General Meeting of Shareholders
Voting at the General Meeting of Shareholders follows the “one voting share, one vote” principle Except in the case of cumulative voting for the election of members of the Board of Directors..
Remit of the General Meeting of Shareholders
The General Meeting of Shareholders is the highest governance body of MMC Norilsk Nickel and is responsible for making decisions on the most critical matters related to the Company’s operations. 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 meetings are set out in the Regulations on the General Meeting of Shareholders.
Nornickel is required to hold an Annual General Meeting of Shareholders every year. Any meetings held in addition to the annual meeting are considered extraordinary and may be conducted either in person or in absentia.
| Events | Timing |
|---|---|
| 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 meeting In certain cases, the Federal Law On Joint Stock Companies provides for different timelines for the publication of notices and the compilation of the list of shareholders entitled to participate in the General Meeting. |
| Provision of materials for the General Meeting of Shareholders | 20 calendar days prior to the meeting |
In 2024, one Annual General Meeting of Shareholders was held in absentia, using a reliable e‑voting service. The e‑voting service for Nornickel’s General Meetings of Shareholders is provided by IRC – R.O.S.T., the Company’s registrar (service webpage: Shareholder’s Personal Account). This type of service is popular among shareholders and allows them to participate in voting regardless of their location.
| Meeting date | Agenda items and resolutions |
|---|---|
| 28 June 2024 – Annual General Meeting of Shareholders (held in absentia) | The Meeting approved the Annual Report, annual accounting statements, and consolidated financial statements for 2023. The Meeting decided not to distribute earnings and not to pay dividends for 2023. A new Board of Directors and Audit Commission were elected; resolutions on their remuneration were passed. A new Remuneration Policy for Members of the Board of Directors was approved. The auditor was appointed to audit Nornickel’s accounting (financial) statements for 2024 and consolidated financial statements for 2024, including a review of the interim consolidated financial statements for the first half of 2024. The Meeting approved the provision of liability insurance for members of the Company’s governance bodies, as well as transactions to reimburse members of governance bodies for losses they may incur in connection with their appointment and discharge of their duties as members of the Board of Directors or the Management Board. |