Prosperity Capital Management Welcomes Glass Lewis’ Voting Recommendations to Petropavlovsk Shareholders

Prosperity Capital Management (“Prosperity”), a leading Russia-focused asset manager that controls approximately 20 per cent of the outstanding share capital of Petropavlovsk PLC (“the Company”), today commented on the voting recommendations made by independent proxy advisor Glass Lewis in advance of the Company’s extraordinary general meeting to be held on 10 August. Glass Lewis’ analysis recommends that Petropavlovsk shareholders:

• VOTE FOR the six highly qualified director nominees nominated by Prosperity represented by Resolutions 1-6;
• VOTE AGAINST the election of Everest Alliance Limited’s (“Everest”) nominees represented by resolutions 7-8; and
• VOTE AGAINST Resolution 18 which proposes to remove any director who may be appointed since July 9, 2020 until the conclusion of the requisitioned general meeting - this would include the six nominees proposed by Prosperity

Prosperity is pleased that Glass Lewis recognises the importance of reconstituting the Petropavlovsk Board with a majority of independent directors as well as the risks posed to shareholders by Everest’s proposed candidates and Resolution 18. Like ISS, the recommendations by Glass Lewis demonstrate that Petropavlovsk and its shareholders deserve a fair say in ensuring Petropavlovsk has a strong, independent and balanced Board that can create sustainable value.

Based on these recommendations, Prosperity affirms that this vote is about providing unaffiliated minority shareholders with adequate information to make an informed decision with respect to the future of their company. It is critical that shareholders follow Glass Lewis’ recommendations and VOTE FOR Resolutions 1 - 6 and VOTE AGAINST Resolutions 7, 8 and 18 at the EGM to protect against a potential creeping takeover by affiliated parties and to maintain a strong and professional Board that is able to resist any inappropriate pressure to sell the company on the cheap. The ongoing development of Petropavlovsk and any bid for the Company should be considered independently, in the interests of all shareholders and certainly not by a small board aligned to a potential suitor.

For more information, including instructions on how to vote your shares, please visit www.Stop-Takeover-Of-POG.com.

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About Prosperity Capital Management

Founded in 1996, Prosperity Capital Management is a leading Russia-focused asset manager controlling assets of around USD 4 billion on behalf of pension funds, endowments, foundations, family offices, sovereign wealth funds and high net worth individuals from across Europe, North America, Middle East and Australasia. The firm employs a long-term, fundamental value, active and engaged shareholder approach to access the public equity investment opportunity amongst Russian and Former Soviet Union companies.

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