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19.10.2010
Interros announces that Rusals conduct has terminated the Cooperation Agreement

Interros believes that the publicity campaign waged by the United Company Rusal during the past few months against the shareholders, management and independent directors of OJSC MMC Norilsk Nickel (Norilsk) is unjustified and aimed solely at furthering the interests of Rusal.

In an attempt to undermine the results of the annual shareholders meeting of Norilsk, Rusal has set out on a large scale campaign of public criticism of the management of Norilsk, its financial performance, production and sales strategy. The independent directors of Norilsk have also been subjected to unprecedented public pressure. Although the investigations by the Prosecutor-General and FSFM instigated by Rusal had not revealed any wrongdoing on the part of shareholders and management of Norilsk that would provide a basis for invalidating the results of the annual general shareholders meeting, Rusal continues its attempts to exert pressure on Norilsk management and shareholders by instigating additional investigations by governmental authorities and by filing legal proceedings both in Russia and abroad. Interros has been trying to play down the controversy surrounding Norilsk by refusing to respond to Rusals ungrounded accusations directed against Norilsk, its management and Interros.

As is evident from Rusals disclosures, Interros and Rusal have had in place a Cooperation Agreement entered into in November 2008 in which both parties agreed to work together as principal shareholders to restore the value of Norilsk in the interests of all shareholders. Interros has attempted from 2008 faithfully to comply with the spirit and the letter of this Cooperation Agreement, even though Interros believes that it was never binding in law principally because such agreements were not enforceable in Russia and neither party ever intended it to be binding. In particular, Interros has sought to observe the parties express agreement not to comment publicly on each other or on Norilsk in an uncoordinated way. Rusal has consistently ignored terms of this Agreement, and, instead of cooperating for the greater good of Norilsk and the shareholders as a whole, has looked only to its own interests.

Interros called on Rusal unconditionally to comply with the terms of the Agreement and in particular to take a number of immediate steps to end its destructive actions towards Norilsk, including: an end to public statements regarding Interros and Norilsk, the suspension of its efforts to replace Norilsks board with a new board of a composition not envisaged in the Agreement, the cancellation of a road show aimed against Norilsk and the termination of a frivolous lawsuit brought against Norilsk in the Russian courts.

Rusal has failed to give the clear commitments which Interros called for and Rusal has not taken any of the specific steps that it was called upon to take. In fact, Rusal has intensified its destructive campaign against Norilsk in violation of the spirit and letter of the Agreement.

In those circumstances, Interros has therefore with reluctance recognized Rusals repudiatory conduct as bringing that Agreement to an end. Consequently, Interros has written to Rusal that we regard the Agreement as having been repudiated and therefore terminated.

Interros firmly believes that any attempt to remove the Board of Norilsk just four months after their election, whether through frivolous legal action or an extraordinary shareholders meeting, would be disruptive to Norilsks operations and its successful management team and contrary to the interests of the minority shareholders of Norilsk. Moreover, Interros believes such changes would provide no discernible corporate governance benefit since the composition of the current Board comprises well-qualified individuals while providing an appropriate balance of shareholder interests.

Taking into consideration the primary interests of Norilsk, its employees and shareholders, Interros considers that the immediate priorities are the following: the stability of Norilsk, ensuring optimal conditions for continued growth of Norilsks value and progressive development of its production and resource base.

Therefore Interros intends to vote AGAINST the early termination of the board of directors at the extraordinary general shareholders meeting on October 21 and recommends that minority shareholders of Norilsk also take this action.