The Board of Directors of MMC Norilsk Nickel (“Norilsk Nickel” or “Company”) has recommended to the Company’s shareholders to approve the Spin-off of the Company’s gold mining assets, represented by Polus and it’s subsidiaries (“Polus Group”) as well as 20% investment in Gold Fields Ltd (South Africa), into a new company Polyus Gold.

At a press conference today in Moscow, Norilsk Nickel’s Deputy General Director Denis Morozov said that, “If shareholders approve the spin-off, next year Russia will have a flagship company both in terms of gold reserves and production, that will take its rightful place among the world’s top gold producers.”

“We are confident that the Spin-off will create value for all Norilsk Nickel shareholders”,  Morozov added. In accordance with the terms of the Spin-off, if approvals are obtained, all Norilsk Nickel shareholders will be entitled to one share in Polyus Gold and all holders of Norilsk Nickel’s American depository shares (“ADS”) will be entitled to one Polyus Gold ADS, for each share/ADS of Norilsk Nickel they own as of 1 January 2006.

“We believe that the spin-off of gold assets will offer investors two differentiated investment opportunities: the diversified base metals/PGMs producer and a pure gold play” Morozov said. “The Spin-off should allow a gold premium to be unlocked through broader investor appeal. We are currently enjoying a unique momentum of investors’ appetite for gold stocks. Gold prices are at their 17-year record high supported by weak US dollar and low long-term interest rates.”

Morozov also added that, “Polyus Gold has unique assets portfolio and ambitious development plans. As a public company, Polyus Gold will have the opportunity to access directly capital markets for financing its future growth, as well as to become a partner of choice for the development of prospective gold projects in Russia.” The Board of Directors expects that, subject to the successful completion of the Spin-off and timely obtaining of required regulatory approvals, Polyus Gold will obtain listing in Russia in April 2006 and consequently establish a Level 1 ADR program.

Today’s press conference followed a meeting last week of Norilsk Nickel’s  Board of Directors, who voted unanimously to call an Extraordinary General Meeting of Shareholders (“EGM”) on 30 September 2005. At the EGM, Norilsk Nickel’s shareholders will be asked to approve a reorganization of Norilsk Nickel in the form of the Spin-off of its gold mining assets, comprised of the Polus Group (Russia) and its 20 per cent holding in South Africa’s Gold Fields Ltd. In addition, upon the formation of Polyus Gold, which is currently expected in March 2006, Norilsk Nickel will contribute cash in the amount of 10 billion roubles (approximately US$352 million at the exchange rate of 11 August 2005) to the new company to support its development program.

The Board of Directors has also approved key terms and conditions of the Spin-off. Morozov commented that “We believe that the proposed transaction offers our shareholders a transparent execution timeline. Additional information will be made available to all shareholders in an information statement. The dissenting or non-voting shareholders will be offered a redemption right to sell their shares to the Company in accordance with Russian law”.

The Spin-off of gold assets is not expected to affect significantly the core operations of Norilsk Nickel in the Taymir and Kola Peninsulas. With 95% of metal sales revenues and 96% of pre tax profit (as of quarter ended 31 March 2005) generated by Norilsk Nickel excluding the Polus Group, Norilsk Nickel will be able to sustain its world leadership positions in nickel and palladium and to remain a major producer of platinum and copper. The solid financial position of Norilsk Nickel, taking into account the expected spin-off of the Polus Group, was recently confirmed by Standard & Poor’s rating agency, which upgraded Norilsk Nickel’s long-term corporate credit rating to “BB+”.

In 2004, Polus Group produced 1,085,000 ounces of gold, employed more than 9,700 workers and had gold sales revenue of US$442 million. In accordance with the recently completed audit of its reserves in accordance with the principles of the JORC code by an independent mining consultant SRK Consulting (UK), as of 31 December 2004, Polus Group had proven and probable ore reserves of 13.3 million ounces of gold, indicated mineral resources of 24.8 million ounces and inferred mineral resources of 26.3 million ounces of gold.

All information for the 30 September 2005 Extraordinary  General Meeting of Shareholders, including an Information Statement prepared by Norilsk Nickel, which contains a summary of a fairness opinion on the proposed Spin-off issued by Deutsche Bank, will be available today on Norilsk Nickel’s corporate website. www.nornik.ru, under Spin-off of gold assets.

For the reference purposes:

Indicative timetable for the Spin-off of Polyus Gold:


  • 11 August 2005: Norilsk Nickel’s Board of Directors recommended the Company’s shareholders to approve the Spin-off and called EGM on 30 September 2005. The  record date for Norilsk Nickel shareholders and ADS holders for participation in the Extraordinary Meeting of Shareholders.
  • 30 September 2005: Extraordinary General Shareholders Meeting of Norilsk Nickel shareholders. Shareholders who do not vote, or who vote against the spin-off, have the right to redeem their shares for cash in accordance with Russian law. The Board of Directors set the redemption value of Norilsk Nickel shares at 1,855 roubles per share, based on appraisal provided by OOO “Rosekspertiza,” an independent evaluation and auditing firm.
  • 1 January 2006:  The record date for Norilsk Nickel shareholders and ADS holders for participation in the Founding General Meeting of Polyus Gold and entitlement to a proportionate number of Polyus Gold shares.
  • March 2006: Founding General Meeting of Polyus Gold.
  • March-April 2006: Polyus Gold shares distributed to shareholders and, for ADA holders, the ADA Depository (Bank of New York).
  • April 2006: Polyus Gold to apply for listing on one or more Russian stock exchanges.
  • May 2006: Polyus Gold ADR Level-1 program is expected to be registered, subject to obtaining approvals, allowing non-Russian Norilsk Nickel investors to obtain ADS representing Polyus Gold shares.


For more information please contact:

Denis Morozov
Deputy General Director,
MMC Norilsk Nickel, Moscow
Tel: +7 095 797 82 57
Reorganization@nornik.ru

Dmitry Usanov
Director for Investor Relations
MMC Norilsk Nickel, Moscow
Tel: +7 095 786 83 20
Usanovda@nornik.ru

These written materials are not an offer of securities for sale in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.  Any public offer of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements.

To be released outside the United States only.  Not for distribution in Australia, Canada or Japan.