Untitled - PRIME Gold

202 2005 NORILSK NICKEL • ANNUAL REPORT •NORILSK NICKEL • ANNUAL REPORT •200520348. The contracts made by the company withthe General Director (managing entity, manager)and members of the ManagementBoard stipulate liability for violation of theprovisions on the use of confidential andinsider information.Secretary of the company49. There is a special official in the company(company secretary) whose function is toensure that the company's bodies and officialscomply with procedural requirementsguaranteeing the exercise of the legal rightsand interests of the company's shareholders.50. The Charter or By-laws of the company prescribea procedure for the appointment (election)of the company secretary and responsibilitiesof the company secretary.51. The company's charter contains requirementsto the candidate for the position of the companysecretary.Major corporate actions52. The Charter or By-laws of the company containa requirement on approval of any majordeal before it is concluded53. Obligatory engagement of an independentappraiser to determine the market value ofany property that is subject to a major transaction.CompliedNot compliedComplied Charter, Clause 6.6.Complied Charter, Clause 6.7.In accordance with Clause 9.5 of the Charter,"members of executive bodies of the Companyshall be liable for disclosure of confidential andinsider information in accordance with the currentlegislation of the Russian Federation".In accordance with Clause 7.9 of the Charter, theGeneral Director and members of theManagement Board "shall be liable to theCompany for losses incurred by the Company asa result of their wrongful acts (omissions) inaccordance with the laws of the RussianFederation".In accordance with Clause 6.1 of the Regulationon Insider Information, for unlawful disclosureand use of insider information of the Company,the General Director and members of theManagement Board "shall be held liable in accordancewith the current legislation, by-laws ofthe Company and the terms of agreements concludedwith the Company".Complied Charter, Clause 6.5.On 11 August 2005, the Board of Directorsapproved the resignation of Mikhail Sosnovsky,the Secretary of MMC Norilsk Nickel, andappointed Pavel Sukholinsky to the position.Complied Charter, Clauses 6.3.3.31, 6.3.3.33, 6.4., 6.5.These qualifications are not defined in theCharter.54. In the event of acquisition of any large stakesin the company (takeover), the company'scharter prohibits to take any actions aimedat the protection of interests of the executivebodies (members of such bodies) andmembers of the Board of Directors and alsosuch actions that make the position of shareholdersworse than their current position (inparticular, prohibition of a decision by theBoard of Directors to issue additional shares,securities convertible into shares or securitiesgranting right to acquire shares in the companybefore the end of the expected time ofthe acquisition of shares, even if the right totake such decision is granted by the Charter).55. The company's charter contains a requirementon obligatory engagement of an independentappraiser to determine the currentmarket value of shares and potential changesin their market value as a result of takeover.56. The company's charter contains no exemptionof the acquirer from the obligation tooffer buyout of the company's ordinary shares(other securities convertible into ordinaryshares) to the shareholders upon takeover.57. The Charter or By-laws of the company containa requirement on obligatory engagementof an independent appraiser to determine theproportion for the conversion of shares onreorganization.Disclosures58. There is an internal document approved bythe Board of Directors determining policiesand procedures used by the company for thedisclosure of information (Regulation onInformation Policies).59. By-laws of the company contain a requirementto disclose purposes of placement ofshares, persons that intend to acquire sharesplaced, including large stakes, and participationof officials of the company in theacquisition of the shares placed.Not compliedNot compliedCompliedNot compliedNot compliedNot compliedThese qualifications are not defined in the Charter.Company's shares traded on the leading Russianstock exchanges: NP RTS, OJSC RTS, CJSC SEMICEX and in the form of ADRs over-the-counteron the international stock exchanges and, therefore,have current market value.On 24 June 2004, the Annual General Meetingof Shareholders made the decision to exclude theprovision from the Company's Charter (Para. 2of Clause 4.3) exempting the acquirer (of 30%or more of the Company's shares) to offer buyoutof the Company's shares to other shareholders.This requirement is not defined in the Charter orBy-laws of the company.No such regulation has been approved by theCompany's Board of Directors.This requirement is not defined in the By-lawsof the Company.APPENDIX 1