PAO "TMK" - Consent Solicitation - Russia - Notice of Adjourned Meeting

23 October 2023 PAO “TMK” announces Meeting of Adjournment relating to Consent Solicitation for its outstanding U.S.$500,000,000 4.3 per cent. loan participation notes due 2027 issued by the TMK Capital S.A. for the sole purpose of financing a loan to PAO “TMK” pursuant to the loan agreement dated 10 February 2020 (as amended by the deed of amendment dated 24 November 2020), such loan being unconditionally and irrevocably guaranteed by JSC “Volzhsky Pipe Plant”, JSC “Seversky Pipe Plant”, JSC “Sinarsky Pipe Plant, JSC “Taganrog Metallurgical Plant” and JSC “Chelyabinsk Pipe Plant”) - XS2116222451

15 NOVEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"PAO “TMK” (the “Borrower”)

NOTICE OF ADJOURNED MEETING

to the holders of outstanding U.S.$500,000,000 4.3 per cent. loan participation notes due 2027 (the “Notes”) issued by TMK Capital S.A. (the “Issuer”) (ISIN: XS2116222451, Common Code: 211622245)

NOTICE IS HEREBY GIVEN that as a meeting the holders of the Notes (the “Noteholders”) held virtually by teleconference (using a video enabled platform) on 14 November 2023 at 4:00 p.m. (London time) (the “Original Meeting”) was adjourned due to a lack of quorum, pursuant to the provisions of Schedule 6 to the trust deed dated 12 February 2020, as supplemented by the Supplemental Trust Deed dated 24 November 2020 constituting the Notes (the “Trust Deed”), an adjourned meeting (the “Adjourned Meeting”) of the Noteholders convened by the Borrower will be held virtually by teleconference (using a video enabled platform) on 25 January 2024 at 4:00 p.m. (London time) for the purpose of considering and, if thought fit, passing the Extraordinary Resolution.

Voting deadline for submitting Consent Instructions is at 4:00 p.m. (London time) on 23 January 2024.

Capitalised terms used but not defined in this Notice of Adjourned Meeting have the meanings given to them in the consent solicitation memorandum in respect of the Notes dated 23 October 2023 (the “Memorandum”), which can be obtained by request to the Information and Tabulation Agent at tmk@lcpis.ru."

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23 October 2023 PAO “TMK” announces Consent Solicitation for its outstanding U.S.$500,000,000 4.3 per cent. loan participation notes due 2027 issued by the TMK Capital S.A. for the sole purpose of financing a loan to PAO “TMK” pursuant to the loan agreement dated 10 February 2020 (as amended by the deed of amendment dated 24 November 2020), such loan being unconditionally and irrevocably guaranteed by JSC “Volzhsky Pipe Plant”, JSC “Seversky Pipe Plant”, JSC “Sinarsky Pipe Plant, JSC “Taganrog Metallurgical Plant” and JSC “Chelyabinsk Pipe Plant”) - XS2116222451

23 OCTOBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"Solicitation by PAO “TMK” (the “Borrower”) To consider and, if thought fit, pass the Extraordinary Resolution in favour of the Proposals (each as defined below) in relation to the Trust Deed between TMK Capital S.A. (the “Issuer”) and BNY Mellon Corporate Trustee Services Limited (the “Trustee”) dated 12 February 2020, as supplemented by the Supplemental Trust Deed dated 24 November 2020 (the “Trust Deed”), governing the U.S.$500,000,000 4.3 per cent. Loan Participation Notes due 2027 (the “Notes”) issued by the Issuer for the sole purpose of financing a loan to the Borrower (the “Loan”) pursuant to the loan agreement dated 10 February 2020 (as amended by the deed of amendment dated 24 November 2020) (the “Loan Agreement”), such Loan being unconditionally and irrevocably guaranteed by JSC “Volzhsky Pipe Plant”, JSC “Seversky Pipe Plant”, JSC “Sinarsky Pipe Plant, JSC “Taganrog Metallurgical Plant” and JSC “Chelyabinsk Pipe Plant” (the “Guarantors”), in accordance with Condition 12(ii) (Meetings of Noteholders) of schedule 3 (Terms and Conditions of the Notes) of the Trust Deed (the “Consent Solicitation”)."

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"Rationale for the Consent Solicitation

Following the introduction of extensive sanctions and other restrictive measures, including full blocking sanctions, by the U.S., the EU, the UK and other countries against Russia and/or various Russian individuals and entities (as well as non-Russian individuals and entities associated with them), many international banks, brokers, custodians, clearing systems and other participants in the international securities markets initiated rigorous compliance checks and procedures, and corresponding freezes of bank and securities accounts, with regard to counterparties with Russiarelated operations or assets located in Russia. In addition, the Borrower was included in the UK sanctions list. Such sanctions, the subsequent actions of various market participants and the Russian counter-measures in response thereto have significantly disrupted the existing framework and infrastructure for delivery and settlement of securities of issuers that have assets in Russia, including the process of paying the amounts due under such securities and the formal process of cancelling such securities when they have been purchased by or on behalf of issuers and borrowers in the market, as well as the ability of noteholders to receive payments and process of electronic instructions in respect of notes held by them.

As a result of the developments and disruptions described above, payments of interest or principal to be made by the Borrower under the Loan and the respective payments of the Issuer, the Borrower and the Guarantors under the Notes may become blocked, frozen or delayed for an uncertain period of time by the Principal Paying Agent, the Clearing Systems or other entities processing those payments. In addition, there is a substantial risk that any payment made in respect of Notes that are held with the Russian securities custodians could be blocked, delayed or frozen and, consequently, those funds would not be distributed to or received by the relevant Noteholders.

Moreover, the Competent Russian Authorities have introduced regulations that require payments in relation to certain types of notes (such as the Notes) held in Russian securities custodians to be made through such Russian securities custodians by the Russian entities which have obligations related to such notes so that the amounts due under such notes reach the holders of such notes.

In light of the above, the Borrower is seeking the Noteholders’ consent to certain modifications to the terms of the Notes, the most significant of which are set out in more detail below.

In addition, due to unwillingness of the Trustee to fulfil its obligations under Trust Deed, including failure to appoint a successor trustee to ensure that investors are able to benefit from having a trustee that is able to act in the interests of the Noteholders, the Borrower is soliciting consents of the Noteholders to replace the existing Trustee, (in addition (and without prejudice) to the existing power of the Issuer to appoint a Trustee under the Notes) to vest the power of appointment of a Trustee in the Borrower, and to approve the appointment by the Borrower of the New Trustee in respect of the Notes.

The Consent Solicitation is intended to procure that following completion of the transaction the Issuer, the Borrower and the Guarantors can perform their obligations under the Notes in quickly evolving and drastically changing environment."

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