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EVRAZ PLC — AGM Information 2026
Jun 15, 2026
5304_agm-r_2026-06-15_dec12303-03cc-4cd2-a16d-22d4bf119d35.pdf
AGM 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.
EVRAZ plc
Incorporated in England and Wales under the Companies Act 2006 with registered number 07784342
Notice of 2026 Annual General Meeting
This document should be read as a whole. Your attention is drawn to the letter from the Directors of EVRAZ plc (the "Company") which is set out on pages 2 to 4 of this document.
Notice of the 2026 Annual General Meeting of the Company to be held in online format at 11:00 a.m. on Friday 26 June 2026 is set out on page 5 of this document. A Form of Proxy for use at the 2026 Annual General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by the Company as soon as possible but, in any event, so as to arrive no later than 11.00 a.m. on Thursday 25 June 2026. A summary of the action to be taken by Shareholders is set out on page 6 of this document.
ON THURSDAY 5 MAY 2022, THE UK GOVERNMENT SANCTIONED THE COMPANY.
THE 2026 ANNUAL GENERAL MEETING WILL BE HELD ONLINE, ACCESSIBLE THROUGH A HYPERLINK WHICH SHALL BE FURNISHED IN DUE COURSE TO THOSE PERSONS WHOSE NAMES APPEAR ON THE LIST OF INDIVIDUALS HAVING DULY NOTIFIED THE COMPANY OF THEIR INTENTION TO ATTEND. THE COMPANY WILL NOTIFY SHAREHOLDERS AS SOON AS PRACTICABLE BY MEANS OF A RESPONSE MESSAGE CONTAINING A HYPERLINK FOR CONNECTION, FOLLOWING THE COMPLETION OF THE COLLECTION OF SUCH NOTIFICATIONS FROM THOSE DESIRING TO ATTEND. SHAREHOLDERS ARE RECOMMENDED TO SEEK LEGAL ADVICE PRIOR TO ATTENDING AND VOTING AT THE 2026 ANNUAL GENERAL MEETING.
PART I
LETTER FROM THE DIRECTORS
(Incorporated in England and Wales under the Companies Act 2006 with registered number 07784342)
2 Portman Street
London
W1H 6DU
08 May 2026
Dear Shareholder,
On behalf of the Directors of EVRAZ plc (together the "Directors" or the "Board") this letter advises you of the arrangements for the 2026 Annual General Meeting (the "AGM") of the Company to be held online for the first time at 11:00 a.m. on Friday 26 June 2026 (London time) due to sanctions-related complications and restrictions. Specifically, as a result of the refusal by banks to process even basic payments under licences issued by the sanctions regulator, the Office of Financial Sanctions Implementation (OFSI), the Company has been unable to secure a venue for the AGM this year. Furthermore, the Directors of the Company have been unable to obtain visas to enter the United Kingdom for an entire calendar year.
For the purpose of enabling the technical arrangements for the online AGM, any person wishing to attend is kindly requested to inform EVRAZ plc of their intention to participate. Such notification should be sent to the following mailbox: [email protected], and must include (i) the participant's full name, (ii) their Shareholder Reference Number (SRN), and (iii) a valid contact email address. Please indicate "AGM 2026" in the subject line of your email. In due course prior to the AGM, the Company will circulate an invitation containing a hyperlink through which access to the online AGM may be obtained.
In the current circumstances, this form of holding the AGM represents the Directors' best efforts to organise and convene the meeting of EVRAZ plc, having due regard to the complete freezing of resources and the impossibility of making even technical payments due to banking restrictions.
On 5 May 2022, the UK Government introduced sanctions against the Company. This means the imposition of an asset freeze on EVRAZ plc, which has inhibited the Company's ability to pay dividends and make payments in respect of its outstanding bonds due in 2023 and 2024. Throughout its history, EVRAZ has always met its obligations and, being a conscientious borrower, it is considering every option to fulfil its commitments to stakeholders. However, in the current circumstances, this hardly seems possible, despite EVRAZ having sufficient liquidity to do so.
International and UK professional services firms have refused to work with the Company. Computershare PLC terminated their services as registrar and, since 19 August 2022, EVRAZ has
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been responsible for maintaining the register of members on its own and registering all transfers in title to the shares. In addition, trading in EVRAZ's shares on the London Stock Exchange has been suspended and the share are no longer eligible for electronic settlement in CREST.
In August 2022, EVRAZ announced the process of soliciting proposals for the disposal of its North American subsidiaries (the "Sale"). In July 2025, following a protracted and complex process (including the negotiation and agreement of terms with the relevant regulators), EVRAZ finally closed the Sale. Regrettably, the prevailing circumstances necessitated the Sale with deferred consideration and included a condition providing for the freezing of any proceeds arising from the transaction in order to ensure compliance with the UK sanctions regime.
Furthermore, we are facing serious challenges in our corporate governance and operating environment.
In March 2025 EVRAZ plc announced the appointment of Mr. Nikishin Roman and Mr. Maxim Baskatov to the Board of Directors effective 20 March 2025 as independent non-executive directors.
For the time being the Company doesn't have the Chief Executive Officer. The Non-executive Directors carry out general supervision of the Company's activities.
Further to an announcement made by EVRAZ on 28 April 2023, we regret to inform you that in light of the UK sanctions, the Company has not been able to engage or appoint an auditor in respect of its most recent financial year ended 31 December 2025. Since the resignation of the Company's previous auditor in November 2022, the Company has made multiple enquiries to UK audit firms – the last one in 2026; however, no firm has been willing to act as the Company's auditor in connection with the preparation of the annual report and audited financial statements.
The Company had also requested the UK government to exercise its powers to appoint an auditor on behalf of the Company, but this request has so far been unsuccessful. As a result, the Company is unable to publish or make available an annual report or audited financial statements for its most recent financial year.
As a multinational company with assets located across the globe, EVRAZ makes every effort to continue its operations in all countries and regions of presence in the ordinary course. We also remain committed to the sustainable development of our business.
Finally, we would like to thank our investors for their continued support in these turbulent times.
Action to be taken
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 favor of each of the Resolutions to be proposed at the AGM.
Shareholders wishing to attend the online AGM will be able to submit their completed polling cards to the following mailbox: [email protected], after the conclusion of the AGM itself.
Shareholder questions
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.
Recommendation
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 favor of all of the Resolutions to be proposed at the AGM.
Yours faithfully,


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PART II
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 ANNUAL GENERAL MEETING of EVRAZ plc will be held online on Friday 26 June 2026 at 11:00 a.m. (London time), accessible through a hyperlink which shall be furnished in due course to those persons whose names appear on the list of individuals having duly notified the Company of their intention to attend, to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 2 will be proposed as ordinary resolutions and Resolution 3 will be proposed as special resolution.
Directors
Independent non-executive Director:
- To elect Roman Nikishin as a Director.
Independent non-executive Director:
- To elect Maxim Baskatov as a Director.
Notice of general meetings
- To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days’ notice.
By order of the Board

Maxim Baskatov
Director
08 May 2026
Registered in England and Wales No. 7784342
Registered Office: 2 Portman Street, London W1H 6DU
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Explanatory Notes to the Notice of Annual General Meeting
The notes on the following pages give an explanation of the proposed Resolutions.
Resolutions 1 and 2 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 3 is proposed as special resolution. For Resolution 3 to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.
Resolutions 1 to 2: Election of Directors
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. In accordance with Article 75 of the Company's Articles of Association, any director appointed by the Board shall retire at the next annual general meeting and be eligible for election. Therefore, each of the Directors offer themselves for election to the Board and separate Resolutions are proposed for each of these elections.
The Company is facing serious challenges in its corporate governance and operating environment. To continue operations of EVRAZ plc, the Company nominates Maxim Baskatov and Roman Nikishin for election as Directors of the Company. Maxim Baskatov and Roman Nikishin have the balance of knowledge and skills to lead the Company through these difficult times. Biographical details of the Directors seeking election can be found on page 10 of this Notice of AGM.
Resolution 3: Notice of general meetings
Under the Companies Act 2006 (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 annual general meetings, which cannot however be less than 14 clear days. Annual general meetings 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 annual general meeting, when it is intended that a similar resolution will be proposed.
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Further Notes
Proxy appointment
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A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company. Legally, a shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, additional proxy form(s) may be obtained by contacting Corporate Secretary by email at [email protected] or by photocopying the Form of Proxy.
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A Form of Proxy is enclosed and should be completed in accordance with the instructions set out on that form.
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To appoint a proxy the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be sent to the Company by email to [email protected], so as to be received no later than 11.00 a.m. on Thursday 25 June 2026.
Joint Shareholders
- In the case of joint holders of an Ordinary Share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names appear in the register or members in respect of the Ordinary Share.
Nominated Persons
- The right to appoint a proxy does not apply to persons whose Ordinary Shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the 2006 Act ("Nominated Persons"). Nominated Persons may have a right under an agreement with the member who holds the Ordinary Shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the Ordinary Shares as to the exercise of voting rights.
Information about shares and voting
- Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. The total number of issued Ordinary Shares (exclusive of treasury shares) in the Company on the Latest Practicable Date is 1,458,689,712 carrying one vote each on a poll. Therefore, the total number of votes exercisable as at the Latest Practicable Date are 1,458,689,712.
There have been no changes in the major Shareholders' interests between the financial year-end and the Latest Practicable Date.
Right to attend and vote
- Pursuant to Article 42.3 of Articles of Association of the Company, entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 6:00 p.m. (London time) on 25 June 2026 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded in determining the rights of any person to attend and vote at the meeting.
Corporate representatives
- Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Audit concerns
- Shareholders should note that since the imposition of sanctions by the UK government on the Company and the resignation of the Company's previous auditor, the Company was unable to appoint a successor auditor despite using its best efforts. On 8 November 2022, Ernst & Young LLP informed the Company that it was terminating its audit services to the Company due to the sanctions status of the Company. The Company has made multiple enquiries to UK audit firms, the last one – in 2026, and no firm was to act as a Company's auditor in connection with the preparation of the annual report and audited financial statements. Additionally, the Company wrote to the Secretary of State for Business and Trade multiple times requesting guidance in this regard, including whether the Secretary of State would exercise powers under the 2006 Act to appoint an auditor for the Company; however, the Company has not received any response or acknowledgement to these requests.
The Board considered and reviewed the unaudited consolidated financial statements of the Company for the financial year ended 31 December 2025, which have been prepared by the Company's management. After careful consideration and pursuant to Section 393(1) of the 2006 Act whereby the directors of a company must not approve accounts unless they are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss, the Board concluded that, without an auditor having undertaken an audit of, and without any guidance from an auditor in preparing, financial statements, it was unable to form the view that they were satisfied that the unaudited financial statements give a true and fair view of the Company's assets, liabilities and financial position or that they were prepared in accordance with the applicable set of accounting standards. As such, the Board was prohibited by law from approving the unaudited financial statements, and therefore, the Company did not publish or made available the annual report and financial statements.
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Questions
- Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Website information
- A copy of this Notice of AGM and other information required by Section 311A of the 2006 Act can be found at www.evraz.com.
Voting by poll
- Each of the Resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. It is also in line with recommendations made by the Shareholder Voting Working Group and Paul Myners in 2004. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the FCA once the votes have been counted and verified.
Use of electronic address
- Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
Communication
- Except as provided above, Shareholders who have general queries about the AGM should write to the corporate secretary on [email protected]. No other methods of communication will be accepted.
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Directors Profiles
1. Roman Nikishin, Independent Non-Executive Director
Appointed: EVRAZ plc Board member since 21 March 2025
Age: 44
Independent: Yes
Expertise: Expert engagement, international relations, government relations
Professional Experience: 19 years
Mr. Roman Nikishin graduated from the Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation with a degree in International Relations.
Throughout his career Mr. Roman Nikishin served in various diplomatic roles at the Russian Federation's Ministry of Foreign Affairs, both at headquarters and overseas. Until 2022, he also held leadership positions providing analytical support to the Russian Parliament and government, alongside academic appointments.
2. Maxim Baskatov, Independent Non-Executive Director
Appointed: EVRAZ plc Board member since 20 March 2025
Age: 42
Independent: Yes
Academic title/degree: PhD
Expertise: banking transactions, payment obligations, digital assets, derivatives, asset securitization, comparative private law, civil law theory, international commercial arbitration
Professional Experience: 20 years
Mr. Maxim Baskatov graduated from Lomonosov Moscow State University with a degree in Jurisprudence.
Completed several internships at the Max Planck Institute for Comparative and International Private Law in Hamburg, the University of Vienna, the Vienna University of Economics, the Hague Academy of International Law and the Academy of Arbitration in Paris. He is a recipient of the Ernst Mach Grant of the Austrian Academic Exchange Service and research fellowships of the Max Planck Society (Germany).
Author of many scientific publications, including co-authorship of books.