PJSC Chelyabinsk Zinc Plant - Notice of AGM

PJSC Chelyabinsk Zinc Plant, 24 Sverdlovsky Trakt, Chelyabinsk 454008, Russian Federation.

The deadline for submission of completed voting ballots: June 28, 2018.

The Annual General Meeting will be held at the following venue: The Conference Hall of the plant administration building (bldg. 4), situated at: 24 Sverdlovsky Trakt, Chelyabinsk, Russian Federation.

The Annual General Meeting will start at 10:00AM (local time), with the registration of meeting participants beginning at 09:00AM (local time).

The Annual General Meeting will address the following agenda items:

Approval of the annual report, annual accounting (financial) statements of PJSC CZP for 2017.

Distribution of profit (including payment (declaration) of dividends) and losses of PJSC CZP according to the results of the reporting year 2017.

Election of members of the Board of Directors of PJSC CZP.

Election of members of the Internal Audit Commission of PJSC CZP.

Approval of independent auditors of PJSC CZP.

Passing a resolution on giving consent to a related-party transaction on insurance of liability of directors and officers of PJSC CZP.

Determining the price of services for insurance of liability of directors and officers of PJSC CZP.

Passing resolutions on application of PJSC CZP to delist PJSC CZP’s shares from PJSC Moscow Stock Exchange, on application of PJSC CZP to the Bank of Russia to exempt PJSC CZP from the obligation to disclose the information pursuant to the laws of the Russian Federation on securities, and on making amendments to the charter of PJSC CZP eliminating the indication that PJSC CZP is a public company.

The Board of Directors of PJSC CZP has decided to recommend to the Annual General Meeting not to distribute the profit of 5,378,546 thousand rubles, received by PJSC CZP according to the results of the reporting 2017 year. Dividends on the results of the 2017 fiscal year are not payable.

In accordance with Article 75 of Russian Federal Law “On Joint-Stock Companies” the Board of Directors has determined the price of the buy-back by PJSC CZP of PJSC CZP’s shares from those shareholders who will have the right to require PJSC CZP to buy-back all or a part of their shares in the amount of RUB 633 (six hundred thirty three) roubles 14 (fourteen) kopecks per one ordinary share based on (and not lower than) (i) the market value of one ordinary share of PJSC CZP determined by an independent appraiser, Limited Liability Company “Otsenochnaya kompaniya “Apriori”, being equal to RUB 633 (six hundred thirty three) roubles 14 (fourteen) kopecks (according to Report No. 18-04-382 dated 23 May 2018); and (ii) the weighted average price per one ordinary share of PJSC CZP determined based on the results of the on-exchange trading for the six months preceding the date of the decision of the Board of Directors to convene the Annual General Meeting, being equal to RUB 511 (for the period from 24.11.2017 to 24.05.2018 according to the note provided by PJSC Moscow Stock Exchange No.75-06/407 dated 25.05.2018). 

As a result of a significant decrease of the free float of the global depositary receipts (“GDRs”) on the London Stock Exchange, which GDRs represent rights in relation to PJSC CZP’s ordinary shares, the Board of Directors has decided that the GDR programme should no longer be considered as one of PJSC CZP’s business priorities. Therefore, the Board of Directors has resolved to terminate the GDR programme and to delist any outstanding GDRs which are listed on Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange. The General Director of PJSC CZP has been authorised to perform all the necessary activities for the purposes of implementing that decision.

The information (materials) that must be provided to shareholders in preparation for the Annual General Meeting will be on display from June 09, 2018 (in weekdays during working hours from 10:00AM to 04:00PM) at the Department of legal and property relations of PJSC CZP: 24 Sverdlovsky Trakt, Chelyabinsk, Russia, 454008.

About Chelyabinsk Zinc Plant

Chelyabinsk Zinc Plant is the leading Russian zinc producer. In 2017 the plant produced 183,002 tonnes of saleable SHG zinc.

According to consolidated IFRS accounts, revenue in 2017 was RUB 38,548 mln and EBITDA was RUB 9,266 mln.

CZP ordinary shares are traded on the Moscow exchange under ticker CHZN and Global Depositary Receipts (GDR) are traded on the London Stock Exchange under ticker CHZN.

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Investor and Media Contacts:

Natalya Vasilieva, PR, ngv@zinc.ru

Tel: +7 (351) 799-01-52