Polyus PJSC Sustainability Report 2022 Land use metrics Polyus is aware of its responsibility for the condition of the land on which it operates. We strive to preserve natural landscapes as much as possible and to minimize the area of disturbed land. In 2022, the total area of rehabilitated land was 450 ha. Over 98% of disturbed and non- rehabilitated land was used for current mining operations. Total land area by category, as at 31 December 2022 Land category Area, ha Number of land plots Forest land 256,041 994 Settlement land 457 443 Industrial land 10,114 175 No category 320 1 Total 266,931 1,613 Note. Reporting boundary – see Assets included in the TCFD report boundaries.
Annual review 2022 231 www.polyus.com Total area of disturbed and rehabilitated land, between 1 January and 31 December, ha 2020 2021 2022 Land disturbed 1,736 808 977 Land rehabilitated 227 1,640 450 Note. Reporting boundary – see Assets included in the TCFD report boundaries. Distribution of disturbed and non-rehabilitated land by category of use, as at 31 December, ha Note. Reporting boundary – see Assets included in the TCFD report boundaries. For details, see Polyus PJSC Sustainability Report 2022 Waste metrics Polyus takes its responsibility for safe waste management very seriously. The Company is committed to recycling or recovering as much waste as possible and is actively implementing measures to improve the efficiency of waste recycling. If recovery or recycling is not possible, Polyus neutralizes or stores waste at its own sites or transfers it to specialist organizations. Polyus’ own waste storage facilities are listed on the state register, which confirms their compliance with the established regulatory requirements. In 2022, the Company generated 398 mt of waste, including 352 mt of overburden and 46 mt of tailings. Waste generation Unit of measurement 2020 2021 2022 Overburden mt 308.33 333.18 352.16 Tailings (solid phase) mt 42.99 45.58 46.07 Non-hazardous waste kt 39.87 34.93 42 Hazardous waste kt 16.74 20.19 21.1 Total mt 351.38 378.82 398.29 Note. Reporting boundary – see Assets included in the TCFD report boundaries. 2020 2021 2022 Land in use 25,306 24,668 25,470 Land not currently in use 227 579 405
Annual review 2022 232 www.polyus.com Stored, recycled, and neutralized waste Unit of measurement 2020 2021 2022 Stored kt 116,765 118,705 335,983 Recycled kt 235,332 251,131 82,702 Neutralized kt 1 1 1 Total kt 352,098 369,837 418,686 Note. Reporting boundary – see Assets included in the TCFD report boundaries. For details, see Polyus PJSC Sustainability Report 2022 Air emissions In 2022, gross air emissions from Polyus’ operations amounted to 28.22 kt. No emissions were recorded in excess over the established standards. Significant air emissions Unit of measurement 2020 2021 2022 Solids (dust emissions) t 11,782 8,168 9,103 Carbon oxides (CO) t 12,301 9,173 7,553 Nitrogen oxides, including nitrogen dioxide (NO2) t 8,455 7,325 5,155 Sulfur oxides (SOx) t 3,782 2,776 2,336 Volatile organic compounds (VOCx) t 1,117 1,122 1,063 Note. Reporting boundary – see Assets included in the TCFD report boundaries. For details, see Polyus PJSC Sustainability Report 2022
Annual review 2022 233 www.polyus.com Assets included in the TCFD report boundaries The reporting boundary of Scope 1, 2 gross and specific GHG emissions (metrics featured in this TCFD Report) Business units: Olimpiada and Blagodatnoye (Polyus Krasnoyarsk JSC) Kuranakh (Polyus Aldan JSC) Natalka (Polyus Magadan JSC) Alluvials (Lenzoloto JSC) Verninskoye (Polyus Verninskoye JSC) Sukhoi Log (Polyus Sukhoi Log LLC) Chulbatkan (Udinsk Gold LLC) Service companies: Polyus Logistics JSC Polyus Stroi LLC Power group The reporting boundary of Scope 1, 2 specific GHG emissions (metric featured in the Climate Strategy) Business units: Olimpiada and Blagodatnoye (Polyus Krasnoyarsk JSC) Kuranakh (Polyus Aldan JSC) Natalka (Polyus Magadan JSC) Alluvials (Lenzoloto JSC) Verninskoye (Polyus Verninskoye JSC) Sukhoi Log (Polyus Sukhoi Log LLC) The reporting boundary of Scope 3 gross GHG emissions Business units: Olimpiada and Blagodatnoye (Polyus Krasnoyarsk JSC) Kuranakh (Polyus Aldan JSC) Natalka (Polyus Magadan JSC) Alluvials (Lenzoloto JSC) Verninskoye (Polyus Verninskoye JSC) The reporting boundary of energy, water, waste, land use, and air emissions metrics Business units: Olimpiada and Blagodatnoye (Polyus Krasnoyarsk JSC) Kuranakh (Polyus Aldan JSC) Natalka (Polyus Magadan JSC) Alluvials (Lenzoloto JSC) Verninskoye (Polyus Verninskoye JSC) Sukhoi Log (Polyus Sukhoi Log LLC)
Annual review 2022 234 www.polyus.com Chulbatkan (Udinsk Gold LLC) Service companies: Polyus Logistics JSC Polyus Stroi LLC Polyus Project LLC Polyus Schit LLC MFC Polyus LLC Power group
Annual review 2022 235 www.polyus.com Report on payments to governments PJSC Polyus publishes here its report on payments to governments for the year 2022. This reporting is part of the European Union’s initiative to disclose contributions of the extractive industry to governments in the countries where operations take place (EU Accounting Directive 2013/34/EU from June 26, 2013). The Report confirms Polyus’ adherence to the highest standards of corporate governance and transparency. All relevant payments in 2022 were made to the Government of the Russian Federation. The total amount of payments was $478 million. All payments in 2022 were made in Russian rubles. For presentation and comparison purposes, the payments in this report are presented in US dollars. The ruble payments were converted into dollars at the relevant average monthly exchange rates. 2022 net payments to governments ($’000) Income tax payments Mineral extraction tax payments (royalties) Licence payments and similar Total payments Krasnoyarsk Business Unit 173,141 144,520 1,808 319,469 Alluvials 2,170 13,043 3,133 18,346 Kuranakh 23,308 25,992 2,557 51,857 Verninskoye 36,849 32,584 694 70,127 Chertovo Koryto - 0 25 25 Natalka 3 10,674 5,884 16,561 Sukhoi Log (133) - 113 (20) Polyus Logistika (1,898) - 7 (1,891) PJSC Polyus (62) - - (62) MC Polyus (1,147) - - (1,147) Other consolidated and companies and eliminations 4,700 - 64 4,764 Total payments 236,931 226,813 14,285 478,029
Annual review 2022 236 www.polyus.com Political contributions No donations to political parties were made and no political expenditure was incurred during the years 2021 and 2022. Cautionary statement PJSC Polyus (the ‘company’ or ‘Polyus’) issues this Annual Review to summarize recent operational activities and to provide trading guidance in respect of the consolidated financial statements for the year ended December 31, 2022. This Annual Review has been prepared solely to provide additional information to shareholders to assess the Company’s and its subsidiaries’ (the ‘group’) strategies and the potential for those strategies to succeed. The Annual Review should not be relied on by any other party or for any other purpose. This Annual Review has been prepared for the group as a whole and therefore gives greater emphasis to those matters which are significant to Polyus and its subsidiary undertakings when viewed as a whole. The Annual Review may contain certain “forward-looking statements” concerning Polyus and/or Polyus Group. Generally, the words “will”, “may”, “should”, “could”, “would”, “can”, “continue”, “opportunity”, “believes”, “expects”, “intends”, “anticipates”, “estimates” or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to future capital expenditures and business and management strategies and the expansion and growth of Polyus’ and/or Polyus Group’s operations. Many of these risks and uncertainties relate to factors that are beyond Polyus’ and/or Polyus Group’s ability to control or estimate precisely and therefore undue reliance should not be placed on such statements which speak only as of the date of the announcement. Polyus and/or any Polyus Company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.
Annual review 2022 237 www.polyus.com Contacts PJSC POLYUS Krasina St. 3 bldg. 1, Moscow, 123056, Russia Phone: +7 495 641-33-77 Fax: +7 495 785-45-90 E-mail: info@polyus.com INVESTORS Victor Drozdov E-mail: DrozdovVI@polyus.com ESG Ekaterina Kulikova E-mail: KulikovaEO@polyus.com