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EVRAZ PLC — Proxy Solicitation & Information Statement 2017
May 15, 2017
5304_agm-r_2017-05-15_10907d8c-5884-445e-af36-8661e0291b4b.pdf
Proxy Solicitation & Information Statement
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EVRAZ
MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
ADD1
ADD2
ADD3
ADD4
99999
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4
The Chairman of EVRAZ plc invites you to attend the Annual General Meeting of the Company to be held at Chelsea Football Club, Stamford Bridge, Fulham Road, London SW6 1HS on 20 June 2017 at 11.00 am.
Shareholder Reference Number
C1234567890

Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 20 June 2017

Cast your Proxy online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
Control Number: 914314
SRN: C1234567890
PIN: 1234

View the Annual Report and Notice of Meeting online: www.evraz.com
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 16 June 2017 at 11.00 am.
Explanatory Notes:
- 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. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
- To appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 873 5848 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
- The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
- Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on 16 June 2017 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
- To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) so as to be received no later than 11.00 a.m. on Friday 16 June 2017. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
- The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 873 5848 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- Any alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders
MR A SAMPLE
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4
5C150
00000000000000000000000
12CHBE D01
Poll Card To be completed only at the AGM.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Directors' report and the accounts for the Company for the year ended 31 December 2016. | ☐ | ☐ | ☐ |
| 2. To approve the Annual Remuneration Report for the year ended 31 December 2016 as set out on pages 125 to 129 of the Annual Report and Accounts 2016. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' Remuneration Policy as set out on pages 121 to 124 of the Annual Report and Accounts 2016. | ☐ | ☐ | ☐ |
| 4. To re-elect Alexander Abramov as a Director. | ☐ | ☐ | ☐ |
| 5. To re-elect Alexander Frolov as a Director. | ☐ | ☐ | ☐ |
| 6. To re-elect Eugene Shvidler as a Director. | ☐ | ☐ | ☐ |
| 7. To re-elect Eugene Tenenbaum as a Director. | ☐ | ☐ | ☐ |
| 8. To re-elect Karl Gruber as a Director. | ☐ | ☐ | ☐ |
| 9. To re-elect Deborah Gudgeon as a Director. | ☐ | ☐ | ☐ |
| 10. To re-elect Alexander Izosimov as a Director. | ☐ | ☐ | ☐ |
| 11. To re-elect Sir Michael Peat as a Director. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 12. To re-appoint Ernst & Young LLP as auditors of the Company. | ☐ | ☐ | ☐ |
| 13. To authorise the Audit Committee of the Company to fix the remuneration of the auditors. | ☐ | ☐ | ☐ |
| 14. To generally and unconditionally authorise the Directors to allot shares in the Company. | ☐ | ☐ | ☐ |
| Special Resolutions | |||
| 15. To grant the Directors a limited authority to disapply pre-emption rights for share issues wholly for cash. | ☐ | ☐ | ☐ |
| 16. To grant the Directors a limited authority to disapply pre-emption rights for share issues wholly for cash and used only for financing acquisitions or capital investments. | ☐ | ☐ | ☐ |
| 17. To unconditionally and generally authorise the Directors to make market purchases of the Company's ordinary shares. | ☐ | ☐ | ☐ |
| 18. To authorise the Directors to call a general meeting other than an AGM on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
Signature
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

C1234567890
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of EVRAZ plc to be held at Chelsea Football Club, Stamford Bridge, Fulham Road, London SW6 1HS on 20 June 2017 at 11.00 am, and at any adjourned meeting.
- For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example. ☐
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Directors' report and the accounts for the Company for the year ended 31 December 2016. | ☐ | ☐ | ☐ |
| 2. To approve the Annual Remuneration Report for the year ended 31 December 2016 as set out on pages 125 to 129 of the Annual Report and Accounts 2016. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' Remuneration Policy as set out on pages 121 to 124 of the Annual Report and Accounts 2016. | ☐ | ☐ | ☐ |
| 4. To re-elect Alexander Abramov as a Director. | ☐ | ☐ | ☐ |
| 5. To re-elect Alexander Frolov as a Director. | ☐ | ☐ | ☐ |
| 6. To re-elect Eugene Shvidler as a Director. | ☐ | ☐ | ☐ |
| 7. To re-elect Eugene Tenenbaum as a Director. | ☐ | ☐ | ☐ |
| 8. To re-elect Karl Gruber as a Director. | ☐ | ☐ | ☐ |
| 9. To re-elect Deborah Gudgeon as a Director. | ☐ | ☐ | ☐ |
| 10. To re-elect Alexander Izosimov as a Director. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 11. To re-elect Sir Michael Peat as a Director. | ☐ | ☐ | ☐ |
| 12. To re-appoint Ernst & Young LLP as auditors of the Company. | ☐ | ☐ | ☐ |
| 13. To authorise the Audit Committee of the Company to fix the remuneration of the auditors. | ☐ | ☐ | ☐ |
| Special Resolutions | |||
| 14. To generally and unconditionally authorise the Directors to allot shares in the Company. | ☐ | ☐ | ☐ |
| 15. To grant the Directors a limited authority to disapply pre-emption rights for share issues wholly for cash. | ☐ | ☐ | ☐ |
| 16. To grant the Directors a limited authority to disapply pre-emption rights for share issues wholly for cash and used only for financing acquisitions or capital investments. | ☐ | ☐ | ☐ |
| 17. To unconditionally and generally authorise the Directors to make market purchases of the Company's ordinary shares. | ☐ | ☐ | ☐ |
| 18. To authorise the Directors to call a general meeting other than an AGM on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| Intention to Attend | |||
| Please indicate if you intend to attend the AGM | ☐ |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature
Date
DD / MM / YY
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
CCS 0793
14
EVR
12CHBE D01