UC RUSAL Statement on Decisions of the Norilsk Nickel Board of Directors

9 July 2008 (07:40)

Moscow, 8 July 2008 -љ UC RUSAL, the world’s largest aluminium and alumina producer and 25% shareholder in Norilsk Nickel, is issuing the following statement in relation to the results of the first meeting of the new Norilsk Nickel Board of Directors which was held on 7 July 2008.љ The decisions made at this meeting demonstrate that the Board is controlled by Interros and does not represent the interests of all shareholders.

The first meeting of the Board of Directors of Norilsk Nickel did not comply with the practices used by public companies.љ It was called by Interros on one working day's notice despite the request of other shareholders to reschedule the meeting due to their inability to be present on such a short notice, before the announcement of the official results of the annual shareholders meeting (results were published on the day of the Board’s meeting) and without providing any materials on the stated agenda.

The election of Sergey Batekhin, deputy CEO of Interros, as the CEO of Norilsk Nickel was made without any search being carried out to establish a shortlist and was not supervised by a Nomination Committee.љ Indeed the candidacy of the new CEO was presented by Interros at the meeting of the Board right after Vladimir Potanin, owner of Interros, had been elected as the Chairman.љ Members of the Board were denied the opportunity to have meetings with the candidate or study his biography and professional track-record.љ Mr. Batekhin has no meaningful experience in metals and mining sector and has never served as the CEO of a public company.љ Furthermore there was no proper discussion as to why Denis Morozov, the current CEO who proved to be truly independent, was no longer suitable.љљ It is thus not surprising that the vote to appoint Mr. Batekhin passed by a margin of one director.

The election of Vladimir Potanin, owner of Interros, as Chairman of the Board, contradicts the policyљ of the independent proxy advisory firm ISS, which supports independent Chairman, and the specific recommendation of another major proxy advisory firm, Glass Lewis, which specifically recommended that Norilsk have an independent Board Chairman.љ Likewise, the UK Combined Code provides for the election of an independent director as the Chairman of the Board.љ The poor corporate governance at Norilsk, led by the Interros-dominated Board, has already been negatively remarked upon by leading industry analysts and led to Norilsk share price decline of over 3% today.

Moreover, we are deeply concerned that Guy de Selliers appears to be the only truly independent director of the Board.љ The other two directors - Michael Levitt and Heinz Schimmelbusch, referred to by Interros as independent, are not independent.љ As it has been widely publicly reported in recent days, Michael Levitt has substantial financial ties to Interros, and ISS identified him as not independent. The status of Heinz Schimmelbusch as an independent director is also questionable due to his affiliation with the Interros management and his support of the decisions, initiated by Interros, to appoint Mr. Potanin as Chairman and an Interros employee as Norilsk CEO. Moreover, Mr. Schimmelbusch was against the election of Guy de Selliers to chair the Board as an independent director.

In the coming days, we plan to consult with the minority shareholders of Norilsk Nickel about the possibility of calling an Extraordinary General Meeting of shareholders to elect truly independent directors on the enlarged Board of thirteen directors who can represent the interests of all the shareholders and ensure Norilsk Nickel observes high standards of business ethics and corporate governance.љљ As a major investor in Norilsk Nickel, we prefer to reach our goal of a transparent and properly governed Norilsk Nickel via shareholder dialogue and persuading Interros that its Boardroom conduct is unsuitable, but in view of our large investment in Norilsk we must reserve our rights to pursue all legal remedies against the company and its Board of Directors.

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