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.
Types of General Meetings of Shareholders
By attendance:
In person
In absentia
By frequency:
Annual
Extraordinary
Remit of the Company’s General Meeting of Shareholders
Amendments to the Articles of Association
Distribution of earnings, including dividend payout (declaration)
Approval of annual reports and annual accounting (financial) statements
Election of members of the Board of Directors and early termination of their appointment
Election of members of the Adit Commission and early termination of their appointment
Appointment of the auditor
Stock split and consolidation
Amendments to the Articles of Association
Distribution of earnings, including dividend payout (declaration)
Approval of annual reports and annual accounting (financial) statements
Election of members of the Board of Directors and early termination of their appointment
Election of members of the Adit Commission and early termination of their appointment
Appointment of the auditor
Stock split and consolidation
Key shareholder dates
Events
Timeframe
Annual General Meeting of Shareholders
No sooner than three and no later than six months after the end of the reporting year
Extraordinary General Meeting of Shareholders
At any time at the initiative of the Board of Directors or upon request from the Audit Commission, the audit firm, or a shareholder owning at least 10% of voting shares in the Company
Publication of the notice of the General Meeting of Shareholders
Not later than 30 calendar days prior to the meeting
Compilation of the list of shareholders entitled to participate in the General Meeting of Shareholders
Not earlier than 10 days from the date of the Board of Directors’ decision to hold the meeting and not later than 25 days prior to the date of the meetingIn certain cases, the Federal Law On Joint Stock Companies establishes other timelines for publishing the notice of the General Meeting of Shareholders / compiling the list of persons entitled to participate in the General Meeting of Shareholders.
Provision of materials for the General Meeting of Shareholders
20 calendar days prior to the meeting
General Meetings of Shareholders held in 2023
Meeting date
Agenda
6 June 2023 — the Annual General Meeting of Shareholders (held in absentia)
The Meeting approved the Annual Report, annual accounting statements, and consolidated financial statements for 2022.
The Meeting decided not to distribute earnings and not to pay dividends for 2022.
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 2023, consolidated financial statements for 2023, and interim consolidated financial statements for 1H 2023.
The Meeting approved transactions to provide liability insurance for members of the Board of Directors and the Management Board, as well as transactions to reimburse members of the Board of Directors and the Management Board for losses that these persons may incur in connection with their appointment and discharge of their duties as members of the Board of Directors and the Management Board
7 December 2023 – the Extraordinary General Meeting of Shareholders (held in absentia)
Resolutions were passed to pay 9M 2023 dividends, split stock, and approve the Company’s membership in the Corporate Sports Development Association.
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.
Two General Meetings of Shareholders were held in 2023. All meetings were held by decision of the Board of Directors 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.
Attendance at General Meetings of Shareholders
Meeting quorum, %
Dividends
Dividends in 2023
Dividend historyPayments for 2021 included RUB 32.3 billion, or USD 0.5 billion, transferred by the Company to the Central Depositary as dividends to ADR holders and shareholders who are customers of foreign nominee holders and subsequently transferred back to the Company.
On 7 December 2023, the Extraordinary General Meeting of Shareholders resolved to pay 9M 2023 dividends of RUB 915.33 per ordinary share, with the amount of dividend payout totalling close to RUB 130 billion (about USD 1.5 billion).
On 22 May 2024, 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 2023. The resolution will be passed at the Annual General Meeting of Shareholders on 28 June 2024.
