OREANDA-NEWS. On August 07, 2009 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 Extraordinary General Meeting (“EGM”) of Polymetal’s shareholders in the form of absentee voting on September 16, 2009, reported the press-centre of Polymetal.

The Board approved the form and text of the voting bulletins and set September 16, 2009 as the last date when voting bulletins shall be accepted. Filled and signed voting bulletins should be sent to the following address: OAO “Registrator R.O.S.T.”, P.O. Box 9, Stromynka Street 18/13, Moscow, 107996, Russia.

The Board approved the following agenda of the EGM:
1.    To approve the amended Charter of the Company.
Comment: the amended Charter provides for creation of a Collective Executive Body of the Company – a Management Board. The Company made a decision to create the Management Board in order to strengthen its corporate governance standards in accordance with the Code of Corporate Behavior recommended by the Federal Commission for the Securities Market (former name of  the Federal Financial Markets Services of Russia (“FSFR”)) on April 4, 2002. The other corporate governance provisions addressed in the amended Charter relate to ethics, human rights, environment, and anti-corruption.

2.    To approve the Management Board Regulations of the Company.
Comment: the Management Board Regulations is an internal document that determines responsibilities of the Management Board and otherwise regulates its activity.

3.    To approve interrelated interested party transactions (transactions in relation to Polymetal Trading Ltd.).
Comment: under Russian law, such transactions as surety agreements securing obligations of any of the Company’s 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 Polymetal entering into surety agreements with NOMOS-BANK which secure obligations of Polymetal Trading Ltd., the Company’s wholly-owned subsidiary, under the ECA-covered loan agreements described in the Company’s press-releases dated July 9, 2009.

4.    To approve interrelated interested party transactions (transactions in relation to JSC Varvarinskoye).
Comment: under Russian law, such transactions as corporate guarantees securing obligations of any of the Company’s 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 Polymetal entering into a US90 million corporate guarantee and certain other security documents relating to potential restructuring of current debt and hedging obligations of JSC Varvarinskoye (“JSCV”) in association with the proposed acquisition of JSC Varvarinskoye described in the Company’s press-release dated June 15, 2009.

IMPORTANT INFORMATION FOR SHAREHOLDERS
The Board has fixed August 11, 2009 as the record date for determining shareholders eligible for participating in the EGM.

The Board also approved the written information (specifically, draft of the proposed amended Charter of the Company, draft of the proposed Management Board Regulations, and draft of the proposed voting bulletins) that will be provided to shareholders who are eligible to participate at the EGM. 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 till 5pm Moscow time on any working day, except weekends, from August 26, 2009.
All shareholders eligible to participate in the EGM shall be sent a written notice of the EGM 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 EGM, not later than 20 days before the date of the EGM.