Polymetal International plc: Shareholder's Dire...

Polymetal International plc (POLY)
Polymetal International plc: Shareholder's Director Nomination

25-Jan-2019 / 10:00 MSK
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

Release time

IMMEDIATEÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â LSE, MOEX: POLY / ADR: AUCOY

Date

25 January 2019

Polymetal International plc

Shareholder's Director Nomination

Polymetal International plc has been contacted by Public Joint Stock Company Bank Otkritie Financial Corporation ("Otkritie"), a shareholder having 6.93% shares in the issued capital of the Company, indicating that it would like to propose a director for appointment to the Board of Polymetal.

The directors have considered Otkritie's intention and believe it to be appropriate for the Board to permit the shareholders of the Company to evaluate and vote on the proposed nomination. Accordingly, the Company today has convened a General Meeting (the "GM") of shareholders, which will be held on Wednesday, 13 February 2019 at 10:30 am (GMT) at Etc Venues St Paul's, 200 Aldersgate, London, EC1A 4HD. Following the convening of the GM, Otkritie complied with the relevant provisions of Polymetal's Articles of Association permitting a member qualified to vote at a general meeting of the Company to nominate a person for appointment as a director. The name and biographical details of Artem Kirillov, Otkritie's nominee, are set out in the notice of the GM.

Due to the nature of Mr Kirillov's nomination by Otkritie, he (if appointed) will not be considered an independent non-executive director of the Company. Polymetal maintains a strong corporate governance culture in line with UK corporate governance best practice, with the majority of independent non-executive Directors representing the interest of all shareholders. The Board believes that the performance of each existing Director continues to be effective and demonstrates continuing commitment to the role, including commitment of time for Board and Committee meetings and any other duties. The Board continues to believe that it benefits substantially from their individual and collective experience and expertise, and that this has enabled Polymetal to continue to deliver on each of its key objectives. Accordingly, the Board does not consider that the performance of the existing Directors necessitates any changes to the composition of the current Board. Nonetheless, the Board welcomes a constructive dialogue with all shareholders, including Otkritie. Accordingly, the Board recommends that the shareholders give due consideration to the nomination of Mr Kirillov, but will not recommend to vote for his election.

In connection with the GM, the following documents have been made available to shareholders:

Notice of General Meeting;
Proxy Form;
Nomination Notice; and
Consent to Act.

Copies of the above documents have been submitted to the National Storage Mechanism and will be available atÂ http://www.morningstar.co.uk/uk/NSMÂ shortly and are also available on the Company's website atÂ https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/

About Polymetal Â

Polymetal International plc (LSE, MOEX: POLY, ADR: AUCOY) (together with its subsidiaries - "Polymetal", the "Company", or the "Group") is a top-20 global gold producer and top-5 global silver producer with assets in Russia, Kazakhstan and Armenia. The Company combines strong growth with a robust dividend yield.

Enquiries

Media	Â	Investor Relations
FTI Consulting Leonid Fink Viktor Pomichal	+44 20 3727 1000	Polymetal Evgenia Onuschenko Michael VasilievÂ Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â	ir@polymetalinternational.com +44 20 7016 9505 (UK) +7 812 334 3666 (Russia)
Joint Corporate Brokers		Â
Morgan Stanley Andrew Foster Richard Brown Panmure Gordon Charles Lesser James Stearns	+44 20 7425 8000 Â Â Â +44 20 7886 2500	RBC Europe Limited Tristan Lovegrove Marcus Jackson	+44 20 7653 4000

FORWARD-LOOKING STATEMENTS

THIS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF THIS RELEASE. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS "TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTENDS", "WILL", "MAY", "ANTICIPATES", "WOULD", "COULD" OR "SHOULD" OR SIMILAR EXPRESSIONS OR, IN EACH CASE THEIR NEGATIVE OR OTHER VARIATIONS OR BY DISCUSSION OF STRATEGIES, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING STATEMENTS ALL INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. BY THEIR NATURE, SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY WILL OPERATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. THERE ARE MANY FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN TO REFLECT ANY CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASE.