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Interros, Millhouse, RUSAL agree on Nornickel situation settlement

December 04, 2012, 16:17 UTC+3

The parties have also agreed to call an Extraordinary General Meeting of the shareholders of Norilsk Nickel

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MOSCOW, December 4 (Itar-Tass) — RUSAL and Interros have reached an agreement in principle on the settlement of the shareholder conflict over MMC Norilsk Nickel and envisaging the conclusion of an agreement between Interros headed by Vladimir Potanin, RUSAL of Oleg Deripaska and Millhouse of Roman Abramovich, it is said in the companies’ joint statement.

The agreement aims to pool the efforts of the sides in the interests of all MMC shareholders, improve corporate governance and increase capitalisation of Norilsk Nickel.

To carry out the agreement, a meeting of the Norilsk Nickel Board is expected to be called shortly; at the meeting the parties will support the appointment of Vladimir Potanin as Norilsk Nickel’s CEO. The Board will also decide on selling 7.3 percent of the Norilsk Nickel quasi-treasury stock to Millhouse at market price. The rest of the quasi-treasury stock will be redeemed.

The parties have also agreed to call an Extraordinary General Meeting of the shareholders of Norilsk Nickel to elect a balanced Board, which will include the equal number of representatives from RUSAL and Interros, representatives from Millhouse and three independent directors. The Board is expected to be chaired by one of the independent directors, approved by all sides. At the EGM the shareholders will also decide on changes to Company's charter, which will enable to consolidate the Norilsk Nickel group of companies and perform other actions aimed at strengthening of MMC’s corporate governance, the release says.

In accordance with the agreement, Interros, RUSAL and Millhouse will support Norilsk Nickel efforts not only in corporate governance improvements, but also in large-scale adjustments of Company’s strategy, sales policy and dividends policy. All these actions will be undertaken to maximise all shareholders’ value with the assistance of leading global experts, banks and advisors.

To ensure the sustainability of the management and the long-term commitment regarding the decisions on Norilsk Nickel, Interros, RUSAL and Millhouse agreed to retain the majority of their stakes for a period of five years.

To fulfil the partnership agreement, the parties will deposit approximately 22 percent of Norilsk Nickel shares to a nominated escrow account, contributing in equal parts. Millhouse will control the compliance with the partnership agreement while voting with this block of shares.

The offer has been carefully examined by RUSAL’s Board of Directors and they have made the decision to accept the offer and instructed RUSAL management to enter the respective agreement.

Interros and RUSAL have also agreed to suspend all legal disputes and claims that are currently active surrounding Norilsk Nickel to pursue the key aims and initiatives outlined in the agreement. It is expected that once all terms and conditions are fulfilled, all such disputes and claims will settled in full, according to the release.

MMC Norilsk Nickel is a diversified metallurgical and mining company, the largest producer of nickel and palladium and a leading producer of platinum, cobalt, copper and rhodium. The company also produces gold, silver, iridium, osmium, selenium, ruthenium and tellurium.

The main shareholders of Norilsk Nickel is the holding company Interros of Vladimir Potanin (28.08 percent), the global leader in the aluminium industry RUSAL of Oleg Deripaska (25 percent), Dutch trader Trafigura Beheer BV (about 8 percent), and the Metalloinvest company(some 4 percent).


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