OREANDA-NEWS. July 03, 2009. JSC “Polymetal” (LSE, MICEX, RTS: PMTL) (“Polymetal” or the “Company”) announced the results of the Annual General Meeting (“AGM”) of Polymetal’s shareholders that was held at the Company’s headquarters, reported the press-centre of Polymetal.

All resolutions of the agenda were approved by the AGM, specifically:

The 2008 Annual Report and annual statutory financial statements, including the income statement of the Company, were approved;

It was decided not to pay out any dividends for the financial year ended December 31, 2008;

The following members of the Board of directors of the Company were elected: Sergey Areshev, Jonathan Best, Marina Gronberg, Ashot Khachaturyants, Vitaly Nesis, John O'Reilly, Russel Skirrow, Martin Schaffer, Ilya Yuzhanov, and Konstantin Yanakov;

The following members of the Revision committee of the Company were elected: Alexander Kazarinov, Denis Pavlov, and Alexander Zarya;

ZAO Deloitte Touche CIS was approved as the Company’s auditor for 2009;

The amended Charter of the Company was approved;
Comment: the amended Charter reflects the liquidation of the Company’s representative office in Moscow.

Interested party transactions that may be entered into by the Company in the future were approved.

Comment: under Russian law, such transactions as loan agreements between the Company and any of its subsidiaries and surety and pledge agreements securing obligations of any of its subsidiaries owed to third parties are considered to be interested party transactions and need to be approved by a majority of ‘non-interested’ shareholders (i.e. shareholders whose ownership in the Company does not exceed 20%). The Company received shareholders’ approval for potential interested party transactions where the amount borrowed or secured does not exceed 5 billion roubles (c. US160 million on the basis of the Bank of Russia exchange rate as of today), the interest rate charged under the relevant loan does not exceed 1.7 times the Bank of Russia refinancing rate (19.55% per annum based on today’s refinancing rate of 11.50% per annum), and the term of the loan or security does not exceed 5 years.