OREANDA-NEWS. March 11, 2008. OJSC Polyus Gold (RTS, MICEX and LSE - PLZL), Russia’s leading gold producer, today announced the decisions taken by its Board on a meeting held today, March 11, 2008, relating to the upcoming extraordinary general shareholders meeting (EGM), which will take place on April 7, 2008. Particularly, the Board approved the list of nominees to the Board (according to Russian legislation the shareholders whose stake exceed 2% have the right to nominate their representatives to the Bod).

The Board meeting also approved the ballot for the EGM, the list of documents to be provided to the shareholders as well as the materials distribution procedure. The Board also approved the Board’s report for the EGM, articulating its position on the agenda items.

The Board came to the conclusion to recommend that the shareholders vote FOR the introduction of amendments into the Charter of OJSC Polyus Gold, and AGAINST the early termination of the powers of the Board.

The Board believes that the proposed amendments conform to the Russian and international norms of corporate governance. They would allow for enhancing significantly the role of the Board of Directors in taking decisions of strategic importance, as well as in conclusion of important transactions, which do not formally fall under the criteria of either major transactions or interested-party transactions.

Moreover, the proposed amendments would enable the Board to strengthen its control over the company’s activities by way of participation in the formation of the company’s managerial bodies, as well as taking part in decision making process of the company’s subsidiaries for those decisions that might directly or indirectly effect the market capitalization of Polyus Gold.

The Board’s recommendation to vote AGAINST the early termination of the power of the Board elected by the annual shareholders meeting (AGM) in June 2007 is based on the assessment of the results of the present Board’s activities and its contribution into the company’s success.

Most Board members of the existing Board of Polyus Gold were elected upon the company’s creation in 2006. Their efforts have helped the company to take its position among global gold mining leaders.  The existing Board had formed the company’s long-term strategy until 2015, one of the most ambitious strategies in the industry, and made several importance steps towards its implementation.
Particularly, the largest in Russia ore processing plant was developed on Olimpiada mine in Krasnoyarsk region. Impressive results have been achieved on the exploration and reserves addition front – the company’s reserves in accordance with JORC standards have been increase 4 times, making Polyus Gold the forth largest globally in terms of reserves.

The present Board of Directors is well balanced in terms of the representation of interests of both major and minority shareholders. The latter are represented on the Board by independent directors, which meets international corporate governance guidance.

Polyus Gold is the largest gold producer in Russia. Headquartered in Moscow, Polyus Gold’s operating mines and development/exploration projects are located in five major gold mining regions of Russia - Krasnoyarsk, Irkutsk, Magadan, Amur regions and the Republic of Sakha (Yakutia). The company produced 1.2 m oz of gold in 2007.