Notice of Annual General Meeting of shareholders and other Board resolutions

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Saint-Petersburg, Russia, May 25, 2010 – JSC “Polymetal” (LSE, MICEX, RTS: PMTL) (“Polymetal” or the “Company”) announces that on May 24, 2010 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.

The AGM will begin at Polymetal’s headquarters at prospect Narodnogo Opolcheniya 2, 198216, St. Petersburg, Russia, on Tuesday, June 29, 2010, at 12:00am Moscow time.

The Board approved the following agenda for the AGM:

1.    To approve the statutory annual report and annual 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 declare and pay out any dividends for the financial year ended December 31, 2009

3.    To elect the members of the Board of Directors;

Comment: the numerical composition of the Company’s Board of Directors consists of 10 members. 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), Jean-Pascal Duvieusart (nominated by Pearlmoon Limited, a company that holds more than 10% of the total share capital of Polymetal), Marina Grönberg (nominated by VITALBOND Limited, a company that holds more than 10% of the total share capital of Polymetal), Leonard Homeniuk (nominated by the Board), Ashot Khachaturyants (nominated by the Board), Vitaly Nesis (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 HLB Vneshaudit as the auditor of the Company’s 2010 statutory financial statements

6.    To approve the amended Regulations on the Board of Directors of the Company;

Comment: according to the existing Regulations, a member of the Board of Directors nominated by a shareholder holding more than 20% of the total share capital of Polymetal, cannot be viewed as an independent director. The amended Regulations lower this threshold to 10%

7.    To approve interested party transactions that may be entered into by the Company in the future.

Comment: under Russian law, certain transactions entered into or to be entered into by a Joint Stock Company 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%). Polymetal is seeking shareholders’ approval for the following interested party transactions:
(1)    Loan agreements between the Company and any of its subsidiaries where the amount borrowed does not exceed 5 billion roubles (c. US$162 million on the basis of the Bank of Russia exchange rate as of today) and the term of the relevant loan does not exceed 5 years;
(2)    Surety and pledge agreements securing obligations of any of its subsidiaries owed to third parties where the amount secured does not exceed 5 billion roubles (c. US$162 million on the basis of the Bank of Russia exchange rate as of today);
(3)    Transactions related to increase of the charter capital of OOO “Resursi Albazino” (Albazino Resources Ltd.) and/or contributions to the property of OOO “Resursi Albazino” (Albazino Resources Ltd.) for the total amount not exceeding 2.5 billion roubles (c. US$81 million on the basis of the Bank of Russia exchange rate as of today);
(4)    Transactions with any of the Company’s subsidiaries aimed at acquisition by the Company of the rights in relation to OOO “Resursi Albazino” (Albazino Resources Ltd.) for the total amount not exceeding 2.5 billion roubles (c. US$81 million on the basis of the Bank of Russia exchange rate as of today);
(5)    Loan and/or credit line agreements between the Company and NOMOS-BANK and pledge agreements securing the Company’s obligations under such loan and/or credit line agreements where the amount borrowed or secured does not exceed 5 billion roubles (c. US$162 million on the basis of the Bank of Russia exchange rate as of today) and the term of the relevant loan does not exceed 5 years;
(6)    Directors, officers and company corporate liability insurance policies with the minimum limit of liability of US$50 million.

IMPORTANT INFORMATION FOR SHAREHOLDERS
The Board has fixed May 24, 2010 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 11:00am Moscow time on June 29, 2010) 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 deadline for the completed and signed voting bulletins to be received by OAO “Registrator R.O.S.T.” at this address is 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 606) from 10am until 5pm Moscow time on any working day, except weekends, from May 28, 2010 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, 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, not later than 30 days before the date of the AGM.

OTHER BOARD RESOLUTIONS
In addition to the above, the Company’s Board of Directors has also approved the statutory 2009 Annual Report (preliminarily), the Audit Committee report for 2009, the Remuneration and Nomination Committee report for 2009, ZAO Deloitte Touche CIS as the auditor of the Company’s US GAAP consolidated financial statements for 2010, and the Dividend Policy Regulations.

ABOUT POLYMETAL
Polymetal is a Russian gold and silver miner with operations and development projects in Russia and Kazakhstan. The Company produced 0.6 million of gold equivalent ounces in 2009 and is targeting to double its total production by 2012 mostly as a result of commissioning of the new projects, all of which are now under construction. A key element of Polymetal’s strategy is creation of processing hubs with the goal to ensure the most efficient and responsible utilization of financial and human capital by treating ores and concentrates from various sources at centralized locations.

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THIS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, “FORWARD-LOOKING STATEMENTS”.  THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF THIS RELEASE.  THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS “TARGETS”, “BELIEVES”, “EXPECTS”, “AIMS”, “INTENDS”, “WILL”, “MAY”, “ANTICIPATES”, “WOULD”, “COULD” OR “SHOULD” OR SIMILAR EXPRESSIONS OR, IN EACH CASE THEIR NEGATIVE OR OTHER VARIATIONS OR BY DISCUSSION OF STRATEGIES, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS.  THESE FORWARD-LOOKING STATEMENTS ALL INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS.  BY THEIR NATURE, SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY’S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY’S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY WILL OPERATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE.  THERE ARE MANY FACTORS THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE COMPANY’S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED.

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