Pre-Annual General Meeting Information • May 23, 2025
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 Directors of EVRAZ plc (the "Company") which is set out on pages 2 to 4 of this document.
Notice of the 2025 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 Friday 27 June 2025 is set out on page 5 of this document. A Form of Proxy for use at the 2025 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 26 June 2025. 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 2025 ANNUAL GENERAL MEETING WILL BE HELD SUBJECT TO PROVISION OF AN APPROPRIATE LICENCE FROM THE OFFICE OF FINANCIAL SANCTIONS IMPLEMENTATION (OFSI) FOR WHICH THE COMPANY APPLIED. THE COMPANY WILL NOTIFY SHAREHOLDERS AS SOON AS THE LICENCE HAS BEEN GRANTED. IF AN APPROPRIATE LICENCE FROM OFSI IS NOT RECEIVED, THE RESULTS OF THE ANNUAL GENERAL MEETING WILL BE DETERMINED IN ACCORDANCE WITH THE PROXY VOTES ONLY. SHAREHOLDERS ARE RECOMMENDED TO SEEK LEGAL ADVICE PRIOR TO ATTENDING AND VOTING AT THE 2025 ANNUAL GENERAL MEETING.
(Incorporated in England and Wales under the Companies Act 2006 with registered number 07784342)
2 Portman Street London W1H 6DU
06 May 2025
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 2025 Annual General Meeting (the "AGM") of the Company to be held at Pasley-Tyler & Co. Ltd, 42 Berkeley Square, London W1J 5AW at 11:00 a.m. on Friday 27 June 2025 (London time).
The last year was full of challenges and uncertainties. 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.
During the year, EVRAZ's major shareholders, namely Roman Abramovich, Alexander Abramov, Alexander Frolov and Eugene Shvidler, have become subject to sanctions in the UK and their shares in the Company are subject to an asset freeze.
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 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"). We believe the Sale would unlock the stand-alone value of EVRAZ's North American business. The solicitation process is currently being conducted under the Office of Financial Sanctions Implementation (OFSI) General License INT/2022/1710676.
Furthermore, we are facing serious challenges in our corporate governance and operating environment. Despite the effect of the sanctions, in 2022, the Company appointed two independent non-executive directors, Mr. Andrey Loboda and Mr. Ruslan Ibragimov, to make sure the Company is managed in accordance with the appropriate standards of corporate governance to the extent possible. Given the inability to appoint more directors due to the effect of the sanctions, the Company has not held any board committee meetings.
On 31 August 2023 Mr. Vladislav Zaitsev had been appointed to the Board of EVRAZ plc as an executive Director. Mr. Zaitsev has been with the Company since 2007. He is working in HR department and is having an extensive experience in this field.
On 1 December 2023 Mr. Ruslan Ibragimov advised the Board that he was stepping down as an independent non-executive director of EVRAZ plc with immediate effect.
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.
Simultaneously, the Company announced that Mr. Andrey Loboda and Mr. Vladislav Zaytsev informed the Company of their intention to step down as Directors of the Company with immediate effect.
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 2023. Since the resignation of the Company's previous auditor in November 2022, the Company has made multiple enquiries to UK audit firms; 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 that the UK government 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.
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 attending the meeting will be asked to vote their shares by filling in a polling card. Full guidance will be given on the day of AGM.
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.
………………………
Maxim Baskatov
………………………
Roman Nikishin
NOTICE IS HEREBY GIVEN that the 2025 ANNUAL GENERAL MEETING of EVRAZ plc will be held at Pasley-Tyler & Co. Ltd, 42 Berkeley Square, London W1J 5AW on Friday 27 June 2025 (London time) 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.
Independent non-executive Director:
Independent non-executive Director:
Stanislav Kostinov Company Secretary 06 May 2025 Registered in England and Wales No. 7784342 Registered Office: 2 Portman Street, London W1H 6DU
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.
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.
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.
There have been no changes in the major Shareholders' interests between the financial year-end and the Latest Practicable Date.
The Board considered and reviewed the unaudited consolidated financial statements of the Company for the financial year ended 31 December 2024, 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.
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.
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.
Сompleted 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.
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