THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document or the action you should take, you are recommended to take advice from a person authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities.

If you have sold or otherwise transferred all of your shares in Petropavlovsk PLC (Petropavlovsk or the Company) please send this document, together with the accompanying form of proxy, to the purchaser or transferee or to the stockbroker, bank, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of shares in Petropavlovsk PLC you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 22 JUNE 2017 AND A LETTER FROM YOUR CHAIRMAN ON THE BUSINESS TO BE CONDUCTED AT THAT MEETING

This document gives notice of the Annual General Meeting, which is to be held at 2.30 p.m. on Thursday 22 June 2017 at 3 More London Riverside, London SE1 2AQ. A form of proxy for use in relation to the Annual General Meeting is enclosed.

A summary of the action to be taken by shareholders of the Company is set out on page 7 and in the Notice of Annual General Meeting set out at the end of this document. Whether or not you propose to attend the Annual General Meeting you are requested to complete and submit a form of proxy in accordance with the instructions printed on the enclosed form of proxy. The return of one or more completed forms of proxy will not prevent you from attending the Annual General Meeting and voting in person if you wish to do so (and are so entitled). To be valid, the form of proxy must be completed and returned, in accordance with the instructions printed thereon, to the Company's registrars, by post to: Capita Asset Services, (PXS), at 34 Beckenham Road, Beckenham, Kent BR3 4TU; or by hand to: Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. You may also submit your proxy electronically using the Shareportal Service at www.signalshares.com. The form of proxy should be returned or, if doing so electronically, the electronic submission should be made, as soon as possible but in any event so as to be received not later than 2.30 p.m. on 20 June 2017.

Petropavlovsk PLC Incorporated in England and Wales with Registered No. 4343841

Directors:

Mr Peter Hambro (Chairman)

Dr Pavel Maslovskiy (Chief Executive Officer) Mr Andrey Maruta (Chief Financial Officer)

Mr Robert Jenkins (Senior Independent Director) Mr Alexander Green (Non-Executive Director) Mr Andrew Vickerman (Non-Executive Director)

Dear Shareholder,

11 Grosvenor Place

Belgravia London SW1X 7HH

T +44 (0)20 7201 8900

Email contact@petropavlovsk.net

www.petropavlovsk.net

Annual General Meeting 2017 (AGM)

I am pleased to invite you to the fifteenth Annual General Meeting of Petropavlovsk PLC, to be held at 3 More London Riverside, London SE1 2AQ, at 2.30 p.m. on Thursday 22 June 2017.

A formal notice convening the AGM is set out on pages 9 to 15 of this document and an explanation of each of the resolutions that the Directors will be proposing at the AGM is set out below.

The Company will be making a presentation on the results for 2016, an update on 2017, including on the underground mining project and the Pressure Oxidation project. It will also cover the Reserve & Resources statement to be issued prior to the AGM. At this point the Board will take questions.

Board proposals

The Company has already announced that, as part of its consideration of Board succession, Petropavlovsk intends to appoint Andrew Vickerman, currently an independent Non-Executive Director of the Company, as independent Non-Executive Chairman and that I would step aside, continuing as an Executive Director. Assuming that the existing Directors are re-elected, this will take place immediately following the conclusion of the AGM. Mr Vickerman's appointment is intended to be for an interim period pending conclusion of an already initiated process for appointing a permanent independent Non-Executive Chairman of Petropavlovsk. The Board has engaged recruitment specialists to assist in this process.

The Company is also continuing its process to appoint a fourth independent Non-Executive Director.

Although currently fully compliant for a company of its size, following these changes, the Board structure will be in line with best practice corporate governance requirements for larger companies as well.

It gives me great pleasure that under direction of the current Board the Company returned to profit in 2016. The Trading Statement for Q1 2017 indicates that this success is continuing. The turnaround has not been easy but I am proud that we have achieved it.

Accordingly the Board recommends that shareholders vote in favour of resolutions 10 to 15 for the re- election of all of the existing directors.

In addition to the resolutions that are normal at an Annual General Meeting certain shareholders have requisitioned additional resolutions and these are included as resolutions 6 to 9. These shareholders have also requested that the Company publish their statements that accompanied the requisitions. These are set out, together with the Board's response and recommendations on pages 5 to 7.

Resolutions to be proposed at the AGM

Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 and 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three- quarters of the votes cast must be in favour of the resolution.

Ordinary business

(Resolution 1) Annual Report and Accounts

The business of the AGM will begin with a resolution to receive and adopt the Annual Report and Accounts of the Company for the year ended 31 December 2016 (the 2016 Annual Report) together with the report of the auditor, which are being posted to shareholders together with this document. Shareholders will have the opportunity to put any questions on the 2016 Annual Report to the Board before the resolution is proposed at the AGM.

(Resolutions 2 and 3) Consider and approve the Directors' Remuneration Report and Remuneration Policy

The Directors' Remuneration Report can be found on pages 87 to 103 of the 2016 Annual Report. An ordinary resolution will be proposed to shareholders to approve the Annual statement from the Chairman of the Remuneration Committee on page 87 and the Annual Report on Remuneration on pages 96 to 103. It should be noted that the vote on the resolution is advisory only.

The Directors' Remuneration Policy can be found on pages 88 to 95 of the 2016 Annual Report. The Directors' Remuneration Policy was approved by shareholders at the AGM in 2014 for a period of three years. During 2016 the Remuneration Committee conducted a review of the current policy to ensure that it continues to meet the Company's aims, which are principally to retain and motivate high-calibre executives and to attract new talent as required, with pay outcomes linked to performance against the Group's strategic objectives. In concluding its review, the Remuneration Committee considered that on the whole the current policy is fit for purpose, well aligned with strategy and reflects the market capitalisation of the Company whilst acknowledging the complexity of the Group. The proposed 2017 policy therefore remains broadly unchanged from the 2014 policy, except for a number of minor amendments to reflect evolving best practice changes. Full details are contained in the 2016 Annual Report.

(Resolutions 4 and 5) Auditors

The Company is required at each Annual General Meeting at which accounts are presented to appoint auditors to hold office until the next such meeting. Deloitte LLP have indicated their willingness to hold office until such meeting. Accordingly Resolution 4 re-appoints Deloitte LLP as auditor to the Company.

Resolution 5 authorises the Directors to determine the remuneration of Deloitte LLP as auditor to the Company.

(Resolutions 6 to 9) Appointment of new Directors

As announced on 12 May 2017, the Company has received requests from Renova Asset Holding Limited (Renova), Sothic Capital European Opportunities Master Fund Limited (Sothic) and M&G Debt Opportunities Fund II Limited (M&G) (shareholders of the Company) for ordinary resolutions to be proposed at the AGM for the appointment of four new directors.

In addition the shareholders have advised that they currently intend to vote against the re-election of the Chairman and the three independent non-executive directors if they offer themselves for re-election.

The statements from Renova and M&G and Sothic (the Requisitioning Shareholders) together with the Board's response are provided on pages 5 to 7.

(Resolutions 10 to 15) Re-election of existing Directors

Although directors of companies who are not FTSE 350 companies are not required to be elected annually by shareholders, as they have in the past, all of the Directors are submitting themselves for re-election at the AGM.

Information on all of the Directors is set out in the Appendix on page 17.

Following the formal Board evaluation which was facilitated by external consultants, the Board believes that the performance of each Director continues to be effective and to demonstrate commitment to the role, including commitment of time for Board and Committee meetings and any other duties. The Board continues to believe that it benefits substantially from their individual and collective experience and expertise. Information on the Board evaluation is contained in the 2016 Annual Report on page 76.

Accordingly, your Board believes that the re-election of each of the Directors is in the best interests of your Company.

Special Business

(Resolution 16) Renewal of the power of the Board to allot Shares

Paragraph (A) of this resolution would give the Directors the authority to allot ordinary shares of the Company up to an aggregate nominal amount equal to £10,900,000. This amount represents approximately one-third of the Company's issued share capital as at 26 May 2017, the latest practicable date before the publication of this Notice.

In line with guidance from the Investment Association (IA), paragraph (B) of Resolution 16 would give the Directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £21,800,000, as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 26 May 2017, the latest practicable date before the publication of this Notice.

The authorities sought under paragraphs (A) and (B) of this resolution will expire at the conclusion of the Annual General Meeting in 2018 or on 30 June 2018, whichever is sooner.

The Directors have no present intention to exercise either of the authorities sought under this resolution, except, under paragraph (A), to satisfy share awards under the Company's Long-Term Incentive Plan, but the Board wishes to ensure that the Company has maximum flexibility in managing the Group's capital resources. Where the Board does use the additional authority described in (B), the Directors intend to follow IA recommendations that all of the Directors will stand for re-election at the next Annual General Meeting.

The Directors will continue to seek to renew this authority at each Annual General Meeting, in accordance with current best practice.

As at the date of this Notice, no shares are held by the Company in treasury.

(Resolutions 17 and 18) Renewal of Directors' authority to allot shares for cash other than to existing shareholders

As in previous years, the Directors are also seeking authority to allot ordinary shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

Resolution 17 contains a two-part waiver. The first is limited to the allotment of shares for cash up to an aggregate nominal value of £1,651,880, which represents approximately 5% of the issued ordinary share capital as at 26 May 2017. The second is limited to the allotment of shares for cash in connection with a rights issue to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example might arise in relation to overseas shareholders.

The waiver granted by Resolution 18 is in addition to the waiver granted by Resolution 17. It is limited to the allotment of shares for cash up to an aggregate nominal value of £1,651,880, which represents a further approximately 5% of the issued ordinary share capital as at 26 May 2017. This further waiver is being sought in accordance with the Pre-emption Group's 2015 Statement of Principles (Statement of Principles). The Statement of Principles permits disapplication authorities of up to 10% of issued share capital in total to be sought provided the additional 5% is used in connection with the financing (or refinancing) of an acquisition or other capital investment of a kind defined in the Statement of Principles.

Petropavlovsk plc published this content on 30 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 May 2017 05:08:27 UTC.

Original documenthttp://www.petropavlovsk.net/images/stories/Pressreleases/2017/Petropavlovsk_Notice_of_Meeting.pdf

Public permalinkhttp://www.publicnow.com/view/63A1A088AA77183AC7FE9606E602162C2B529C0C