Moscow, 4 December 2012 UC RUSAL (SEHK: 486, Euronext: RUSAL/RUAL, Moscow Exchange: RUALR/RUALRS), the worlds largest aluminium producer, and Interros company, MMC Norilsk Nickel’s largest shareholder, have reached a principal agreement aimed to settle the shareholders conflict and envisaging conclusion of an agreement between Interros, UC RUSAL and Millhouse. The agreement is aimed at integrating the efforts of all parties to maximize profitability and shareholders’ value, as well as delivering improvements to the existing corporate governance structures.
To carry out the agreement, a Norilsk Nickel Board Meeting is expected to be called shortly; on the meeting the parties will support an appointment of Vladimir Potanin as Norilsk Nickels CEO. The Board will also decide on selling 7.3% of the Norilsk Nickel quasi-treasury stock to Millhouse at market price. The rest of the quasi-treasury stock will be redeemed.
The parties have also agreed to call an Extraordinary General Meeting to elect a balanced Board, which will include the equal number of representatives from RUSAL and Interros, representatives from Millhouse and three independent directors. The Board is expected to be chaired by one of the independent directors, approved by all sides. At the EGM the Shareholders will also decide on changes to Company’s charter, which will enable to consolidate the Norilsk Nickel group of companies and perform other actions aimed at strengthening of MMC’s corporate governance.
According to the agreement, Interros, RUSAL and Millhouse will support Norilsk Nickel efforts not only in corporate governance improvements, but also in large-scale adjustments of Company’s strategy, sales policy and dividends policy. All these actions will be undertaken to maximize all shareholders’ value with the assistance of leading global experts, banks and advisors.
To ensure the sustainability of the management and the long-term commitment regarding the decisions on Norilsk Nickel, Interros, RUSAL and Millhouse agreed to retain the majority of their stakes for a period of five years.
To fulfill the partnership agreement, the parties will deposit approximately 22% of Norilsk Nickel shares to a nominated escrow account, contributing in equal parts. Millhouse will control the compliance with the partnership agreement while voting with this block of shares.
The offer has been carefully was examined by UC RUSAL’s Board of Directors and they have made the decision to accept the offer and instructed RUSAL management to enter the respective agreement.
Interros and UC RUSAL have also agreed to suspend all legal disputes and claims that are currently active surrounding Norilsk Nickel to pursue the key aims and initiatives outlined in the agreement. It is expected that once all terms and conditions are fulfilled, all such disputes and claims will settled in full.