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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