Shareholder rights

The Company has the Regulations on the General Meeting of Shareholders in place that set forth procedures to convene, prepare and conduct its general meetings.

The Annual General Meeting of Shareholders is held on an annual basis not earlier than three months before and not later than six months after the end of the financial year. General meetings other than Annual General Meetings of Shareholders are defined as Extraordinary General Meetings of Shareholders and are convened as per resolution of the Board of Directors at their discretion or at the request of the Audit Commission, the Company’s auditor, or shareholders who own at least 10% of the Company’s voting shares as at the date of the request.

The notice of a General Meeting of Shareholders is published in the Rossiyskaya Gazeta and Taimyr newspapers and posted on the Company's website not later than 30 days prior to the date of the general meeting. If a general meeting is conducted in the form of absentee voting (by ballot), the notice is given in the above mentioned newspapers at least 30 days or to the deadline set for the collection of ballot sheets.

Holders of MMC Norilsk Nickel's shares who are registered in the shareholder register receive a ballot from the Company and are entitled to exercise their voting right by sending the ballot sheet to the Company or by attending the General Meeting of Shareholders (in person or by proxy).

Shareholders of MMC Norilsk Nickel who own the Company’s shares via nominal holders receive the voting ballot from the nominal holder. They are entitled to vote at the meeting in the same way as the holders registered in the shareholder register (see the paragraph above) or instruct the nominal holder to do the same as prescribed by the Russian securities law. The nominal holders duly instructed by their clients communicate the voting instructions to the registrar. The receipt of instructions by the registrar shall be equivalent to ballot voting.

Should the Board of Directors make arrangements for e-voting at the general meeting, the shareholders (individuals and legal entities registered in the shareholder register and clients of nominal holders) can participate in the process using the Shareholder’s Personal Account. Access to the personal account can be obtained at a registrar’s branch. Individual shareholders with a verified Public Services Portal account can connect to their personal account remotely.

ADR holders do not receive ballot sheets directly from the Company. According to the depository agreement, the Company notifies the depository, which as soon as possible, and provided it is not prohibited by the Russian law, notifies ADR holders about the general meeting and encloses voting materials and a document describing the voting procedure for ADR holders. To exercise their voting rights, ADR holders instruct the depository accordingly.

A General Meeting of Shareholders shall be considered properly convened (having a quorum) if the shareholders who own in aggregate more than 50% of the votes granted by the voting shares of the Company are present at the meeting.

Voting at the General Meeting of Shareholders takes place in accordance with the "one share, one vote" rule, unless otherwise provided for in the Federal Law. Members of the Company’s Board of Directors are elected through cumulative voting, i.e. the number of votes held by each shareholder is multiplied by the number of persons to be elected to the Board of Directors.

Shareholders can exercise other rights as prescribed by the federal laws On Joint-Stock Companies and On the Securities Market, and other regulations of the Russian Federation.