General Meeting of Shareholders

The General Meeting of Shareholders is the highest governance body of MMC Norilsk Nickel responsible for making decisions on matters most critical to the Company’s performance. Matters within the remit of the General Meeting of Shareholders are listed in the Company’s Articles of Association, and the procedures for convening, preparing and holding general meetings are detailed in the Regulations on the General Meeting of Shareholders.

The notice of a General Meeting of Shareholders is published on Nornickel’s website at least 30 calendar days prior to its convocation date. Except for the cumulative voting to elect members of the Board of Directors, each voting share represents one vote at the General Meeting of Shareholders.

Three General Meetings of Shareholders were held in 2022. All meetings were held in absentia via an easy-to-use and reliable e-voting service. The e-voting service for general meetings of shareholders is provided by IRC – R.O.S.T., the Company’s registrar (official website: Shareholder’s Personal Account, rrost.ru). Each time, more and more shareholders take advantage of this service enabling them to vote regardless of their location.

General Meetings of Shareholders held in 2022

Meeting date	Agenda
3 June 2022 – an Annual General Meeting of Shareholders (held in absentia)	The Meeting approved the Annual Report, annual accounting statements and consolidated financial statements for 2021. Profit for the period was distributed, and the resolution on FY 2021 dividend payout was passed. A new Board of Directors and Audit Commission were elected; resolutions on their remuneration were passed. The auditor was approved to audit Nornickel’s Russian accounting (financial) statements for 2022, consolidated financial statements for 2022 and interim consolidated financial statements for 1H 2022. An interested party transaction (liability insurance of members of the Board of Directors and the Management Board) and related interested party transactions (indemnification of members of the Board of Directors and the Management Board) were approved.
11 August 2022 – an Extraordinary General Meeting of Shareholders (held in absentia)	The Meeting resolved to reduce the Company’s authorised capital by cancelling the shares repurchased by the Company.
24 November 2022 – an Extraordinary General Meeting of Shareholders (held in absentia)	The Meeting resolved to terminate early the powers of Board members and elect a new Board of Directors.

Meeting date

Agenda

3 June 2022 – an Annual General Meeting of Shareholders (held in absentia)

The Meeting approved the Annual Report, annual accounting statements and consolidated financial statements for 2021.

Profit for the period was distributed, and the resolution on FY 2021 dividend payout was passed.

A new Board of Directors and Audit Commission were elected; resolutions on their remuneration were passed.

The auditor was approved to audit Nornickel’s Russian accounting (financial) statements for 2022, consolidated financial statements for 2022 and interim consolidated financial statements for 1H 2022.

An interested party transaction (liability insurance of members of the Board of Directors and the Management Board) and related interested party transactions (indemnification of members of the Board of Directors and the Management Board) were approved.

11 August 2022 – an Extraordinary General Meeting of Shareholders (held in absentia)

The Meeting resolved to reduce the Company’s authorised capital by cancelling the shares repurchased by the Company.

24 November 2022 – an Extraordinary General Meeting of Shareholders (held in absentia)

The Meeting resolved to terminate early the powers of Board members and elect a new Board of Directors.

Meeting quorum, %

Attendance at General Meetings of Shareholders

Dividends

Dividends in 2022

On 28 April 2023, the Company’s Board of Directors recommended that the Annual General Meeting of Shareholders resolve not to pay a final dividend for the financial year 2022. The resolution will be passed at the Annual General Meeting of Shareholders on 6 June 2023.

Dividend history