Polymetal International plc
Polymetal International plc: Results of GM

Polymetal International plc

Results of GM

Polymetal International plc (the “Company”) announces that at the General Meeting (“GM”) of the Company which was held on Friday, 8 December 2023, at 10.00 am Astana time (GMT+6), all resolutions proposed by the Directors in the Notice of the GM dated 23 November 2023 were duly passed with the results as stated below.

Voting results

* Resolutions 1 and 2 are special resolutions and resolution 3 is an ordinary resolution.
** The Company holds 41,614,678 ordinary shares in treasury, which do not enjoy any voting or economic rights. Therefore, the total number of voting rights in the Company as of the GM date is 473,645,141.

With these resolutions passed, the Exchange Offer announced on 23 November 2023 is approved. Further details of the Exchange Offer can be found in the combined shareholder circular and notice of General Meeting (the “Circular”) and press release published on 23 November 2023. The documents are available at the link: https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/.

The Company is currently finalising arrangements with Nominated Brokers. Details of the Nominated Brokers, exchange instructions and further course of actions will be announced in due course.

Background

On 3 June 2022, the EU imposed sanctions on NSD, which effectively blocked the operations between Euroclear and NSD. As a result of such sanctions, prior to the First Exchange Offer, Shareholders holding approximately 22% of the Company’s issued share capital were unable to take part in any corporate actions of the Company and/or receive dividends. This prevented the Company from being able to carry out certain corporate actions with the involvement of a significant part of its shareholder base.

On 22 September 2022, the Board announced the First Exchange Offer to exchange certain shares eligible under the terms of such offer for newly issued shares. A total of 41,614,678 Shares (or approximately 8% of the total number of voting rights in the Company) were repurchased by the Company under the First Exchange Offer which was completed on 11 October 2023. The Company now holds 41,614,678 Shares in treasury, which, according to AIFC Law, do not enjoy any voting or economic rights.

Approximately 14% of the Company’s Shares were not eligible to participate in the First Exchange Offer although were affected, and therefore continue to be impacted by the restrictions imposed even though the shareholders themselves might not be subject to an asset freeze insofar as the Company is aware. As a result, the Company continues to be prevented from carrying out certain corporate actions with the involvement of a significant part of its shareholder base.

On 7 August 2023, the Company announced the successful completion of the re-domiciliation of the Company from Jersey to the AIFC. As a result of the re-domiciliation, certain restrictions which previously prevented the First Exchange Offer from being addressed to Eligible Shareholders no longer apply. On 23 November 2023, the Company announced its intention to conduct the Second Exchange Offer to tender Eligible Shares for exchange in consideration for the issue of Exchange Shares on a one-for-one basis.

Timetable

The above times and/or dates may be subject to change by the Company and in the event of any such change, the revised times and/or dates will be notified to Shareholders by an announcement through the Company website or as otherwise may be required under the AIFC Laws and the AIX Business Rules.

Unless otherwise defined herein, defined terms have the same meaning as defined in the Circular.

Copies of all the above documents are also available on the Company’s website at https://www.polymetalinternational.com/en/investors-and-media/shareholder-centre/general-meetings/.

Enquiries

FORWARD-LOOKING STATEMENTS

This release may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements speak only as at the date of this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “should” or similar expressions or, in each case their negative or other variations or by discussion of strategies, plans, objectives, goals, future events or intentions. These forward-looking statements all include matters that are not historical facts. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the company’s control that could cause the actual results, performance or achievements of the company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the company’s present and future business strategies and the environment in which the company will operate in the future. Forward-looking statements are not guarantees of future performance. There are many factors that could cause the company’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements. The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.