OREANDA-NEWS. On February 04, 2007 there was a meeting of the Board of Directors ("BoD") of OJSC MMC Norilsk Nickel's ("MMC "Norilsk Nickel" or the "Company"), reported the press-centre of Norilsk Nickel.

The Board strongly refutes suggestions that MMC Norilsk Nickel's corporate governance standards fall short of best practices in Russia. The Board has engaged an international law firm to benchmark MMC Norilsk Nickel's corporate governance standards against those of other leading Russian public companies. As a result of this external review, the Board is satisfied that its existing corporate governance standards are consistent with best practices followed by Russian blue chip public companies. The Board and management of MMC Norilsk Nickel remains committed to continuing to act in the best interests of its shareholders.

The Board has considered MMC Norilsk Nickel management's proposals to pursue certain strategic actions in line with focussing on core business and maximising shareholder value.

The Board has decided to pursue a sale of MMC Norilsk Nickel's non-core power assets and instructed the management to undertake all the necessary steps to implement such sale. The Board continues to believe that an exit from MMC Norilsk Nickel's non-core power assets will maximise value creation for MMC Norilsk Nickel's shareholders. However, given that a proposal to spin-off these assets was blocked at an EGM held in December 2007 the Board believes that it is in the best interests of all shareholders to sell these assets.

The Board has considered and approved MMC Norilsk Nickel management's proposal to undertake the listing of the depositary receipts representing the Company's shares on the London Stock Exchange in the course of 2008. Such a listing would contribute to the liquidity of MMC Norilsk Nickel's depositary receipts, provide access to new investors and enhance the Company's international profile.

Following shareholder requests, the Board has also determined to effect a split of the depositary receipts from a 1:1 ratio to a 1:10 ratio. The Board believes that this depositary receipts split is also expected to contribute to the liquidity of MMC Norilsk Nickel's depositary receipts and provide access to new investors.

In addition, the Board has instructed the management of MMC Norilsk Nickel to investigate whether the Company should consider a share buyback of up to 10% of MMC Norilsk Nickel's share capital in order to maximise shareholder returns.

The Board has decided to make the following recommendations to shareholders with respect to proposals on the agenda for the extraordinary general meeting ("EGM") of MMC Norilsk Nickel to be held on 8 April 2008.

The Board recommends to the shareholders that they vote against the proposals included into the EGM agenda.

Proposal 1: Amendments to the Charter of MMC Norilsk Nickel

The existing statutes of the Company allow the management of MMC Norilsk Nickel to manage effectively the day to day operations of its business and concentrate the Board's attention on matters of strategic importance.

The Board, therefore, recommends to shareholders that they vote against Proposal 1.

Proposal 2: Early termination of powers of the members of MMC Norilsk Nickel Board of Directors

Proposal 3: Election of members of the Board of Directors of MMC Norilsk Nickel

The acting Board was elected at the AGM of MMC Norilsk Nickel held in June 2007 and represents the interests of all of the Company's shareholders. According to the Russian legislation an election of the new board of directors will take place in June 2008 and those shareholders holding 2% or more shares of MMC Norilsk Nickel have already nominated their candidates for election at the AGM. Therefore the Board believes that it is not advisable to reelect the Board at this time, since it will need to be elected in three months at the AGM in any event.

The Board recommends to shareholders that they vote against Proposal 2. However, to cover the eventuality that Proposal 2 is passed, the Board and management of MMC Norilsk Nickel urge all shareholders to vote or register their vote for independent candidates under Proposal 3 to maintain independent directors on the MMC Norilsk Nickel Board. The list of the candidates to be voted on at the EGM will be made public on March 12th, 2008 and the Board will provide its recommendations shortly thereafter.

In order to enhance long-term motivation of MMC Norilsk Nickel's management the Board has instructed the General Director to put forward a proposal for an employee stock option plan. The Board will consider the merits of the proposed plan at one of the forthcoming Board meetings.

Denis Morozov, General Director of MMC Norilsk Nickel said: "The Board and management of MMC Norilsk Nickel have consistently demonstrated its competence and professionalism and remain focused on continuing the Company's successful record of value creation in the interests of all shareholders. Today MMC Norilsk Nickel is the number one diversified Russian metals and mining company and has built a leading position in global metals markets with good prospects for further development. Under the leadership of its current Board and management, MMC Norilsk Nickel has been successful in achieving positive long term results and creating significant shareholder value".