OREANDA-NEWS. On May 21, 2009 JSC “Polymetal” (LSE, MICEX, RTS: PMTL) (“Polymetal” or the “Company”) announced that on May 20, 2009, 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.

According to the Board decision, the AGM will begin at Polymetal’s headquarters at the following address: prospect Narodnogo Opolcheniya 2, 198216, St. Petersburg, Russia, on Monday, June 29, 2009, at 10:00am Moscow time. The AGM will be chaired by Vitaly Nesis, CEO of Polymetal.

The Board approved the following agenda for the AGM:

1. To approve the 2008 Annual Report and annual statutory 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 pay out any dividends for the financial year ended December 31, 2008

3. To elect the members of the Board of Directors;
Comment: 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), Marina Gronberg (nominated by VITALBOND Limited, a company that holds more than 10% of the total share capital of Polymetal), Ashot Khachaturyants (nominated by the Board), Vitaly Nesis (nominated by Powerboom Investments Limited, a company that holds more than 10% of the total share capital of Polymetal), John O'Reilly (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 Deloitte Touche CIS as the Company’s auditor for 2009
                  
6. To approve the amended Charter of the Company;
Comment: the amended Charter reflects the liquidation of the Company’s representative office in Moscow

7. To approve interested party transactions that may be entered into by the Company in the future.
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 is seeking shareholders’ approval for potential interested party transactions where the amount borrowed or secured does not exceed 5 billion roubles (c. US157 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 (20.4% per annum based on today’s refinancing rate of 12% per annum), and the term of the loan or security does not exceed 5 years.

IMPORTANT INFORMATION FOR SHAREHOLDERS
The Board has fixed May 21, 2009 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 9:00am Moscow time on June 29, 2009) 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 results of voting will be determined by OAO “Registrator R.O.S.T.” based on the bulletins received at this address not later than 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 1112) from 10am until 5pm Moscow time on any working day, except weekends, from May 29, 2009 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 not later than 30 days before the date of the AGM, 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.