Shareholders Nominated 21 Candidates to MMC Norilsk Nickel BoD
OREANDA-NEWS. At its meeting held on March 12, 2008 the Board of Directors of OJSC MMC Norilsk Nickel (Norilsk Nickel or the Company) reviewed shareholdersЎ¦ proposals on nominees to the Board of Directors to be elected at the Extraordinary General Meeting of Shareholders on April 8, 2008 (the EGM).
In accordance with Russian legislation and decision of the Board of Directors of Norilsk Nickel, the shareholders of the Company, who owned at least 2% of voting shares, had the right to nominate candidates to the Board of Directors by March 11, 2008 to be elected at the EGM.
The total number of seats on Norilsk Nickel Board of Directors is 9. The shareholders have nominated 21 persons to the Board of Directors:
ѓ{ Tye W. Burt;
ѓ{ Andrei E. Bougrov;
ѓ{ Elena E. Bulavskaya;
ѓ{ Aleksandr S. Bulygin;
ѓ{ Christophe F. Charlier;
ѓ{ Oleg V. Deripaska;
ѓ{ Vladimir I. Dolgikh;
ѓ{ Andrey A. Klishas;
ѓ{ Michael J. Levitt;
ѓ{ Ralph T. Morgan;
ѓ{ Denis S. Morozov;
ѓ{ Kirill Y. Parinov;
ѓ{ Mikhail D. Prokhorov;
ѓ{ Dmitry V. Razumov;
ѓ{ Ekaterina M. Salnikova;
ѓ{ Heinz S. Schimmelbusch;
ѓ{ Guy de Selliers;
ѓ{ Michael A. Sosnovski;
ѓ{ Sergey A. Stefanovich;
ѓ{ Kirill L. Ugolnikov;
ѓ{ Viktor F. Vekselberg.
The Board of Directors confirmed its position announced in the Statement dated February 4, 2008 and gave to the shareholders the following recommendations for voting at the EGM:
Issue 1. Amendments to the Charter of OJSC MMC Norilsk Nickel.
Recommendation ЎV to vote AGAINST.
Opinion of the Board of Directors:
The Board of Directors believes that the suggested amendments to the Charter of Norilsk Nickel will result in groundless limitation of the Management and the Board of DirectorsЎ¦ ability to function in their normal way, and can destabilize operational activities of Norilsk Nickel.
The Board of Directors believes that the existing Charter of Norilsk Nickel complies with the best Russian and international corporate governance standards. The statutes allow the management of Norilsk Nickel to manage effectively the day to day operations of the Company and concentrate the Board's attention on matters of strategic importance.
Issue 2. Pre-term termination of powers of members of the Board of Directors of MMC Norilsk Nickel.
Recommendation ЎV to vote AGAINST.
Opinion of the Board of Directors:
The acting Board was elected at the Annual General Meeting of Norilsk Nickel Shareholders held in June 2007 (the AGM) 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 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.
Issue 3. Elections to the Board of Directors of MMC Norilsk Nickel.
Recommendation - the Board of Directors recommends to vote FOR the acting members of the Board of Directors of Norilsk Nickel:
ѓ{ Andrei E. Bougrov;
ѓ{ Vladimir I. Dolgikh;
ѓ{ Andrey A. Klishas;
ѓ{ Ralph T. Morgan;
ѓ{ Denis S. Morozov;
ѓ{ Ekaterina M. Salnikova;
ѓ{ Heinz S. Schimmelbusch;
ѓ{ Guy de Selliers;
ѓ{ Kirill L. Ugolnikov.
Opinion of the Board of Directors:
As mentioned above, the Board of Directors believes that it is not advisable to reelect the Board at this time. In case the shareholders vote FOR on Issue 2 of the EGM agenda of the Extraordinary General Meeting, the Board of Directors recommends to vote FOR the acting members of the Board of Directors.
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