TIDMPOG
RNS Number : 3403K
Petropavlovsk PLC
31 December 2020
31 December 2020
Petropavlovsk PLC
(the Company)
Update on voting results at the Company's Annual General Meeting
of 30 June 2020 (AGM) and at the Company's Requisitioned
Extraordinary General Meeting of 10 August 2020 (RGM)
At the AGM and RGM, 20 per cent or more of votes cast were cast
against the resolutions listed below. The Company reported on
voting at the AGM and RGM, respectively, in its announcements of 1
July and 10 August 2020. The resolutions in question and voting
results on each are:
Resolution % For % Against
Resolution 3: To approve the Directors' Remuneration
AGM Policy 42.32 57.68
Resolution 4: To approve the Long-term Incentive
AGM Plan 75.24 24.76
AGM Resolution 8: To elect Ekaterina Ray as a Director 53.28 46.72
AGM Resolution 9: To elect Danila Kotlyarov as a Director 46.42 53.58
AGM Resolution 11: To elect Fiona Paulus as a Director 46.36 53.64
Resolution 12: To elect Timothy McCutcheon as a
AGM Director 39.80 60.20
Resolution 13: To re-elect Pavel Maslovskiy as a
AGM Director 46.14 53.86
AGM Resolution 15: To re-elect Damien Hackett as a Director 46.34 53.66
Resolution 16: To re-elect Harry Kenyon-Slaney as
AGM a Director 46.35 53.65
AGM Resolution 17: To re-elect Robert Jenkins as a Director 45.72 54.28
AGM Resolution 18: To approve new Articles of Association 77.60 22.40
Resolution 19: To approve an authority allot shares
AGM up to maximum of one third of the issued share capital 64.52 35.48
Resolution 20: To approve an authority to allot
shares up to maximum of two thirds of the issued
AGM share capital 23.55 76.45
----- --------------------------------------------------------- ------ ----------
RGM Resolution 1: To re-appoint Damian Hackett 44.91 55.09
RGM Resolution 2: To appoint Michael Kavanagh 54.41 45.59
RGM Resolution 3: to re-appoint Harry Kenyon-Slaney 44.90 55.10
RGM Resolution 4: to re-appoint Pavel Mavlovskiy 44.88 55.12
RGM Resolution 5: To re-appoint Timothy McCutcheon 43.26 56.74
RGM Resolution 6: To appoint Vitaliy Zarkhin 44.80 55.20
RGM Resolution 7: To appoint Paul Bushell 32.07 67.93
RGM Resolution 8: To appoint Ivan Kulakov 36.39 63.61
Resolution 18: To remove any person appointed as
RGM Director since 9 July up to the end of this meeting 50.58 49.42
In its announcement of 1 July 2020, the Company confirmed its
intent to consult shareholders in accordance with the UK Governance
Code 2018 in order to understand and address their concerns as
expressed in voting at the AGM.
The Company has continued its engagement with shareholders
during the period since the meetings, soliciting views from its
larger institutional, corporate and retail investors on the
underlying reasons for the votes against. The responses received
indicate that, for shareholders holding a significant number of
shares in the Company which were voted at those meetings:
-- voting against the election or re-election of directors at
the AGM (AGM resolutions 8 to 17 above) reflected dissatisfaction
with the performance of the Company and concerns over its
governance, including certain corporate transactions undertaken or
proposed to be undertaken by the Company;
-- voting against the approvals and authorities sought at the
AGM (AGM resolutions 3, 4 and 18 to 20 above) reflected the same
underlying discontent and dissatisfaction with governance and the
performance of incumbent management and a number of the members of
the then board. This was the case notwithstanding that the
authorities sought were in line with Investment Association
guidelines and consultation on the directors' remuneration policy
indicated that it would receive approval at the AGM;
-- voting on the election or re-election of directors at the RGM
(RGM resolutions 1 to 8 and 18) was largely to ensure that the
actions of the shareholders in voting on the constitution of the
board at the AGM were not effectively overturned.
During the period since the RGM, the newly-constituted Board has
been focused on stabilising the management of the Company and
improving governance within its group of companies (Group). Actions
taken to date include:
-- the appointment of Malay Mukherjee as independent non-executive director;
-- the appointment of MHA MacIntyre Hudson as external auditor;
-- the appointment of KPMG to undertake the independent forensic
review of transactions by the Group and IRC Limited and its
subsidiaries in the three years to August 2020 as requisitioned by
shareholders; and
-- several key management appointments, including, on 30
November 2020, the appointment of Denis Alexandrov as the Company's
new Chief Executive Officer.
In its announcement of 30 October 2020, the Board outlined a
number of fundamental and largely legacy issues which it is seeking
to address in order to realise the Group's potential,
including:
-- greater focus on returns to shareholders;
-- reduction in levels and costs of debt;
-- introduction of robust and up to date systems and controls;
-- simplification of the Group's corporate structure;
-- enlarging the Board, with a goal of establishing of a board
of seven or eight directors the majority of whom are independent.
An external search firm has been engaged to assist with this
process;
-- improving the Group's budgeting and guidance procedures.
Work on each of these areas is ongoing and updates will be
provided as appropriate and in the Company's annual report and
accounts for the year ending 31 December 2020. The Company's
directors' remuneration policy will be put to shareholders for
approval at the Company's annual general meeting for 2021,
following appropriate consultation on its terms.
The Board appreciates the efforts that its shareholders, large
and small, take to provide feedback on areas of interest and
concern. The Board remains committed to regular engagement with its
stakeholders and to ensuring that the Company's dialogue with its
shareholders on these matters continues.
For more information
Please visit www.petropavlovsk.net or contact:
Petropavlovsk PLC +44 (0) 20 7201 8900
Patrick Pittaway / Max Zaltsman / Viktoriya TeamIR@petropavlovsk.net
Kim
Hudson Sandler +44 (0) 20 7796 4133
Charlie Jack / Katerina Parker / Elfie Petropavlovsk@hudsonsandler.com
Kent
About Petropavlovsk
Petropavlovsk PLC (LSE: POG. MOEX: POGR) is a major integrated
Russian gold producer with JORC Resources of 21.03Moz Au which
include Reserves of 8.46Moz Au. Following its IPO on the
Alternative Investment Market (AIM) in 2002, Petropavlovsk was
promoted to the London Stock Exchange in 2009, where today it is a
Premium Listed company and a constituent of the FTSE 250, FTSE 350
and FTSE All Share indices. The Company's shares also trade on the
Moscow Exchange and are a constituent of the flagship RTS / MOEX
index.
Petropavlovsk's key operating mines (Pioneer, Malomir and Albyn)
are in the Amur Region in the Russian Far East. Petropavlovsk has
produced a total of c.8.1Moz of gold since operations began in 1994
and has a strong track record of mine development, expansion and
asset optimisation.
The Group recently entered a new era of growth following the
successful commissioning and start-up of its flagship asset, the
Pressure Oxidation (POX) Hub at Pokrovskiy, which enables the
processing of the Company's abundant refractory reserves and
resources.
Petropavlovsk is one of the region's largest employers and one
of the largest contributors to the sustainable development of the
local economy.
Cautionary note on forward-looking statements
This release may include statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts. They appear in a number of places throughout this release
and include, but are not limited to, statements regarding the
Group's intentions, beliefs or current expectations concerning,
among other things, the future price of gold, the Group's results
of operations, financial position, liquidity, prospects, growth,
estimation of mineral reserves and resources and strategies, and
exchange rates and the expectations of the industry. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances outside the
control of the Group. Forward-looking statements are not guarantees
of future performance and the development of the markets and the
industry in which the Group operates may differ materially from
those described in, or suggested by, any forward-looking statements
contained in this release. In addition, even if the development of
the markets and the industry in which the Group operates are
consistent with the forward looking statements contained in this
release, those
developments may not be indicative of developments in subsequent
periods. A number of factors could cause results and/or
developments to differ materially from those expressed or implied
by the forward-looking statements including, without limitation,
the impact of the current Covid-19 pandemic, general economic and
business conditions, demand, supply and prices for gold and other
long-term commodity price assumptions (and their effect on the
timing and feasibility of future projects and developments), trends
in the gold mining industry and conditions of the international
gold markets, competition, actions and activities of governmental
authorities (including changes in laws, regulations or taxation),
currency fluctuations (including as between the US Dollar and
Rouble), the Group's ability to recover its reserves or develop new
reserves, changes in its business strategy, any litigation, and
political and economic uncertainty. Except as required by
applicable law, rule or regulation (including the Listing and
Disclosure Guidance and Transparency Rules), the Group does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Past performance cannot be relied on as
a guide to future performance. The content of websites referred to
in this announcement do not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROMFLFIRFELLVII
(END) Dow Jones Newswires
January 04, 2021 02:00 ET (07:00 GMT)
Petropavlovsk (LSE:POG)
Historical Stock Chart
From Apr 2024 to May 2024
Petropavlovsk (LSE:POG)
Historical Stock Chart
From May 2023 to May 2024