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IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The following applies to the

prospectus following this page (the "Prospectus"), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access.

This Prospectus is valid for 12 months from its date. SIBUR Securities DAC (the "Issuer") will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of the Notes and arises or is noted between the date of this Prospectus and the time at which the Notes are admitted to trading on the Regulated Market (as defined below), prepare a supplement to this Prospectus. The obligation to prepare a supplement to this Prospectus shall not apply following the time at which the Notes are admitted to trading on the Regulated Market.

THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THE PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE PROSPECTUS (THE "SECURITIES") HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A (A "QIB") OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the Securities, investors must be (i) QIBs or (ii) outside the United States in reliance on Regulation S. By accessing these materials, you shall be deemed to have represented to us that you (i) are a QIB or (ii) are outside the United States.

Under no circumstances shall the Prospectus constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities being offered, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the Prospectus who intend to subscribe for or purchase the Securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the Prospectus. The Securities are not eligible for placement and circulation in the Russian Federation, unless, and to the extent, otherwise permitted by Russian law. The information provided in the Prospectus is not an offer, or an invitation to make offers, sell, exchange or otherwise transfer the Securities in the Russian Federation or to or for the benefit of any Russian person or entity. The Prospectus and information contained herein does not constitute an advertisement or an offer of any securities in the Russian Federation. It is not intended to be, and must not be, distributed or circulated in the Russian Federation unless and to the extent otherwise permitted under Russian law.

You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

The Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of PJSC "SIBUR Holding" (the "Company"), the Issuer, Bank GPB International S.A., Goldman Sachs International, J.P. Morgan Securities plc and Sberbank CIB (UK) Limited (the "Joint Lead Managers and Bookrunners"), Banca IMI S.p.A, acting through its London Branch (the "Joint Lead Manager" and, together with the Joint Lead Managers and Bookrunners, the "Joint Lead Managers") nor any person who controls them nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Company, the Issuer and the Joint Lead Managers.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs
ONLY TARGET MARKET

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

SIBUR SECURITIES DAC

(a designated activity company incorporated under the laws of Ireland)

U.S.$500,000,000 3.45% Guaranteed Notes due 2024 unconditionally and irrevocably guaranteed by
PJSC "SIBUR Holding"

Issue Price: 100%
SIBUR Securities DAC, a company incorporated under the laws of Ireland (the "Issuer") and a wholly-owned subsidiary of PJSC "SIBUR

HOLDING" (the "Guarantor", the "Company" or "SIBUR"), is offering (the "Offering") an aggregate principal amount of U.S.$500,000,000

3.45% Guaranteed Notes due 2024 (the "Notes"). The Guarantor will unconditionally and irrevocably guarantee the due and prompt payment of all amounts at any time becoming due and payable in respect of each of the Notes under the deed of guarantee (the "Guarantee"). The Notes will be constituted under a trust deed to be entered into between Citibank, N.A., London Branch (the "Trustee") and the Issuer on or about 23 September 2019 (the "Trust Deed"). The Notes will be subject to, and have the benefit of, the Trust Deed.

The Issuer will pay interest on the Notes at an annual rate equal to 3.45% of their outstanding principal amount. Interest on the Notes is payable semi-annually in arrear on 23 March and 23 September of each year, commencing on 23 March 2020. Payments on the Notes (including payments by the Guarantor under the Guarantee or otherwise under the Trust Deed) will be made without withholding or deduction for or on account of taxes, unless such withholding or deduction is required by law. In the event of any withholding or deduction for or on account of taxes of Ireland or the Russian Federation, the Issuer or (as the case may be) the Guarantor will, subject to certain exceptions and limitations, pay additional amounts to the holder of any Note to the extent described in the terms and conditions of the Notes under "Terms and Conditions of the Notes" (the "Terms and Conditions"). The Issuer may redeem the Notes in whole but not in part at 100% of the principal amount thereof, plus accrued and unpaid interest, prior to maturity as described under "Terms and Conditions of the Notes — Redemption and Purchase". The Issuer may redeem the Notes, in whole but not in part, at any time prior to maturity, but on one occasion only, on giving not less than 30 and not more than 60 days' irrevocable notice, at a price equal to the principal amount thereof, plus the Make Whole Premium (as defined in the Terms and Conditions) plus any accrued and unpaid interest and additional amounts (if any) to (but excluding) the date of redemption. See "Terms and Conditions of the Notes — Redemption and Purchase — Redemption at Make Whole". The Issuer may also redeem the Notes, in whole or in part, at their principal amount together with any accrued and unpaid interest, if the Issuer or the Guarantor has or will become obliged to pay certain additional amounts and otherwise as described

under "Terms and Conditions of the Notes — Redemption and Purchase — Redemption for tax reasons". The Notes are also subject to redemption,

in whole or in part, at their principal amount, together with any accrued and unpaid interest and additional amounts (if any), at the option of the Issuer at any time on or after the date three months prior to the Maturity Date. See "Terms and Conditions of the Notes — Redemption and Purchase

— Optional Redemption at Par".

The Notes will be senior unsecured obligations of the Issuer and will rank equally in right of payment with the Issuer's other existing and future senior unsecured and unsubordinated indebtedness. The Guarantee will be a senior unsecured obligation of the Guarantor and will rank equally in right of payment with all existing and future senior unsecured and unsubordinated obligations of the Guarantor.

The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Central Bank only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes that are subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the official list (the "Official List") and trading on its regulated market (the "Regulated Market"). The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of MiFID II and/or which are to be offered to the public in any Member State of the European Economic Area.

AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS" BEGINNING ON PAGE 12 OF THIS PROSPECTUS.

The Notes and the Guarantee (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any other jurisdiction. Subject to certain exemptions from, or transactions not subject to, the Securities Act, the Securities may not be offered or sold within the United States. The Securities will be offered and sold outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and in the United States only to "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act ("QIBs"), in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act ("Rule 144A"). Prospective purchasers of the Securities are hereby notified that the seller of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Neither the United States Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder or exemption therefrom. For a description of these and certain further restrictions on the transfer of the Notes, see "Transfer Restrictions, Clearing

and Settlement".

The Notes will be offered and sold in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes that are being offered and sold in accordance with Regulation S (the "Regulation S Notes") will initially be represented by beneficial interests in a Regulation S global note (the "Regulation S Global Note") in registered form, without interest coupons attached, which will be deposited with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") and will be registered in the name of a nominee for such common depository on or about 23 September 2019 (the "Issue Date"). The Notes that are being

- i-

offered and sold in reliance on Rule 144A (the "Rule 144A Notes") will initially be represented by beneficial interests in a global note (the "Rule 144A Global Note" and, together with the Regulation S Global Notes, the "Global Notes") in registered form, without interest coupons attached, which will be deposited on or about the Issue Date with a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC"). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg, and their account holders. Definitive notes in respect of beneficial interests in the

Regulation S Global Note and Rule 144A Global Note ("Regulation S Definitive Notes" and "Rule 144A Definitive Notes", respectively, and

together, the "Definitive Notes") will not be issued except as described under "Summary of Provisions of the Notes while in Global Form — Exchange of Interests in Global Notes for Definitive Notes".

The Notes are expected to be rated BBB- by Fitch Ratings Limited ("Fitch") and Baa3 by Moody's Investors Service Limited ("Moody's"). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each of Fitch and Moody's (which each provide ratings in relation to the Company and its subsidiaries (the "Group") and the Notes) are established in the European Union and registered in accordance with Regulation (EU) No. 1060/2009 (the "CRA Regulation").

Joint Lead Managers and Bookrunners
BANK GPB
INTERNATIONAL S.A.
(GAZPROMBANK)
GOLDMAN SACHS INTERNATIONAL

  • J.P. MORGAN
  • SBERBANK CIB

Joint Lead Manager
BANCA IMI

The date of this Prospectus is 19 September 2019.

- ii-

IMPORTANT INFORMATION ABOUT THE OFFERING

This prospectus (the "Prospectus") comprises a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has been prepared for the purpose of giving information with regard to the Issuer, the Company and its consolidated subsidiaries taken as a whole (the "Group"), the Guarantee and the Notes which, according to the particular nature and circumstances of the Issuer, the Company, and the type of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the Company and the Group, the rights attaching to the Notes and the Guarantee and of the reasons for the issuance and its impact on the Issuer, the Company and the Group.

THE NOTES ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. AN INVESTMENT IN THE NOTES IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF ALL OR PART OF THE INVESTMENT.

The Issuer and the Company each accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Issuer and the Company, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import.

Each Noteholder participating in the Offering will be deemed to have made certain acknowledgments, representations and agreements as set forth under "Transfer Restrictions, Clearing and Settlement". The Securities have not been registered under the Securities Act or any state securities laws or the laws of any other jurisdiction, are subject to restrictions on transferability and resales, and unless so registered, may not be transferred or resold except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

None of the Joint Lead Managers (as defined herein) or the Trustee makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information in this Prospectus or any other information supplied in connection with the Securities. Each person receiving this Prospectus acknowledges that such person has not relied on any of the Joint Lead Managers or the Trustee in connection with its investigation of the accuracy of such information or its investment decision. Each person contemplating accepting the Offering and making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Issuer and the Company and its own determination of the suitability of such investment, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment. No person has been authorised in connection with the Offering to make or provide any representation or information regarding the Issuer, the Company, the Notes or the Guarantee other than as contained in this Prospectus. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Company, the Joint Lead Managers or the Trustee.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note in the Offering shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Company since the date of this Prospectus. Unless otherwise indicated, all information in this Prospectus is given as of the date hereof. Neither the Issuer, nor the Company nor any other person assumes any obligation (and expressly declares that it has no such obligation)

- iiito update or change any information contained in this Prospectus once there is no longer a requirement under the Prospectus Regulation for this Prospectus to be updated.

This Prospectus does not constitute an offer of, or the solicitation of an offer to buy or an invitation to subscribe for or purchase, by or on behalf of the Issuer, the Company, the Joint Lead Managers or other person, the Notes in any jurisdiction where it is unlawful to make such an offer or solicitation. The distribution of this Prospectus and the offering, sale and delivery of the Notes in the Offering in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Joint Lead Managers, the Issuer, the Company and the Trustee to inform themselves about and to observe any such restrictions. This Prospectus may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorised or is unlawful. For a description of certain further restrictions on offers, sales, deliveries and transfers of the Notes and

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  • Report on the Charitable Activity of the Elena and Gennady Timchenko Foundation Timchenko Elena & Gennady Timchenko Foundation Foundation Contents

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