POLYUS GOLD INTL LTD 15/07/2009 AGM
NoneOJSC Polyus Gold and KazakhGold Group Limited are announced on 12 June 2009 that they have agreed the terms of a recommended partial offer to be made by Jenington International Inc., an indirect wholly-owned subsidiary of Polyus Gold, to acquire 50.1% of the issued ordinary share capital of KazakhGold. Gold Lion (which holds KazakhGold Shares for the benefit of the Assaubayev family) has entered into an irrevocable undertaking with Jenington to accept and vote in favour of the Partial Offer in respect of its entire holding of 22,100,000 KazakhGold Shares, representing, in aggregate, approximately 41.7% of the existing issued ordinary share capital of KazakhGold.

Upon completion of the offer, Kanat Shaikhanovich Assaubayev will remain as a member of the Board of KazakhGold and David Netherway will remain as an independent non-executive director. All other directors have notified KazakhGold of their intention to resign upon completion of the Offer and it is expected that Evgueni I. Ivanov, Oleg V. Ignatov, Boris A. Zakharov and German R. Pikhoya will be invited to join the Board of KazakhGold. It is also expected that Stephen Oke will be invited to re-join the Board of KazakhGold as an independent non-executive director.

None
1Approve the financial statements and the reports of the Directors and the Auditors for 2008For
NoneElection of directorsNone
2Re-elect Aidar AssaubayevFor
3Re-elect Baurzhan AssaubayevFor
4Re-elect Kanat AssaubayevFor
5Re-appoint the auditors and allow the board to determine their remunerationOppose
6Approve authority to increase authorised share capitalFor