Share capital
At the end of 2022, Nornickel’s authorised capital consisted of 152,863,397 ordinary shares with a par value of RUB 1 each. The Articles of Association do not provide for the issuance of preferred shares. All shares in the Company are voting shares, with each voting share counted as one vote.
In the reporting year, following the decision of the General Meeting of Shareholders, the Company’s authorised capital was reduced to RUB 152,863,397 by cancelling 791,227 ordinary shares in the Company repurchased earlier through a share buyback in June 2021. Stakes of major shareholders were changed accordingly to reflect the said changes in the authorised capital.
The current shareholding structure is available at the Company website.
Shareholder rights
All shareholders enjoy equal rights and treatment in their relations with Nornickel. Shareholders can exercise their rights as prescribed by the federal laws On Joint Stock Companies and On the Securities Market, as well as other regulations of the Russian Federation that do not limit their right to attend general meetings of shareholders depending on their location or residence.
Shares
Nornickel shares have been traded in the Russian stock market since 2001. Since 2014, the shares are included on the First Level quotation list of the Moscow Exchange (ticker: GMKN).
About the registrar
IRC – R.O.S.T. is the Company’s registrar. Shareholders, including those owning shares via nominee holders, can participate in general meetings via e-ballots by using the Shareholder’s Personal Account service developed by the registrar. The access procedure for the Shareholder’s Personal Account is detailed on the registrar’s website. Shareholders can also use the Shareholder.online mobile app.
American depositary receipts
Until March 2022, Nornickel American depositary receipts (ADRs) traded on the US OTC market, as well as on the London, Berlin and Frankfurt exchanges (OTC sections) under the MNOD and NILSY tickers, with 10 ADRs representing 1 share. The Bank of New York Mellon acted as the depository for the Company’s ADR programme, with Raiffeisenbank providing custody services. From March 2022, international exchanges suspended trading in depositary receipts of Russian issuers.
On 27 April 2022, amendments to the Federal Law On Joint Stock Companies and certain legislative acts of the Russian Federation came into effect, requiring Russian issuers to terminate their ADR programmes. The Company applied for and obtained a one-year permit to continue trading its ADRs outside of Russia until 28 April 2023.
In line with Russian laws, the Company completed an automatic forced conversion of ADRs into Company shares in 2022. The automatic conversion provided for converting the ADRs, the rights to which were recorded with Russian depositories, without any conversion applications from ADR holders. The forced conversion covered those ADRs, the right to which were recorded with foreign organisations and whose holders were unable to convert the ADRs into Company shares by themselves due to sanctions. Such ADR holders were entitled from 14 July to 10 November 2022 to apply to the Russian custodian of the shares represented by the ADRs (Raiffeisenbank), attaching documents confirming ownership of ADRs and other documents. After the deadline for accepting forced conversion applications passed, Raiffeisenbank opened nominee accounts for eligible applicants and credited the respective number of the underlying Company shares to these accounts.
For more details on share price performance, see the Companywebsite.