TIDMPOG
RNS Number : 0737X
Petropavlovsk PLC
30 December 2021
30 December 2021
Petropavlovsk PLC
Update on Voting Results at the Annual General Meeting
At the Annual General Meeting ("AGM") of Petropavlovsk PLC (the
"Company") on 30 June 2021, 20 per cent or more of votes cast were
cast against the resolutions listed below. The Company reported the
results of AGM voting in its announcement of 1 July 2021. The
resolutions in question and voting results on each are as
follows:
R esolutions % For % A gainst
3 To approve the directors ' remuneration policy 33.93% 66.07%
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To approve changes to the long - term incentive
4 plan 37.95% 62.05%
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5 To approve the bespoke share option plan 20.71% 79.29%
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9 To elect Denis Alexandrov as a director 46.71% 53.29%
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14 To authorise the directors to allot shares 29.34% 70.66%
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To authorise the directors to allot shares in connection
15 with a rights issue 32.79% 67.21%
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16 To dis-apply pre-emption rights on an allotment 32.90% 67.10%
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To dis-apply pre-emption rights on an allotment
17 for financing purposes 32.89% 67.11%
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To authorise the convening of a general meeting
18 on not less than 14 clear days' notice 61.54% 38.46%
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In its announcement of 1 July 2021, the Company confirmed its
intent to consult shareholders in accordance with the UK Governance
Code 2018 in order to understand better their concerns as expressed
in voting at the AGM and to seek to address them to the extent
possible in the best interests of all shareholders.
The Company has solicited views from larger investors on the
underlying reasons for the votes against. These responses included
a range of views and, while they were not always consistently
expressed, key views included:
-- More needs to be done to improve the Company's performance and shareholder value, both in terms of the share
price and returns to shareholders. There was a range of dissatisfaction expressed in this regard.
-- A significant proportion of management's remuneration should be based on performance, including specifically
delivering sustainable returns to shareholders. The directors' remuneration policy and proposals for
implementation of that policy in 2021 were not perceived to create a sufficient link between potential pay
outcomes and the achievement of specific and measurable KPIs based on strategic imperatives.
-- The quantum of pay proposed for the Chief Executive Officer ("CEO") and the bespoke share option plan put forward
for shareholder approval gave rise to particular concerns. Notwithstanding that the remuneration package of the
CEO (including the bespoke share option plan) had been discussed with and approved by major shareholders prior to
the appointment of Denis Alexandrov, and despite the level of risk and uncertainty assumed by the CEO on taking
on his role, some investors expressed the view that the potential quantum of the award and the lack of applicable
performance conditions created a misalignment with shareholder experience.
-- Shareholders are keen to receive and have sight of the Company's revised strategy and see this as key to
determining what acceptable performance looks like.
-- UGC, the Company's largest shareholder, reiterated its public opposition to the Company proceeding with the
disposal of its interest in IRC Limited to Stocken Board AG. UGC issued proceedings against the Company and its
directors in this regard (the "Proceedings"). On 2 December 2021 the High Court found in favour of the Company
and dismissed in an application filed by UGC in connection with the Proceedings. UGC has now informed the Company
that the Proceedings have been formally discontinued and announced that it would continue to explore options to
protect the interests of the Company and its shareholders.
-- These factors appear to have contributed to an unwillingness to mandate the Board to take steps which could
result in the dilution of shareholder interests, coloured attitudes to other resolutions, including those on the
directors' remuneration policy, which was otherwise expressed by some to be uncontroversial, and influenced
voting on the election of the CEO and the Chairperson of the Remuneration Committee to the Board.
The Board notes the strength of shareholder sentiment and will take all due account of the
views of shareholders. To address these concerns the Board intends:
-- To publish the Company's revised strategy and development
plan for the next three years in Q1 2022.
-- The publication of the revised strategy will precede a
consultation with major shareholders on a directors'
remuneration policy to be put to shareholders at the AGM
in Q2 2022. It is the firm intention of the Board that
this remuneration
policy
be designed to support and advance the strategy and
promote the Company's long-term sustainable success;
and
be implemented so as to create alignment with
shareholder experience, ensuring that executive pay is
aligned to the Company's purpose
and values and that a significant portion of executive
remuneration is dependent on the achievement of
specific, measurable, time
bound and relevant KPIs.
The Board is grateful to shareholders for their time and
attention in providing feedback on these matters. The Board remains
committed to strengthening the governance of the Company and will
continue to engage with larger shareholders and institutional
investors in order to understand better their views and, in
particular, to help shape remuneration policy and practice for
2022.
About Petropavlovsk
Petropavlovsk PLC (LSE: POG. MOEX: POGR) is a major integrated
Russian gold producer with JORC Resources of 19.50Moz Au which
include Reserves of 7.16Moz Au. Following its IPO on the
Alternative Investment Market (AIM) in 2002, Petropavlovsk was
promoted to the London Stock Exchange in 2009, where today it is a
Premium Listed company and a constituent of the FTSE 250, FTSE 350
and FTSE All Share indices. The Company's shares also trade on the
Moscow Exchange and are a constituent of the RTS Index and MOEX
Index.
The Company's key operating mines (Pioneer, Malomir and Albyn)
and its Pokrovskiy Pressure Oxidation (POX) Hub, are located in the
Amur Region in the Russian Far East. Petropavlovsk has produced a
total of c.8.6Moz of gold since operations began in 1994 and has a
strong track record of mine development, expansion, and asset
optimisation.
Petropavlovsk is one of the region's largest employers and one
of the largest contributors to the sustainable development of the
local economy.
For more information
Please visit www.petropavlovskplc.com or contact:
Petropavlovsk PLC +44 (0) 20 7201 8900
John Mann / Max Zaltsman TeamIR@petropavlovskplc.com
Hudson Sandler +44 (0) 20 7796 4133
Charlie Jack / Elfie Kent Petropavlovsk@hudsonsandler.com
Cautionary note on forward-looking statements
This release may include statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts. They appear in a number of places throughout this release
and include, but are not limited to, statements regarding the
Group's intentions, beliefs or current expectations concerning,
among other things, the future price of gold, the Group's results
of operations, financial position, liquidity, prospects, growth,
estimation of mineral reserves and resources and strategies, and
exchange rates and the expectations of the industry. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances [outside the
control of the Group. Forward-looking statements are not guarantees
of future performance and the development of the markets and the
industry in which the Group operates may differ materially from
those described in, or suggested by, any forward- looking
statements contained in this release. In addition, even if the
development of the markets and the industry in which the Group
operates are consistent with the forward looking statements
contained in this release, those developments may not be indicative
of developments in subsequent periods. A number of factors could
cause results and/or developments to differ materially from those
expressed or implied by the forward-looking statements including,
without limitation, general economic and business conditions,
demand, supply and prices for gold and other long-term commodity
price assumptions (and their effect on the timing and feasibility
of future projects and developments), trends in the gold mining
industry and conditions of the international gold markets,
competition, actions and activities of governmental authorities
(including changes in laws, regulations or taxation), currency
fluctuations (including as between the US Dollar and Rouble), the
Group's ability to recover its reserves or develop new reserves,
changes in its business strategy, any litigation, and political and
economic uncertainty. Except as required by applicable law, rule or
regulation (including the Listing and Disclosure Guidance and
Transparency Rules), the Group does not undertake any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. Past
performance cannot be relied on as a guide to future performance.
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