TIDMPOG
RNS Number : 7072R
Petropavlovsk PLC
01 July 2020
1 July 2020
Petropavlovsk PLC ("Petropavlovsk" or "the "Company")
Results of Annual General Meeting
The Annual General Meeting of the Shareholders of Petropavlovsk
PLC was held at 11 a.m. on 30 June 2020 at the Company's offices,
11 Grosvenor Place, London SW1X 7HH.
Further to the Company's announcement at 7.00 a.m. on 30 June
2020, the Company can confirm that Resolutions 1, 2, 4, 5, 6, 7, 8,
10, 14, 18, 19 and 21 proposed by the Board were duly passed on a
Poll, whilst Resolutions 3, 9, 11, 12, 13, 15, 16, 17 and 20 were
not passed.
Following the events from the voting at the Company's AGM, the
Company has formed an interim Board which complies with the rules
and regulations of the UK Corporate Governance Code. Petropavlovsk
will endeavour to discuss the next steps with all of its key
shareholders ahead of the calling for a General Meeting to
constitute a Board which is not only aligned with the wishes of all
of its stakeholders, but will also provide the highest levels of
corporate governance and stakeholder protection befitting the
leading gold mining company it is, listed on both the London Stock
Exchange and the Moscow Exchange.
The Board notes that, in addition to the Resolutions that were
not duly passed on a Poll, Resolutions 8, 18 and 19 were passed
with less than 80% of the votes in favour. In the coming months,
the Board will undertake consultations with the Company's
shareholders to address any concerns they may have. Once the
overall picture has been assimilated, the Company will report to
the market on the views received and actions undertaken.
In respect of Resolution 20 relating to the authority to issue
shares, the authority sought by the Company is aligned with the
Investment Association's share capital guidelines and market
practice for FTSE listed companies. Given that this Resolution
failed, the Board will also consult with shareholders to understand
their concerns in this respect.
The Remuneration Committee is disappointed to note that despite
a consultation process, during which major shareholders confirmed
their support for the new Remuneration Policy (the 'Revised
Policy'), certain of these shareholders voted against the Revised
Policy. Consequently, the previous Policy approved by shareholders
on 29 June 2018 will remain in force. The Remuneration Committee
will consider whether a further consultation process is required,
with a further Policy being proposed for approval at the 2021
Annual General Meeting or potentially at a General Meeting to be
convened prior to this date.
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 within six months of the
2020 Annual General Meeting in accordance with the revised UK
Corporate Governance Code published in July 2018.
The table below shows the votes received for and against the
Resolutions.
Resolution Votes For Votes Against Vote Total Votes
Withheld Cast (Excl.
Withheld)
No of Shares % of No of Shares % of No of Shares
Shares Shares
Voted Voted
--------------- -------- -------------- -------- ----------------------------
Ordinary Resolutions
1 Report & Accounts 2,420,944,150 99.84% 3,806,747 0.16% 867,184 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To approve
the Directors'
Remuneration
2 Report 2,074,234,888 85.52% 351,254,207 14.48% 128,986 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To approve
the Directors'
Remuneration
3 Policy 1,026,264,291 42.32% 1,398,862,888 57.68% 490,902 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To approve
the rules of
the Petropavlovsk
PLC Long-Term
Incentive Plan
4 2020 1,825,020,415 75.24% 600,455,768 24.76% 141,898 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To appoint
PriceWaterhouse
Coopers LLP
5 as auditor 2,270,127,552 99.82% 4,187,339 0.18% 151,303,190 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To authorise
the Directors
to determine
the remuneration
6 of the auditor 2,270,749,441 99.81% 4,244,420 0.19% 150,624,220 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To elect Ms
Charlotte Philipps
7 as a Director 2,420,851,898 99.81% 4,728,078 0.19% 38,105 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To elect Mrs
Ekaterina Ray
8 as a Director 1,292,274,134 53.28% 1,133,305,842 46.72% 38,105 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To elect Mr
Danila Kotlyarov
9 as a Director 1,125,946,873 46.42% 1,299,615,535 53.58% 55,673 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To elect Mr
Maxim Kharin
10 as a Director 2,416,892,559 99.64% 8,670,233 0.36% 55,289 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To elect Ms
Fiona Paulus
11 as a Director 1,124,556,375 46.36% 1,300,988,849 53.64% 72,857 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To elect Mr
Timothy McCutcheon
12 as a Director 965,460,407 39.80% 1,460,096,385 60.20% 61,289 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To re-elect
Dr Pavel Maslovskiy
13 as a Director 1,118,262,709 46.14% 1,305,363,764 53.86% 1,991,608 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To re-elect
Mr James Cameron
14 as a Director 2,419,461,326 99.83% 4,147,963 0.17% 2,008,792 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To re-elect
Mr Damien Hackett
15 as a Director 1,123,166,581 46.34% 1,300,425,208 53.66% 2,026,292 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To re-elect
Mr Harry Kenyon-Slaney
16 as a Director 1,123,256,747 46.35% 1,300,335,042 53.65% 2,026,292 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To re-elect
Mr Robert Jenkins
17 as a Director 1,107,769,784 45.72% 1,315,139,797 54.28% 2,708,500 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
Special Resolution
--------------- -------- -------------- -------- ------------ --------------
To approve
New Articles
18 of Association 1,882,119,530 77.60% 543,435,209 22.40% 63,342 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
Ordinary Resolutions
--------------- -------- -------------- -------- ------------ --------------
To authorise
Directors to
allot shares
(up to maximum
of 1/3 of issued
19 share capital) 1,542,430,479 64.52% 848,354,286 35.48% 34,833,316 2,425,618,081
------------------------ --------------- -------- -------------- -------- ------------ --------------
To authorise
Directors to
allot shares
(up to maximum
of 2/3 of issued
share capital
- rights issue
20 only) 562,979,256 23.55% 1,827,137,249 76.45% 35,531,889 2,425,648,394
------------------------ --------------- -------- -------------- -------- ------------ --------------
Special Resolution
--------------- -------- -------------- -------- ------------ --------------
Authority
to convene
a general meeting
on not less
than 14 clear
21 days' notice 2,303,817,242 95.01% 121,114,995 4.99% 716,157 2,425,648,394
------------------------ --------------- -------- -------------- -------- ------------ --------------
Notes:
1. Resolutions 3, 9, 11, 12, 13, 15, 16, 17 and 20 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 6pm on 26 June 2020
was 3,312,825,822 ordinary shares with 3,312,825,822 voting
rights
5. c.73.3% voting capital was instructed
The voting figures will be displayed shortly on the Company's
website at www.petropavlovsk.net
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 key operating mines (Pioneer, Malomir and Albyn)
are in the Amur Region in the Russian Far East. Petropavlovsk has
produced a total of c.7.8Moz 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.
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
Peel Hunt LLP
Ross Allister / David McKeown / Alexander
Allen +44 (0) 20 7418 8900
Canaccord Genuity Limited
Henry Fitzgerald-O'Connor / James Asensio +44 (0) 20 7523 8000
Buchanan +44 (0) 20 7466 5000
Bobby Morse / Kelsey Traynor / Ariadna POG@buchanan.uk.com
Peretz
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END
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