OREANDA-NEWS. JSC “Polymetal” (LSE, MICEX, RTS: PMTL) (“Polymetal” or the “Company”) announces that the Company’s Board of Directors (the “Board”) made a decision to hold the Annual General Meeting (“AGM”) of Polymetal’s shareholders on June 29, 2009, reported the press-centre of Polymetal.

The AGM will begin at Polymetal’s headquarters at prospect Narodnogo Opolcheniya 2, 198216, St. Petersburg, Russia, on Tuesday, June 29, 2010, at 12:00am Moscow time.
The Board approved the following agenda for the AGM:


1. To approve the statutory annual report and annual financial statements, including the income statement of the Company;

2. To consider distribution of the profits of the Company based on the financial year results, including dividends payment;

Comment: the Board’s recommendation is not to declare and pay out any dividends for the financial year ended December 31, 2009

3. To elect the members of the Board of Directors;
Comment: the numerical composition of the Company’s Board of Directors consists of 10 members. The candidates are: Sergey Areshev (nominated by Powerboom Investments Limited, a company that holds more than 10% of the total share capital of Polymetal), Jonathan Best (nominated by the Board), Jean-Pascal Duvieusart (nominated by Pearlmoon Limited, a company that holds more than 10% of the total share capital of Polymetal), Marina Gronberg (nominated by VITALBOND Limited, a company that holds more than 10% of the total share capital of Polymetal), Leonard Homeniuk (nominated by the Board), Ashot Khachaturyants (nominated by the Board), Vitaly Nesis (nominated by the Board), Russel Skirrow (nominated by the Board), Martin Schaffer (nominated by Pearlmoon Limited, a company that holds more than 10% of the total share capital of Polymetal), Ilya Yuzhanov (nominated by the Board), and Konstantin Yanakov (nominated by Powerboom Investments Limited, a company that holds more than 10% of the total share capital of Polymetal)

4. To elect the members of the Revision Committee;
Comment: the candidates are: Alexander Kazarinov, Denis Pavlov, and Alexander Zarya

5. To approve the Company’s auditor;
Comment: the Board’s recommendation is to appoint ZAO HLB Vneshaudit as the auditor of the Company’s 2010 statutory financial statements

6. To approve the amended Regulations on the Board of Directors of the Company;
Comment: according to the existing Regulations, a member of the Board of Directors nominated by a shareholder holding more than 20% of the total share capital of Polymetal, cannot be viewed as an independent director. The amended Regulations lower this threshold to 10%

7. To approve interested party transactions that may be entered into by the Company in the future.

Comment: under Russian law, certain transactions entered into or to be entered into by a Joint Stock Company 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%). Polymetal is seeking shareholders’ approval for the following interested party transactions:

(1)    Loan agreements between the Company and any of its subsidiaries where the amount borrowed does not exceed 5 billion roubles (c. USD162 million on the basis of the Bank of Russia exchange rate as of today) and the term of the relevant loan does not exceed 5 years;

(2)    Surety and pledge agreements securing obligations of any of its subsidiaries owed to third parties where the amount secured does not exceed 5 billion roubles (c. USD162 million on the basis of the Bank of Russia exchange rate as of today);

(3)    Transactions related to increase of the charter capital of OOO “Resursi Albazino” (Albazino Resources Ltd.) and/or contributions to the property of OOO “Resursi Albazino” (Albazino Resources Ltd.) for the total amount not exceeding 2.5 billion roubles (c. USD1 million on the basis of the Bank of Russia exchange rate as of today);

(4)    Transactions with any of the Company’s subsidiaries aimed at acquisition by the Company of the rights in relation to OOO “Resursi Albazino” (Albazino Resources Ltd.) for the total amount not exceeding 2.5 billion roubles (c. USD1 million on the basis of the Bank of Russia exchange rate as of today);

(5)    Loan and/or credit line agreements between the Company and NOMOS-BANK and pledge agreements securing the Company’s obligations under such loan and/or credit line agreements where the amount borrowed or secured does not exceed 5 billion roubles (c. USD62 million on the basis of the Bank of Russia exchange rate as of today) and the term of the relevant loan does not exceed 5 years;

(6)    Directors, officers and company corporate liability insurance policies with the minimum limit of liability of USD0 million.

IMPORTANT INFORMATION FOR SHAREHOLDERS
The Board has fixed May 24, 2010 as the record date for determining the shareholders who are eligible to participate in the AGM. Eligible shareholders will be able to vote in person at the AGM (registration of AGM participants will begin at the address stated above at 11:00am Moscow time on June 29, 2010) or by sending completed and signed voting bulletins (the form and text of the voting bulletins have been also approved by the Board) to the following address: OAO “Registrator R.O.S.T.”, P.O. Box 9, Stromynka Street 18/13, Moscow, 107996, Russia (the deadline for the completed and signed voting bulletins to be received by OAO “Registrator R.O.S.T.” at this address is two days prior to the date of the AGM).

The Board has also approved the written information that will be provided to shareholders who are eligible to participate at the AGM. This information will be available to such shareholders at the Company’s headquarters at prospect Narodnogo Opolcheniya 2, St. Petersburg, 198216, Russia (room 606) from 10am until 5pm Moscow time on any working day, except weekends, from May 28, 2010 until the date of the AGM.

All shareholders eligible to participate in the AGM will be sent a written notice of the AGM and the voting bulletins, and holders of the Company’s GDRs will be sent voting materials enabling them to instruct the depositary how to vote on the resolutions to be proposed at the AGM, not later than 30 days before the date of the AGM.

OTHER BOARD RESOLUTIONS
In addition to the above, the Company’s Board of Directors has also approved the statutory 2009 Annual Report (preliminarily), the Audit Committee report for 2009, the Remuneration and Nomination Committee report for 2009, ZAO Deloitte Touche CIS as the auditor of the Company’s US GAAP consolidated financial statements for 2010, and the Dividend Policy Regulations.