All shareholders, including minority and institutional shareholders, enjoy equal rights and treatment in their relations with the Company, including the rights to:
- participate in General Meetings of Shareholders and vote on all items within its competence;
- receive dividends should the General Meeting of Shareholders pass the relevant resolution;
- receive part of the Company’s property in case of its liquidation;
- have access to information about the Company’s operations.
The Company has an approved Regulation on the General Meeting of Shareholders in place that sets forth procedures to convene, prepare and conduct its general meetings1.
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 held 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 newspaper and the Taimyr newspaper 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 prior 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 via mail or by attending the General Meeting of Shareholders (in person or by proxy).
Holders of MMC Norilsk Nickel’s shares who are clients of nominal holders may also participate in the General Meeting of Shareholders by instructing the nominal holders in accordance with the Russian securities law.
ADR holders do not receive ballot sheets directly from the Company. According to the depository agreement, the Company notifies the depository, which in turn in the shortest possible time, 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.
Shareholders owning at least 2% of the Company’s voting shares may propose items to be included in the agenda of Annual General Meetings of Shareholders, and may put forward candidates for election to the Board of Directors and Audit Commission of the Company as and when prescribed by the Federal Law and the Company’s Charter.
Voting at the General Meeting of Shareholders is conducted 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.