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Polymetal International plc Proxy Solicitation & Information Statement 2022

Mar 22, 2022

6455_agm-r_2022-03-22_0eef28ee-ae2e-4e48-9d15-377d0f8f6d56.pdf

Proxy Solicitation & Information Statement

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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

*00000101020010*

Attendance Card

Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

ADDITIONAL HOLDER 3

ADDITIONAL HOLDER 4 The Chair of Polymetal International plc invites you to attend the Annual General Meeting of the Company to be held at The Institute of Directors, 116 Pall Mall, St. James's, London SW1Y 5ED, UK on 25 April 2022 at 9.00 am.

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 25 April 2022

Register today and make a positive impact by electing for electronic communications & manage your holding 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 21 April 2022 at 9.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, 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)
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 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 marking 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.
  • 3. 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.
  • 4. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, 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 close of business on the day which is two days before the day of the meeting. 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.
  • 5. This proxy form must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the proxy form must be executed under its common seal or signed by a duly authorised representative of the corporation, stating their capacity (e.g. director, secretary). In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding. To be valid, this proxy form (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) must be sent or

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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.

delivered to the Registrars, no later than 9.00am (BST) on 21 April 2022.

  • 6. 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) by 9.00 am on 21 April 2022. 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 Companies (Uncertificated Securities) (Jersey) Order 1999.
  • 7. 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 707 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  • 10. For the 2022 AGM, the Company is enabling shareholders to attend by electronic means via a live web-cast. Shareholders will be able to ask questions at the web-cast, however they will not be regarded as present at the Meeting and will not be entitled to vote at the Meeting. Access details will be available at www.polymetalinternational.com. A recording will be available on the Company's web-site shortly after the Meeting for those who were unable to attend.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Poll Card
To be completed only at the AGM if a Poll is called.
1. Ordinary Resolutions
To receive the Company's Annual Report and Accounts for the year ended 31 December 2021 and the related Directors' report and
2. Auditor's report.
To receive and approve the Directors' remuneration report (excluding the Directors' remuneration policy) set out on pages 158 to 176 of
3. the Annual Report and Accounts for the financial year ended 31 December 2021.
To declare a final dividend of US\$0.52 per ordinary share for the financial year ended 31 December 2021 conditional on the Directors'
recommendation to declare that dividend remaining in effect as at the time the resolution is put to the Meeting.
4. To re-elect Mr Vitaly Nesis as a Director of the Company.
5. To re-elect Mr Konstantin Yanakov as a Director of the Company.
6. To re-elect Mr Giacomo Baizini as a Director of the Company.
7. To elect Janat Berdalina as a Director of the Company.
8. To elect Steven Dashevsky as a Director of the Company.
9. To elect Evgueni Konovalenko as a Director of the Company.
10. To elect Riccardo Orcel as a Director of the Company.
11. To elect Paul J. Ostling as a Director of the Company.
12. To provide the Remuneration Committee with the flexibility to adjust the PSP measures in advance of each award.
13. Authority to allot shares.
14. Special Resolutions
Disapplication of pre-emption rights.
15. Disapplication of pre-emption rights for an additional five per cent
Signature 16. Market purchases.
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 Chair.
Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
* 
C0000000000
I/We hereby appoint the Chair 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 Polymetal International plc to be held at The Institute of Directors, 116 Pall Mall, St. James's, London SW1Y 5ED, UK on 25 April 2022 at
9.00 am, and at any adjourned meeting.
For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please use a black pen. Mark with an X
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
To receive the Company's Annual Report and Accounts for the year ended
31 December 2021 and the related Directors' report and Auditor's report.
For
Against
Vote
Withheld
9.
inside the box as shown in this example.
To elect Evgueni Konovalenko as a Director of the Company.
For Against Vote
Withheld
To receive and approve the Directors' remuneration report (excluding the
Directors' remuneration policy) set out on pages 158 to 176 of the Annual
Report and Accounts for the financial year ended 31 December 2021.
10. To elect Riccardo Orcel as a Director of the Company.
To declare a final dividend of US\$0.52 per ordinary share for the financial
year ended 31 December 2021 conditional on the Directors'
recommendation to declare that dividend remaining in effect as at the time
the resolution is put to the Meeting.
11. To elect Paul J. Ostling as a Director of the Company.
To re-elect Mr Vitaly Nesis as a Director of the Company. 12. To provide the Remuneration Committee with the flexibility to adjust the
PSP measures in advance of each award.
To re-elect Mr Konstantin Yanakov as a Director of the Company. 13. Authority to allot shares.
To re-elect Mr Giacomo Baizini as a Director of the Company. 14. Special Resolutions
Disapplication of pre-emption rights.
To elect Janat Berdalina as a Director of the Company. 15. Disapplication of pre-emption rights for an additional five per cent
To elect Steven Dashevsky as a Director of the Company. 16. Market purchases.
Ordinary Resolutions
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

H 7 0 1 1 5 P O M J

Vote