Pre-Annual General Meeting Information • Jun 8, 2022
Pre-Annual General Meeting Information
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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if not, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your shares in EVRAZ plc, please send this document, together with the other accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Incorporated in England and Wales under the Companies Act 2006 with registered number 07784342
This document should be read as a whole. Your attention is drawn to the letter from the Chief Executive Officer of EVRAZ plc (the "Company") which is set out on pages 2 to 4 of this document.
Notice of the 2022 Annual General Meeting of the Company to be held at Pasley-Tyler & Co. Ltd, 42 Berkeley Square, London W1J 5AW at 11:00 a.m. on Thursday 30 June 2022 is set out on page 5 of this document. A Form of Proxy for use at the 2022 Annual General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by the Company's Registrars, Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but, in any event, so as to arrive no later than 11.00 a.m. on Tuesday 28 June 2022. A summary of the action to be taken by Shareholders is set out on page 8 of this document.
ON THURSDAY 5 MAY 2022 THE UK GOVERNMENT SANCTIONED THE COMPANY. THE 2022 ANNUAL GENERAL MEETING WILL BE HELD SUBJECT TO PROVISION OF AN APPROPRIATE LICENSE FROM THE OFFICE OF FINANCIAL SANCTIONS IMPLEMENTATION (OFSI) FOR WHICH THE COMPANY APPLIED. THE COMPANY WILL NOTIFY SHAREHOLDERS AS SOON AS THE LICENSE HAS BEEN GRANTED. IF AN APPROPRIATE LICENSE FROM OFSI IS NOT RECEIVED THE RESULTS OF THE ANNUAL GENERAL MEETING WILL BE DETERMINED IN ACCORDANCE WITH THE PROXY VOTES ONLY. UK CITIZENS AND UK BASED SHAREHOLDERS ARE RECOMMENDED TO SEEK LEGAL ADVICE PRIOR TO ATTENDING AND VOTING AT THE 2022 ANNUAL GENERAL MEETING.
This letter is notification that the 2021 Annual Report and Accounts and associated documents have been published on the Company's website https://www.evraz.com.
EVRAZ plc would like to thank all Shareholders who support the Company during these difficult and trying times.
2 Portman Street London W1H 6DU 8 June 2022
Dear Shareholder
On behalf of the directors of EVRAZ plc (together the "Directors"), this letter advises you of the arrangements for the 2022 Annual General Meeting ("AGM") of the Company which will be held at Pasley-Tyler & Co. Ltd, 42 Berkeley Square, London W1J 5AW on Thursday 30 June 2022 at 11.00 a.m. (London time).
This is my inaugural letter to the shareholders as CEO of the EVRAZ plc, which is true honor for someone who has been with the Company for almost two decades, and witnessed firsthand multiple ups and downs of the industry. Now, it is my duty to navigate the business in the rapidly changing external environment, and ensure that the Company keeps the business model sustainable and preserves its unique corporate DNA.
As you might be aware, on 5 May 2022, as part of financial sanctions package against Russia, the UK Government introduced sanctions against the Company. This means the asset freeze of EVRAZ plc, including the Company's ability to pay dividends, unless a special license is granted by respective UK authorities. Despite of the Company's sanction status in the UK, the shareholders' interest in the Company was not blocked1 .
EVRAZ is a multinational company with assets located across the globe, specifically in the United States of America, Canada, the Czech Republic, Russia and Kazakhstan. As of 2021 year-end, more than 3,700 people worked for EVRAZ in our North American and European subsidiaries. Our company is a leader in production of rails and large diameter pipes in North America, construction, railway products and coking coal in Russia and is the world's largest producer of vanadium, with a global market share of 14%. More than 60% of total EVRAZ sales is derived outside of Russia, including almost 30% in America and Europe. The Company makes every effort to continue its operations in all countries and regions of presence.
We regret to inform that in light of recent events, the Company is facing serious challenges in its corporate governance and operating environment. All independent directors resigned from the Company's Board of Directors on 10 March 2022, and our sanctioned status poses significant hurdle to re-establish a Board that is majority independent. To continue operations of EVRAZ plc,
1 Save for Mr. Abramovich's 28,64% interest in the Company which was blocked by the UK on 10 March 2022. The Company is not aware of other shareholders who were sanctioned.
Nikolay Ivanov, the Company's CFO, was nominated to the Board on 11 March 2022. International and UK consulting firms refuse to work with the Company due to the Company's sanction status.
In 2021, we announced the demerger of PJSC "Raspadskaya", our coal business, a process expected to be completed in late March 2022. Unprecedented situation made execution of this transaction technically impossible and we made a decision not to proceed with the demerger.
Notwithstanding the current headwind, we remain committed to the sustainable development of our business. Steelmaking business plays a significant role in the decarbonized circular economy. The Company recognizes the need to produce it in a better way for the environment. In 2021, our Board of Directors approved a new set of targets for 2030 against 2019 baseline. The goals include to reduce greenhouse gas emissions (Scope 1 and 2) by 20% to 1.55 tCO2e per tonne of crude steel produced, cut atmospheric emissions from steel production by 33%, recycle 95% of general and metallurgical waste and zero wastewater discharges from steel production. We continuously review every aspect of the business model to identify, where we could better allocate resources and engineering solutions available today, while keeping a close eye on advances in technology.
Health and safety of our employees remains our top priority no matter what. Regretfully, in 2021, we lost 6 employees and there were 2 fatalities among our contractors. We have thoroughly investigated the root causes of these tragedies and introduced corrective measures to mitigate future risks. Through focused efforts across the company, we reduced our lost-time injury frequency rate (LTIFR) including contractors to 1.21x in 2021, down from 1.35x in 2020. We also maintained close engagement with our employees, communities where we operate, and other relevant stakeholders.
Regardless of the challenges and uncertainties of 2022, I am proud to report that we delivered solid financial results in 2021. Total EBITDA reached US\$5,015 million mainly attributed to higher sales prices of steel products, coal, and vanadium. EVRAZ reduced its net leverage and ended 2021 with net debt/EBITDA of 0.5x. Overall, EVRAZ was able to generate strong free cash flow of US\$2,257 million implying 121% growth y-o-y.
Geopolitical situation, evolving economic pressure and immense sanctions continue to be outside of our control. What we can do is to adapt our business to the new reality. We are fully focused on delivering commitments to our clients, suppliers and maintaining jobs. I am strongly convinced that our unity and employee teamwork will help us get through these turbulent times.
If you would like to vote on the Resolutions in advance of the meeting, please fill in the Form of Proxy in accordance with the instructions printed on it as soon as possible. The Chair of the meeting will, of course, vote in accordance with any instructions given. If discretion as to how to vote is given to the Chair of the meeting, then all votes will be made in favour of each of the Resolutions to be proposed at the AGM.
Shareholders attending the meeting will be asked to vote their shares by filling in a polling card. Full guidance will be given on the day.
Engagement with our shareholders remains important to us and arrangements have been made so that shareholders who are unable to attend the AGM can participate by submitting questions in advance. Any specific questions concerning the business of the AGM or on the resolutions, can be
submitted ahead of the AGM by email to [email protected]. The Company will endeavor to provide answers to questions in due course.
The Directors believe that the Resolutions set out in the Notice of AGM are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of all of the Resolutions to be proposed at the AGM.
The Directors who own Ordinary Shares intend to vote in favour of the Resolutions to be proposed at the AGM.
Yours faithfully
Mr Aleksey Ivanov Chief Executive Officer
NOTICE IS HEREBY GIVEN that the 2022 ANNUAL GENERAL MEETING of EVRAZ plc will be held at Pasley-Tyler & Co. Ltd, 42 Berkeley Square, London W1J 5AW on Thursday 30 June 2022 at 11.00 a.m. (London time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 7 will be proposed as ordinary resolutions and Resolution 8 will be proposed as special resolution.
Non-independent Directors:
8 June 2022
Registered in England and Wales No. 7784342
Registered Office: 2 Portman Street, London W1H 6DU
Resolutions 1 to 7 are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 8 is proposed as special resolution. For Resolution 8 to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.
The first item of business is the receipt by the Shareholders of the Directors' report and the accounts of the Company for the year ended 31 December 2021. The Directors' report, the accounts and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the 2021 Annual Report and Accounts which have been published on the Company's website https://www.evraz.com/en/investors/reportsand-results/annual-reports/.
The 2006 Act requires that the Remuneration Policy Report be put to a binding vote by ordinary resolution at least every three years or sooner if there are changes required to the Remuneration Policy.
A new policy, which incorporates changes for the Company's Chief Executive Officer, is put to vote at the 2022 AGM. The proposed policy is intended to apply for the next three years until the AGM in 2025. The proposed policy is broadly unchanged, save for the introduction of an LTIP for the Chief Executive Officer. Resolution 2 is to approve the updated Directors' Remuneration Policy, which is set out on pages 140 – 146 of the 2021 Annual Report and Accounts.
Shareholders are being asked in Resolution 3 to approve the Annual Remuneration Report section of the Directors' Remuneration Report, which is set out on pages 146 – 153 of the 2021 Annual Report and Accounts.
In accordance with the Company's Articles of Association and Provision 18 of the UK Corporate Governance Code, all Directors are required to submit themselves to annual re-election by Shareholders. Therefore, the Directors offer themselves for re-election to the Board and separate Resolutions are proposed for each of these re-elections.
The Company is facing serious challenges in its corporate governance and operating environment. All independent directors resigned from the Company's Board of Directors on 10 March 2022, and the Company's sanctioned status poses significant hurdle to engage independent directors. To continue operations of EVRAZ plc, the Company wishes to propose to re-elect Aleksey Ivanov, the Company's CEO, and Nikolay Ivanov, the Company's CFO, as Directors of the Company. Aleksey Ivanov and Nikolay Ivanov have the balance of knowledge and skills to drive the Company through these difficult times. Biographical details of the Directors seeking re-election can be found on page 12 of this Notice of AGM.
The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 6 proposes, on the recommendation of the Audit Committee, which is described on page 133 of the 2021 Annual Report and Accounts, the re-appointment of Ernst & Young LLP as the Company's auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.
This Resolution seeks shareholder consent for the Board of Directors of the Company to set the remuneration of the Auditors.
Under the 2006 Act, the notice period required for all general meetings of the Company is 21 days, though Shareholders can approve a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
There have been the following change in the major Shareholders' interests between the financial year-end and the Latest Practicable Date:
On 16 February 2022, Mr Abramovich became a direct owner of 417,767,314 ordinary shares of the Company which prior to that date Mr. Abramovich had held indirectly through Greenleas International Holdings Ltd.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.
CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
Appointed: EVRAZ plc Board member since 1 February 2022.
Age: 46
Independent: No
Experience: EVRAZ plc CEO since 1 September 2021. Aleksey joined EVRAZ in 2002 as a director of financial control. He was a senior deputy CFO responsible for financial control and treasury functions (2008-2009), managed the Siberia division (2009-2011) and the Steel division (2011-2015). Since November 2015 he served as a Senior vice president of business development and commerce.
External appointments: none.
Appointed: EVRAZ plc Board member since 11 March 2022.
Age: 49
Independent: No
Experience: Nikolay joined EVRAZ in November 2016 as Chief Financial Officer. Prior to joining EVRAZ, he was an executive vice-president and CFO at VympelCom from 2013. For the previous 10 years, he held various positions at TNK-BP, as the first deputy of the executive vice president for exploration and production of the company.
External appointments: none.
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