Pre-Annual General Meeting Information • May 3, 2019
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

Notice of the 2019 Annual General Meeting of EVRAZ plc to be held on Tuesday 18 June 2019 at 11.00 a.m. (London time)
If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please send this document, together with the 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.
To be valid for use at the Annual General Meeting, the accompanying Form of Proxy must be completed, signed and returned in accordance with the instructions printed on it, to EVRAZ plc's registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY so as to be received as soon as possible but in any event not later than 11.00 a.m. on Friday 14 June 2019. Completion and return of a Form of Proxy will not prevent shareholders from attending and voting in person should they wish to do so.

3 May 2019
Dear Shareholder,
On behalf of the directors of EVRAZ plc (together the 'Directors'), it gives me great pleasure to invite you to attend the Annual General Meeting (or 'AGM') of EVRAZ plc (the 'Company') which will be held in the Drake Suite at Chelsea Football Club (Stamford Bridge, Fulham Road, London, SW6 1HS) on Tuesday 18 June 2019 at 11.00 a.m. (London time).
The formal Notice of AGM is set out on the following pages of this document, detailing the Resolutions that the shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM. The AGM provides shareholders with an opportunity to communicate with the Directors and we welcome your participation.
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.
If you would like to vote on the Resolutions but cannot come to the AGM, please fill in the Form of Proxy in accordance with the instructions printed on it as soon as possible. It must be received by 11.00 a.m. on Friday 14 June 2019. If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.
Voting on the business of the meeting will be conducted on a poll. The results of voting on the Resolutions will be posted on the Company's website immediately after the AGM.
I look forward to seeing you at the AGM.
Mr Alexander Abramov
Non-executive Chairman
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of EVRAZ plc (the 'Company') will be held in the Drake Suite at Chelsea Football Club (Stamford Bridge, Fulham Road, London SW6 1HS) on Tuesday 18 June 2019 at 11.00 a.m. (London time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 14 will be proposed as ordinary resolutions and Resolutions 15 to 18 will be proposed as special resolutions.
Resolutions 7 to 11 (inclusive) relating to the re-election of the independent non-executive Directors will be passed only if a majority of votes cast by the independent shareholders of the Company are in favour, in addition to a majority of the votes cast by all the shareholders being in favour.
Non-independent Directors:
Independent non-executive Directors:
To re-appoint Ernst & Young LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.
To authorise the Audit Committee of the Company to fix the remuneration of the auditors.
To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:
(a) up to an aggregate nominal amount of US\$24,055,847; and
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 30 June 2020, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this Resolution, "rights issue" means an offer to:
(A) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(B) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
(a) pursuant to the authority given by paragraph (a) of Resolution 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, in each case:
(b) pursuant to the authority given by paragraph (b) of Resolution 14 above in connection with a rights issue,
as if Section 561(1) of the 2006 Act did not apply to any such allotment;
such authority to expire at the end of the Company's next Annual General Meeting or at the close of business on 30 June 2020, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired.
For the purposes of this Resolution:
(A) "rights issue" has the same meaning as in Resolution 14 above;
(B) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
(C) references to an allotment of equity securities shall include a sale of treasury shares; and
(D) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
Subject to the passing of Resolution 14 above, to authorise the Directors, in addition to any authority granted under Resolution 15 above, to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, as if Section 561(1) of the 2006 Act did not apply to any such allotment, such authority to be:
(i) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of US\$3,608,377; and
such authority to expire at the end of the Company's next Annual General Meeting or at the close of business on 30 June 2020, whichever is the earlier but, in each case, prior to its expiry, the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends, in which case the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution:
(A) "rights issue" has the same meaning as in Resolution 14 above;
(B) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
(C) references to an allotment of equity securities shall include a sale of treasury shares; and
(D) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
(a) the maximum number of ordinary shares which may be purchased is 144,335,081;
(b) the minimum price which may be paid for each share shall be equal to the fixed nominal value in respect of such share, currently being US\$0.05.
(c) the maximum price which may be paid for an ordinary share is an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation as regards exemptions for buy-back programmes and stabilisation of financial instruments; and
(d) this authority shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier 30 June 2020 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
By order of the Board
Prism Cosec Limited Company Secretary
3 May 2019
Registered in England and Wales No. 7784342 Registered Office: 5th Floor 6 St Andrew Street London EC4A 3AE
Resolutions 1 to 14 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. Resolutions 15 to 18 are proposed as special resolutions. For each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.
Under the Listing Rules, Greenleas International Holdings Ltd, Abiglaze Ltd and Crossland Global Limited Limited are together classed as 'controlling shareholders' of the Company. This means that the independent non-executive Directors of the Company must be elected or re-elected by a majority of the votes cast by the independent shareholders of the Company, as well as by a majority of votes cast by all shareholders. Therefore, the Resolutions relating to the election or re-election of the independent non-executive Directors (Resolutions 7, 8, 9, 10 and 11) will be taken on a poll and the votes cast by the independent shareholders and by all shareholders will be calculated separately. Such resolutions will be passed only if a majority of the votes cast by independent shareholders are in favour, in addition to a majority of the votes cast by all shareholders being in favour.
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 2018. 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 Annual Report.
Shareholders are being asked in Resolution 2 to approve the Annual Remuneration Report section of the Directors' Remuneration Report, which is set out on pages 120 to 127 of the Annual Report and Accounts 2018. The Directors' Remuneration Policy, which was approved by shareholders at the 2017 AGM, was reviewed during the year and the Board believes that it remains appropriate.
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.
Biographical details of each of the Directors who are seeking election and re-election, and details of the Committees of which they were members during 2018, appear on pages 100 to 103 of the Company's Annual Report 2018. The performance of the Directors who are seeking re-election has been evaluated by the Nominations Committee and discussed among the members of the Board as a whole, as described in the Corporate Governance Report on page 106 of the Annual Report and Accounts 2018. The Board believes that each Director standing for election and re-election brings considerable and wide ranging skills and experience to the Board as a whole and will or continues to (as applicable) make an effective and valuable contribution to the deliberations of the Board. Each individual proposed for re-election has continued to perform effectively and demonstrate commitment to their role, and by virtue of such skills and experience has been and continues to be important to the Company's long-term sustainable success.
None of the independent non-executive Directors seeking re-election at the Annual General Meeting has any existing or previous relationship, transaction or arrangement with the Company, its Directors, any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of Listing Rule 13.8.17R (1).
The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent non-executive Directors proposed for election and re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Sir Michael Peat, Laurie Argo, Karl Gruber, Alexander Izosimov and Deborah Gudgeon to be independent in accordance with Provision 10 of the UK Corporate Governance Code.
The Company's Nominations Committee considers the appointment and replacement of Directors subject to the rules set out in the Company's Articles of Association. The Nominations Committee will normally engage an independent search consultant with no connection to the Company to find appropriate candidates for the Board with the requisite skills, and in doing so will take account of relevant guidelines and legislation relating to the appointment of individuals to boards. The Nominations Committee may also consider candidates introduced to the Company from other sources.
The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit Committee, following an external audit tender exercise in 2016, which is described on page 115 of the Annual Report and Accounts 2018, 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 Audit Committee of the Company to set the remuneration of the Auditors.
The purpose of Resolution 14 is to renew the Directors' power to allot shares. The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 23 April 2019 is equivalent to a nominal value of US\$24,055,847.
The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of US\$24,055,847, which is equivalent to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 23 April 2019. This is in line with corporate governance guidelines. As at 23 April 2019, the Company held 63,176,475 treasury shares.
There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share and incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
If the Resolution is passed the authority will expire on the earlier of 30 June 2020 and the end of the Annual General Meeting in 2020.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings. The effect of Resolutions 15 and 16 is to grant annual authorities until the Annual General Meeting in 2020 (or 30 June 2020, whichever is the earlier) to cover the disapplication of pre-emption rights envisaged by the Pre-Emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the "Statement of Principles"), and follow the recommendations in the Pre-Emption Group Monitoring Report published in May 2016, so that Resolution 15 provides a 5% disapplication authority to be used on an unrestricted basis and Resolution 16 provides a further 5% disapplication authority for cases where the Directors consider the use to be for the purposes of an acquisition or specified capital investment in accordance with the Statement of Principles. The Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment-related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets which are the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.
The purpose of paragraph (a) of Resolution 15 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by paragraph (a) of Resolution 14, or sell treasury shares, for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to a nominal value of US\$3,608,377, equivalent to approximately 5% of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 23 April 2019, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.
The purpose of paragraph (b) of Resolution 15 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by paragraph (b) of Resolution 14, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.
The Board considers the authority in Resolution 15 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.
The purpose of paragraph (a) of Resolution 16 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (a) of Resolution 14, or sell treasury shares, for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to a nominal value of US\$3,608,377, equivalent to approximately 5% of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 23 April 2019 in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.
The purpose of paragraph (b) of Resolution 16 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (b) of Resolution 14, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.
The Board considers the authority in Resolution 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. The Directors will have due regard to the Statement of Principles in relation to any exercise of this power, in particular (1) as regards the first 5%, to the requirement for advance consultation and explanation before making any non-pre-emptive cash issue pursuant to this resolution which exceeds 7.5% of the Company's issued share capital in any rolling three year period; and (2) as regards the second 5%, the Directors confirm that they intend to use this power only in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles from time to time) which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue. If the authority given in Resolution 16 is used, the Company will publish details of the placing in its next annual report.
The effect of Resolution 17 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 144,335,081 ordinary shares, until the Annual General Meeting in 2020 or 30 June 2020, whichever is the earlier. This represents 10 per cent. of the ordinary shares in issue as at 23 April 2019 (excluding shares held in treasury) and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.
Pursuant to the Companies Act 2006, the Company can hold the ordinary shares which have been repurchased itself as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. The Directors believe that it is desirable for the Company to have this choice and therefore intend to hold any ordinary shares purchased under this authority as treasury shares. Holding the repurchased ordinary shares as treasury shares will give the Company the ability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
Ordinary shares will only be repurchased for use for the purposes of employee share schemes, or if the directors consider such purchases to be in the best interests of shareholders generally and that they can be expected to result in an increase in earnings per share. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Ordinary shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
As at 23 April 2019 (being the latest practicable date prior to the publication of this Notice), there were 17,755,977 outstanding share-based awards or options granted under all incentive plans operated by the Company, which if exercised would represent 1.23% of the issued share capital of the Company (excluding shares held in treasury). If this authority were exercised in full, that percentage would increase to 1.37%.
Under the Companies Act 2006, 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.
seniority shall be determined by the order in which the names appear in the register or members in respect of the share.
There have been the following changes in the Directors' share interests and major shareholders' interests between the financial year-end and 23 April 2019:
EVRAZ plc was notified on 19 March 2019 by Mr. Alexander Abramov, a director, that he had sold 8,470,900 ordinary shares, held indirectly. As a result of this transaction, Mr. Abramov's indirect holding decreased to 290,154,641 ordinary shares, or 20.10% of the current total number of voting rights attached to the shares of EVRAZ plc.
EVRAZ plc was notified on 19 March 2019 by Mr. Alexander Frolov, a director, that he had sold 4,229,100 ordinary shares, held indirectly. As a result of this transaction, Mr. Frolov's indirect holding decreased to 144,889,067 ordinary shares, or 10.04% of current total number of voting rights attached to the shares of EVRAZ plc.
EVRAZ plc was notified on 19 March 2019 by Mr. Eugene Shivdler, a director, that he had sold 1,206,500 ordinary shares, held indirectly. As a result of this transaction, Mr. Shivdler's indirect holding decreased to 41,670,992 ordinary shares, or 2.89% of current total number of voting rights attached to the shares of EVRAZ plc.
EVRAZ plc was notified on 29 March 2019 by Mr. Alexander Abramov, a director, that he placed an order to purchase EVRAZ 5.25% notes due in 2024 for total principal amount of \$50m. Settlement of the transaction completed on 2 April 2019.
EVRAZ plc was notified on 29 March 2019 by Mr. Alexander Frolov, a director, that he placed an order to purchase EVRAZ 5.25% notes due in 2024 for total principal amount of \$20m. Settlement of the transaction completed on 2 April 2019.
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.