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 at http://www.morningstar.co.uk/uk/NSM shortly and are also available on the Company’s website at https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/