Decisions made by Norilsk Nickel Board of Directors with regard to the extraordinary general meeting of shareholders

t the regular meeting of the Board of Directors of OJSC MMC Norilsk Nickel (hereinafter - MMC Norilsk Nickel or the Company) that took place today, a number of issues related to the Extraordinary General Meeting of shareholders (EGM) scheduled for March 11, 2011 was considered.

As it was reported earlier, the EGM had been initiated for the second time for less than six months by UC RUSAL Investment Management LLC (subsidiary of UC Rusal Plc), the owner of over 10% of the Company’s shares, which requested to put the following items on the agenda of the meeting: pre-term termination of powers of the Board of Directors and re-election of the Board of Directors.

I. Candidates for the Board of Directors:

Members of the Board of Directors, having reviewed the proposals of shareholders owning more than 2% of outstanding voting shares of MMC Norilsk Nickel with regard to nominees for the new Board of Directors, approved the list of candidates as follows:

1. Boris Bakal, Head of Investment Department, member of the Management Board, Interros Holding Compnay;
2. Enos Ned Banda, Founder & CEO, Freetel Capital (PTY) Ltd;
3. Sergey Barbashev, CEO – Chairman of the Management Board, Interros Holding Company;
4. Alexey Bashkirov, Executive Director of Investment & Asset Management Direction, Interros Holding Company;
5. Lucian Bebchuk, Professor of Law, Economics and Finance, Director for Corporate Governance Program, Harvard University;
6. Andrey Bougrov, Deputy CEO, Managing Director, member of the Management Board, Interros Holding Company;
7. Terence Antony Wilkinson, Independent Director, Triland Metals LLC.;
8. Alexander Voloshin, Member of the Board of Directors, Public Limited Liability Company Yandex N.V.;
9. Artem Volynets, CEO, En+;
10. Oleg Deripaska, CEO of UC Rusal and Basovy Element Company LLC;
11. Claude Dauphin, Member of the Management Board, Trafigura Beheer B.V. (Group), member of the Management Board, Ecore B.V.;
12. Marianna Zakharova, Deputy CEO for Legal Issues, member of the Management Board, Interros Holding Company;
13. Larisa Zelkova, Deputy CEO – Director of PR Department, member of the Management Board, Interros Holding Company;
14. Olga Zinovieva, First Deputy CEO, member of the Management Board, Interros Holding Company.
15. Vladimir Kantorovich, Chairman of the Coordination Council of the Group of Pension Funds;
16. Andrey Klishas, President, MMC Norilsk Nickel;
17. Simon Matthew Collins, member of the Management Board, Trafigura Beheer B.V.;
18. John Theodore Lindquist, Senior Advisor at Boston Consulting Group, Non-executive Director, Kuoni Holdings Ltd, Independent Non-executive Director, VAO Intourist;
19. Bradford Alan Mills, General Director of Mandalay Resources; Executive Director of Plinian Capital Plc;
20. Ardavan Moshiri, Head of Strategy and Business Development Department, Metalloinvest Trading AG;
21. Oscar Ratsin, Head of Corporate Finance Unit, Sberbank;
22. Nathaniel Philip James Rothschild, Chairman, JNR LLC; Non-executive Director, En+, Barrick Gold Corporation; Co-chairman, VALLAR Plc;
23. Maxim Sokov, Director for Strategy and Corporate Development, UC RUSAL;
24. Vladimir Strzhalkovsky, General Director – Chairman of the Management Board, MMC Norilsk Nickel;
25. Vasily Titov, First Vice President – Chairman of the Management Board of OJSC VTB Bank;
26. John Claude Fast, Co-founder and Co-director, Dragoman Pty Ltd, member of the Australian Government Takeovers Panel, Chairman of the Rotary Aboriginal and Torres Strait Islander Tertiary Scholarship Advisory Board, CEO and Managing Director, Fast Family Group of Private Companies;
27. John Gerard Holden, Chairman, Verivox Ltd, GCM Resources Plc.; Advisor, Rockbury Capital FZ LLC (Private);
Furthermore, the Board of Directors has approved a number of documents required to convene and regulate the EGM (the text of voting ballot, Rules of Procedure for the EGM, cost estimate, etc.).

II. Opinion of the Board of Directors on the EGM agenda:

At the meeting of the Board of Directors, the report containing the Board’s opinion on the EGM agenda was presented:

1) The Board of Directors recommends to shareholders to vote for on the first item of the EGM agenda and to approve pre-term termination of the powers of the Board members and re-elect the Board. This recommendation is given taking into consideration the recent changes in the Company’s share capital and appearance a new shareholder.

2) In the case of positive decision on the first agenda item, the Board of Directors recommends to vote for the independent candidates who can be classified as independent in accordance with the Company’s independence criteria as well as recommendations of professional consultants.

The Company is interested in availability in the Board of Directors of independent directors with experience and expertise in finance, production and strategy of large companies, and who can promote the development of MMC Norilsk Nickel as one of the leaders in international mining industry.

All documents and materials for the EGM will be made available to shareholders and placed on the corporate website in due course as required by the laws of the Russian Federation.