Norilsk Nickel | 24 September 2010 г. | 10:20

Decisions made by MMC Norilsk Nickel Board of directors with regard to the Extraordinary General meeting of shareholders

Decisions made by MMC Norilsk Nickel Board of directors with regard to the Extraordinary General meeting of shareholders

At the regular meeting of the Board of Directors of OJSC MMC Norilsk Nickel (“MMC Norilsk Nickel” or the “Company”) that took place today, a number of issues related to the EGM scheduled for October 21, 2010 was considered.

As it was reported earlier, the EGM had been initiated by UC RUSAL Investment Management LLC (subsidiary of UC Rusal), the owner of over 10% of the Company’s shares, who requested to put the following items on the agenda of the meeting: pre-term termination of powers of the Board of Directors and election of the Board.

I. Candidates for the Board of Directors:

Members of the Board of Directors, having reviewed the proposals of shareholders owning more than 2% of outstanding voting shares of MMC Norilsk Nickel with regard to nominees for the new Board of Directors, approved the list of candidates as follows:

1. Boris Bakal, Consultant of Interros International Investments Limited
2. Lucian Bebchuk, Professor of Law, Economics and Finance, Director for Corporate Governance Program, Harvard University
3. Andrey E. Bougrov, Managing Director, CJSC INTERROS Holding Company
4. Terence Antony Wilkinson, Independent Director, Triland Metals LLC
5. Alexander S. Voloshin, Member of the Board of Directors, Public Limited Liability Company Yandex N.V.
6. Maxim A. Goldman, Deputy Director for Investments, Branch of RENOVA MANAGEMENT AG
7. Oleg V. Deripaska, General Director of CJSC RUSAL Global Management B.V.; General Director of Basovy Element Company LLC; Chief Executive Director of UC RUSAL
8. Marianna A. Zakharova, Director of Legal Department, CJSC INTERROS Holding
9. Vladimir D. Kantorovich, Chairman of the Coordination Council
10. Andrey A. Klishas, President, OJSC MMC Norilsk Nickel
11. Dmitry R. Kostoev, Deputy General Director, Head of Economics and Finance Business Unit, member of the Management Board of MMC Norilsk Nickel
12. Valery A. Matvienko, Director for Aluminous Business, Vostok CJSC RUSAL Global Management B.V
13. Bradford Alan Mills, General Director of Mandalay Resources; Executive Director of Plinian Capital
14. Oleg M. Pivovarchuk, First Deputy General Director – member of the Management Board of MMC Norilsk Nickel
15. Dmitry V. Razumov, General Director, ONEXIM Group LLC
16. Nathaniel Philip James Rothschild, Chairman, JNR LLC, UС RUSAL LLC; Independent Director, En+ Management LLC, OJSC Barrick Gold Corporation
17. Maxim M. Sokov, Deputy General Director for Strategy and Corporate Development, CJSC RUSAL Global Management B.V.
18. Vladislav A. Soloviev, First Deputy Director, Branch of CJSC RUSAL Global Management B.V.
19. Vladimir I. Strzhalkovsky, General Director – Chairman of the Management Board of MMC Norilsk Nickel
20. Vasily N. Titov, First Vice President – Chairman of the Management Board of OJSC VTB Bank
21. John Gerard Holden, Chairman, Verivox Ltd, GCM Resources Plc.; advisor, Rockbury Capital FZ LLC (Private)

MMC «Norilsk Nickel» also announces that based on the recommendations of the Coordinating council of shareholders of MMC Norilsk Nickel the subsidiaries of MMC Norilsk Nickel have decided to propose the following nominees to the Board of Directors:

- Vladimir D. Kantorovich
- Andrey A. Klishas
- Dmitry R. Kostoev
- Bradford Alan Mills
- Oleg M. Pivovarchuk
- Vladimir I. Strzhalkovsky
- Vasily N. Titov
- John Gerard Holden

All required documentation for the proposal of abovementioned nominees was submitted to the Company by the depositary of Company’s ADR program - The Bank of New York Mellon, owning Company’s shares in the interest of subsidiaries of MMC Norilsk Nickel.

Furthermore, the Board of Directors has approved a number of documents required to convene and regulate the EGM (the text of voting ballot, Rules of Procedure for the EGM, cost estimate, etc.).

II. Opinion of the Board of Directors on the EGM agenda:

At the meeting of the Board of Directors, the report containing the Board’s opinion on the EGM agenda was presented:

1) The Board of Directors recommends to shareholders to vote against on the first item of the EGM agenda and to disapprove pre-term termination of the powers of the Board members elected at the Annual General Meeting of shareholders (the AGM), which was held on June 28, 2010. The AGM was held in full compliance with the current legislation of the Russian Federation and regulations of the Company. The examining authorities have identified no basis for cancelling the resolutions adopted at the AGM. The current Board of Directors was elected at the AGM in accordance with the current legislation, and it represents the interests of all the Company’s shareholders.

2) In the case of positive decision on the first agenda item, the Board of Directors recommends to vote for the candidates who are current members of the Board, i.e.:

- Boris V. Bakal;
- Andrey E. Bougrov;
- Oleg V. Deripaska
- Marianna A. Zakharova;
- Andrey A. Klishas;
- Dmitry R. Kostoev;
- Bradford Alan Mills;
- Oleg M. Pivovarchuk;
- Maxim M. Sokov;
- Vladislav A. Soloviev;
- Vladimir I. Strzhalkovsky;
- Vasily N. Titov;
- John Gerard Holden.

All documents and materials for the EGM will be made available to shareholders and placed on the corporate website in due course as required by the laws of the Russian Federation.

Source: Metal Supply & Sales
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