TIDMPOG
RNS Number : 7451D
Petropavlovsk PLC
01 July 2021
1 July 2021
Petropavlovsk PLC
Results of Annual General Meeting
The annual general meeting ("AGM") of the shareholders of
Petropavlovsk PLC ("Petropavlovsk" or the "Company") was held at 3
p.m. on 30 June 2021 at London Marriott Hotel Grosvenor Square,
Grosvenor Square, London W1K 6JP, United Kingdom.
At the AGM, resolutions 1, 2, 6 to 8 and 10 to 13 were duly
passed on a poll, while resolutions 3 to 5, 9 and 14 to 18 did not
pass.
James W. Cameron Jr, Petropavlovsk Chairman, said: "The Board
would like to thank all of our shareholders who participated in the
AGM. Despite the failure of the resolution for the election of
Denis Alexandrov as a director, the Board is unanimous in its
support for Denis and remains confident in his ongoing stewardship
and vision for the future of the Company. The Board and Denis have
therefore agreed that he will continue as the Group's CEO. The
Board is also conscious that several other proposed resolutions
were not approved and we look forward to discussing the reasons for
this with shareholders in the coming months. The Board remains
committed to strengthening the governance of the group to ensure
best practice for all shareholders and working towards our stated
ambition of achieving full compliance with the UK Corporate
Governance Code."
As resolutions 3 to 5, 9, 14 to 18 received less than 80% of the
votes cast in favour, the Board proposes to consult shareholders to
discuss any concerns they have which influenced their votes. Once
the overall picture has been assimilated, the Company will report
to the market on the views received and actions undertaken. This
will include consultation by the Remuneration Committee on the
directors' remuneration policy proposed for approval pursuant to
resolution 3. Following the failure of this resolution to gain
support, the policy approved by shareholders on 29 June 2018 will
remain in effect.
A further statement detailing the outcome of the Company's
consultation with its shareholders, including any actions taken as
a result, will be published by the Company by no later than 30
December 2021 in accordance with the UK Corporate Governance Code
2018.
The table overleaf shows the votes received for and against the
resolutions, together with the number of votes withheld in each
case.
Resolution Votes For Votes Against Total Votes Votes Withheld
Cast
No. of % of No. of % of No. of No. of
Shares Shares Shares Shares Shares Shares
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
Ordinary Resolutions
To approve the report
& accounts for the
year ended 31 December
1 2020 2,813,801,645 97.79% 63,734,484 2.21% 2,877,536,129 8,828,852
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To approve the directors'
2 remuneration report 2,412,902,019 83.79% 466,891,678 16.21% 2,879,793,697 6,571,284
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To approve the directors'
3 remuneration policy 977,238,304 33.94% 1,902,178,795 66.06% 2,879,417,099 6,947,882
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To approve changes
to the rules of
the company's Long-Term
4 Incentive Plan 2020 1,093,088,796 37.96% 1,786,617,435 62.04% 2,879,706,231 6,658,750
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To approve terms
of an option plan
to be granted to
5 the CEO 596,570,473 20.72% 2,283,162,115 79.28% 2,879,732,588 6,632,393
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To appoint MacIntyre
6 Hudson LLP as auditor 2,815,749,674 97.78% 64,024,710 2.22% 2,879,774,384 6,590,597
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To authorise the
directors to determine
the remuneration
7 of the auditor 2,815,785,204 97.78% 63,992,233 2.22% 2,879,777,437 6,587,544
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To elect Mr Malay
8 Mukherjee as a director 2,648,647,693 91.98% 231,027,262 8.02% 2,861,674,955 6,696,026
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To elect Mr Denis
Alexandrov as a
9 director 1,345,305,055 46.72% 1,534,377,768 53.28% 2,879,682,823 6,682,158
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To elect Mr Mikhail
10 Irzhevsky as a director 2,581,317,692 94.58% 147,805,366 5.42% 2,729,123,058 157,241,923
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To re-elect Mr James
W Cameron, Jr as
11 a director 2,326,387,896 94.37% 138,826,572 5.63% 2,465,214,468 421,150,513
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To re-elect Ms Charlotte
12 Philipps as a director 2,199,083,867 89.21% 265,993,599 10.79% 2,465,077,466 421,287,515
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To re-elect Mr Maxim
13 Kharin as a director 2,226,111,525 90.30% 239,011,687 9.70% 2,465,123,212 421,241,769
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To authorise the
directors to allot
14 shares 845,205,452 29.35% 2,034,599,316 70.65% 2,879,804,768 6,560,213
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To authorise the
directors to allot
shares in connection
15 with a rights issue 944,509,418 32.80% 1,935,298,593 67.20% 2,879,808,011 6,556,970
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
Special Resolutions
To disapply pre-emption
16 rights on an allotment 947,661,186 32.91% 1,932,150,603 67.09% 2,879,811,789 6,553,192
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
To disapply pre-emption
rights on an allotment
17 for financing purposes 947,423,038 32.90% 1,932,387,694 67.10% 2,879,810,732 6,554,249
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
Authority to convene
a general meeting
on not less than
18 14 clear days' notice 1,772,308,297 61.54% 1,107,501,839 38.46% 2,879,810,136 6,554,845
-------------------------- -------------- -------- -------------- -------- -------------- ---------------
Notes:
1. Resolutions 3 to 5, 9 and 14 to 18 were not approved by
shareholders. All other resolutions were passed.
2. Votes 'for' and 'against' are expressed as a percentage of votes received.
3. A 'vote withheld' is not a vote in law and is not counted in
the calculations of the votes 'for' or 'against' a resolution.
4. The total number of shares in issue as at close of business
on 28 June 2021 was 3,957,270,254 ordinary shares with
3,957,270,254 voting rights.
5. c.72.94% voting capital was instructed.
The voting figures will be displayed shortly on the Company's
website at www.petropavlovskplc.com.
This announcement contains inside information.
About Petropavlovsk
Petropavlovsk PLC (LSE: POG. MOEX: POGR) is a major integrated
Russian gold producer with JORC Resources of 19.50Moz Au which
include Reserves of 7.16Moz 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 RTS Index and MOEX
Index.
The Company's key operating mines (Pioneer, Malomir and Albyn)
and its Pokrovskiy Pressure Oxidation (POX) Hub, are located in the
Amur Region in the Russian Far East. Petropavlovsk has produced a
total of c.8.3Moz of gold since operations began in 1994 and has a
strong track record of mine development, expansion, and asset
optimisation.
Petropavlovsk is one of the region's largest employers and one
of the largest contributors to the
sustainable development of the local economy.
For more information
Please visit www.petropavlovskplc.com or contact:
Petropavlovsk PLC +44 (0) 20 7201 8900
Patrick Pittaway / Max Zaltsman / Viktoriya TeamIR@petropavlovskplc.com
Kim
Hudson Sandler +44 (0) 20 7796 4133
Charlie Jack / Katerina Parker / Elfie Petropavlovsk@hudsonsandler.com
Kent
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