Moscow, 11 December 2012 – UC RUSAL (SEHK: 486, Euronext: RUSAL/RUAL, Moscow Exchange: RUALR/RUALRS), the world’s largest aluminium producer, Interros, MMC Norilsk Nickel’s largest shareholder, and Millhouse have entered into the agreement aimed at settling the shareholders’ conflict in MMC Norilsk Nickel. All parties’ efforts will be integrated to deliver improved corporate governance and to increase the value of Norilsk Nickel in the interest of its all shareholders.
RUSAL, Interros and Millhouse agreed to redeem all quasi-treasury shares held by MMC amounting to 16.99%.
RUSAL and Interros will sell 3,873,537 and 5,420,464 shares in Norilsk Nickel, respectively, to Millhouse at USD160 per share. Following the redemption of all quasi-treasury shares held by Norilsk Nickel, Interros, RUSAL and Millhouse will hold approximately 30.3%, 27.8% and 5.87% shares in MMC, respectively. As such, the parties will deposit approximately 20% of Norilsk Nickel shares to a nominated escrow account.
The parties also agreed that the Board of Directors of Norilsk Nickel shall be composed of thirteen members out of which four nominated by RUSAL, four by Interros, and one by Millhouse. The parties will also nominate one independent director each and give minority shareholders an opportunity to elect one director.
The Board of Directors of Norilsk Nickel will be held on 17 December 2012 where decisions to appoint Vladimir Potanin as CEO of Norilsk Nickel and to call an Extraordinary General Meeting of shareholders to elect a balanced Board of Directors of Norilsk Nickel and to introduce changes into the MMC’s charter will be considered.
In the near future, the agreement signed by Interros, RUSAL and Millhouse will allow not only to develop and implement programmes aimed at improving the efficiency of investment and capital expenditures and sales policy of MMC, but also to improve the Company’s corporate governance. These joint actions will also provide an overall boost to MMC’s business efficiency, uniting the efforts of all parties, including the minority shareholders, to create a solid base for Norilsk Nickel’s capitalization growth.