OREANDA-NEWS. August 9, 2007. The Board of Directors of MMC Norilsk Nickel voted in support of the RAO UES of Russia Board of Directors' decision of July 27, 2007 to redistribute shares among special-purpose holding companies, which represent RAO UES' three largest minority shareholders. Approval of this decision of RAO UES Board was given on condition that OGK-3 shareholders sign an Agreement on terms and conditions that conform to the maximum extent to the provisions of Memorandum of Intentions executed by OJSC Norilsk Combine and RAO UES of Russia on May 4, 2007.
 
The UES Swap allows Norilsk Nickel to receive a strategically important stake of approximately 14% in OGK-3, its primary heat generating asset, as well as some other assets pro rata to existing MMC Norilsk Nickel’s share in RAO UES, upon the dissolution of RAO UES in mid-2008.

As announced on May 16, 2007, Norilsk Nickel intends to spin-off its non-core energy assets into a separately traded company, whose shares will be distributed among MMC Norilsk Nickel shareholders on the pro rata basis. Participation in the UES Swap as detailed above is in line with this strategy, as it allows to specify the strategic holdings of the new company, consolidate ownership in OGK-3, and make further strategic steps towards acquisition of substantial equity stakes in Russian energy assets.
 
The Board of Directors also decided to convene an in-person Extraordinary General Meeting of shareholders on October 12, 2007.  The following items will be included in the agenda of this meeting:

1. Early termination of powers of the members of MMC Norilsk Nickel Board of Directors.
2. Election of members of the Board of Directors of MMC Norilsk Nickel.
3. Early termination of powers of the members of MMC Norilsk Nickel Revision Commission.
4. Election to MMC Norilsk Nickel Revision Commission
5. Approval of Regulations on the General meeting of MMC Norilsk Nickel shareholders.
6. Participation of MMC Norilsk Nickel in the non-profit Russian Association of Employers National Alliance of Nickel and Precious Metals Producers.

The first two items were put on the agenda upon the demand submitted by Onexim Group, which represents a shareholder whose aggregate stake in MMC Norilsk Nickel exceeds 10% of outstanding voting shares of the Company.

In accordance with the Federal Law On Joint Stock Companies and decision of the Board of Directors, the shareholders of MMC Norilsk Nickel owning at least 2% of voting shares have the right to nominate candidates to the Board of Directors before September 12, 2007.