Mining and Metallurgical Norilsk Nickel : Nornickel’s Board of Directors approves a buyback of its shares for a total amount of appr...

Moscow, April 27, 2021 - NornickelPublic Joint Stock Company 'Mining and Metallurgical Company 'Norilsk Nickel' and its subsidiariesGo to the glossary, the world's largest producer of palladium and high-grade nickel and a major producer of platinum and copper, announces that the Board of Directors of Nornickel approved a buyback of up to 5,382,865 shares of the CompanyPublic Joint Stock Company 'Mining and Metallurgical Company 'Norilsk Nickel'Go to the glossary, representing 3.4% of its issued outstanding shares, for a total amount of approximately USD 2 bn.

The buyback will be carried out by Nornickel by way of the repurchase of up to 5,382,865 of its shares (the 'Maximum Number of Shares') pursuant to Article 72, para. 2 of the Russian Joint-Stock Companies Law (the 'Buyback'). The repurchase price is RUB 27,780 per one share (the 'Purchase Price').

The holders of the Company's shares may participate in the Buyback by submitting applications to sell their shares from May 20, 2021 to June 18, 2021, inclusive. The Purchase Price will be paid in Russian rubles in cash, and the payment is expected to be made by July 3, 2021.

All holders of the Company's ordinary shares are able to participate in the Buyback. Holders of the American depositary receipts representing rights to the Company's ordinary shares ('ADRAmerican Depositary Receipt; a security representing partial ownership in deposited securities of a foreign company certified by receipts issued by a US depositary bankGo to the glossarys') will have to cancel their ADRs and receive the underlying ordinary shares in order to be able to tender such shares in the Buyback, as outlined in the information letter addressed to ADR holders of the Company, which will be available at https://www.nornickel.com/ on the Investors page.

If the aggregate number of all shares in respect of which shareholders submit applications to sell exceeds the Maximum Number of Shares, the number of shares which will be repurchased by the Company will be determined on a pro rata basis (with downward adjustments where necessary to avoid the purchase of fractional shares).

The shares which will be repurchased by Nornickel will not grant voting rights or rights to receive dividends and will not be taken into account during the voting at a general shareholders' meeting. It is expected that all shares repurchased by Nornickel will be cancelled in accordance with the procedures set forth in the Russian law following receipt of necessary corporate approval, except for the shares representing 0.5% of Nornickel's issued and outstanding shares, which are expected to be used for the employee incentive purposes.

For more details on the procedure for submission of applications to sell shares in the Buyback, pro-ration and payment of the Purchase Price please refer to the notice on the Buyback addressed to the Company's shareholders and the information letter on tax matters, which will be available on the Company's website at https://www.nornickel.com/ on the Investors page together with other information in respect of the Buyback.

In the course of its evaluation of the Buyback, the Board of Directors considered Nornickel's performance and financial condition, market quotations of Nornickel's shares on the Moscow Exchange, analysts' projections of Nornickel's financial indicators and estimated price targets, potential effects of the Buyback and other relevant materials. UBS acted as an exclusive financial adviser and provided a fairness opinion to Nornickel in connection with the Buyback. Debevoise & Plimpton LLP acted as legal adviser.

The Board Chairman, Gareth Penny, commented on the Buyback: 'The Board of Directors believes that the Company is currently undervalued by the market, which presents a good opportunity to run a share buyback. As it is customary for this type of transactions, most of the shares will be canceled afterwards with the exception of the stock to be used for the employee incentive purposes. The Board additionally welcomes the initiative to use shares to incentivize the employees as this is in line with the best international standards'.

Dowload full version in pdf

This announcement contains inside information in accordance with Article 7 of EU Regulation 596/2014 of 16 April 2014.

Full name and position of person making the announcement - Vladimir Zhukov, Vice - president, Investor Relations.

ABOUT THE COMPANY
MMCMining and Metallurgical CompanyGo to the glossaryNorilsk Nickel is a diversified mining and metallurgical company, the world's largest producer of palladium and high-grade nickel and a major producer of platinum and copper. The company also produces cobalt, rhodium, silver, gold, iridium, ruthenium, selenium, tellurium, sulphur and other products.

The production units of Norilsk Nickel GroupPublic Joint Stock Company 'Mining and Metallurgical Company 'Norilsk Nickel' and its subsidiariesGo to the glossaryare located at the Norilsk Industrial District, on the Kola Peninsula and Zabaykalsky Krai in Russia as well as in Finland and South Africa.

MMC Norilsk Nickel shares are listed on the Moscow and on the Saint-Petersburg Stock Exchanges, ADRs are traded over the counter in the US and on the London, Berlin and Frankfurt Stock Exchanges.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this document may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as 'expect', 'believe', 'anticipate', 'estimate', 'forecast', 'intend', 'will', 'could', 'may', or 'might' the negative of such terms or other similar expressions. These statements are only predictions and are based upon various assumptions which are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company's control. The Company may not achieve or accomplish these plans or predictions. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, the impact of various external market factors, regulatory developments, as well as many other risks specifically related to the Company and its business and operations.

IMPORTANT NOTICE

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR ADVERTISEMENT OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OR OTHER SECSecurities and Exchange Commission (US)Go to the glossaryURITIES OF THE COMPANY, NOR SHALL ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTIONS FORM PART OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING SHARES OR SECURITIES OF THE COMPANY. ANY SUCH OFFER OR SOLICITATION IS MADE ONLY BY MEANS OF THE BUYBACK NOTICE.

THE TERMS OF THE BUYBACK ARE CONTAINED IN THE BUYBACK NOTICE. INVESTORS AND SHAREHOLDERS OF NORNICKEL ARE STRONGLY ADVISED TO READ THE BUYBACK NOTICE AND RELATED MATERIALS, AS THESE CONTAIN IMPORTANT INFORMATION. IN CONSIDERING THE BUYBACK, NORNICKEL SHAREHOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE BUYBACK NOTICE.

THE BUYBACK IS BEING CONDUCTED BY NORNICKEL AND NO ONE ELSE. NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE BUYBACK, PASSED UPON THE FAIRNESS OR MERITS OF THE BUYBACK OR DETERMINED WHETHER THE BUYBACK NOTICE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NORNICKEL DOES NOT EXPECT TO PURCHASE NORNICKEL'S ORDINARY SHARES, OTHER THAN PURSUANT TO THE BUYBACK DURING THE BUYBACK PERIOD. IN ACCORDANCE WITH RUSSIAN LAW, ANY ADVISER TO NORNICKEL OR ANY OF NORNICKEL'S AFFILIATES, AND ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, IN CONCERT WITH ANY SUCH PERSONS, MAY FROM TIME TO TIME MAKE PURCHASES OF, OR ARRANGEMENTS TO PURCHASE, NORNICKEL'S ORDINARY SHARES AND ADRS OTHER THAN PURSUANT TO THE BUYBACK, BEFORE OR DURING THE PERIOD OF THE BUYBACK, SO LONG AS THOSE ACQUISITIONS OR ARRANGEMENTS COMPLY WITH APPLICABLE RUSSIAN LAW. ANY OF THE PURCHASES REFERRED TO IN THIS PARAGRAPH MAY OCCUR EITHER IN THE OPEN MARKET AT PREVAILING PRICES OR IN PRIVATE TRANSACTIONS AT NEGOTIATED PRICES. INFORMATION ABOUT SUCH PURCHASES WILL BE DISCLOSED AS AND IF REQUIRED BY APPLICABLE SECURITIES LAWS.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES. ADRS, TO WHICH THIS ANNOUNCEMENT REFERS, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL 1996 NO. 39-FZ 'ON THE SECURITIES MARKET', AS AMENDED (THE 'RUSSIAN SECURITIES MARKET LAW'). ANY INFORMATION IN THIS ANNOUNCEMENT AND RELATED DOCUMENTS IN RESPECT OF ADRS OF NORNICKEL IS ADDRESSED IN THE RUSSIAN FEDERATION SOLELY TO PERSONS WHO ARE 'QUALIFIED INVESTORS' AS DEFINED IN THE RUSSIAN SECURITIES MARKET LAW.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS.

THIS ANNOUNCEMENT, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES, IS AVAILABLE ONLY TO (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, (II) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'), (III) HIGH NET WORTH COMPANIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, (IV) PERSONS WITHIN THE SCOPE OF ARTICLE 43 OF THE ORDER, OR (V) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT MAY NOT BE ACTED OR RELIED ON IN THE UNITED KINGDOM BY ANYONE WHO IS NOT A RELEVANT PERSON.

NORNICKEL IS A COMPANY ORGANISED UNDER THE LAWS OF THE RUSSIAN FEDERATION. THE BUYBACK IS MADE SOLELY PURSUANT TO RUSSIAN LAW. THE BUYBACK IS SUBJECT TO DISCLOSURE AND PROCEDURE REQUIREMENTS OF THE RUSSIAN FEDERATION WHICH ARE DIFFERENT FROM THOSE OF THE UNITED KINGDOM OR THE UNITED STATES. IN ADDITION, U.S. INVESTORS SHOULD BE AWARE THAT THE BUYBACK NOTICE HAS BEEN PREPARED IN A FORMAT AND STYLE, WHICH DIFFER FROM THE U.S. FORMAT AND STYLE. FURTHERMORE, THE PAYMENT AND SETTLEMENT PROCEDURE WITH RESPECT TO THE BUYBACK OF ORDINARY SHARES DIFFERS FROM U.S. PAYMENT AND SETTLEMENT PROCEDURES, PARTICULARLY WITH REGARD TO THE DATE OF PAYMENT OF CONSIDERATION.

27 April 2021

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