They can wait

Extraordinary meetings of shareholders of Polyus Gold and Norilsk Nickel will most likely end in nothing

For more than a year now, trying to divide their joint business , Vladimir Potanin and Mikhail Prokhorov will meet at extraordinary meetings of shareholders of Polyus Gold (April 7) and Norilsk Nickel (April 8). As you know, in both companies the agenda includes changes to the charters and re-election of the boards of directors . In recent weeks, businessmen have been competing in London to see who can win over the most minority shareholders. As a result, unofficial information leaked out that the chances of both of them changing anything were approximately equal - zero. And last Friday, the joint fund of Messrs. Potanin and Prokhorov KM Invest, which manages assets worth more than $11 billion, said that its head Andrei Klishas (former general director of Interros, controlled by Mr. Potanin) will vote according to the recommendations of the current boards of directors. In turn, the management of Polyus Gold (the company is controlled by Mr. Prokhorov) announced that the grandson company Jenington International, which owns 6.6% of Polyus shares, will not participate in the extraordinary meeting of shareholders. That is, no corporate changes in the companies will most likely occur, at least until the next shareholder meetings.

According to official data, Mr. Potanin owns 25.3% of the shares of Norilsk Nickel, Mr. Prokhorov - 28.2% of the shares, of which businessmen own 4% of the shares through KM Invest. In Polyus Gold, according to official information, they own 22% of the shares, and according to unofficial information, 30%. However, if Polyus is actually controlled by Mr. Prokhorov, being the chairman of the board of directors and delegating his representative to the post of general director, then in Norilsk Nickel Mr. Potanin has the final say.

As is known, Interros previously insisted on the re-election of the board of directors of Polyus and amendments to the charter that would limit the sole powers of the general director. After all, the top management of the gold miner, due to the complex ownership structure (the main assets in relation to Polyus Gold are grandchildren and great-grandchildren), now has the right to almost single-handedly withdraw assets. Which, of course, no longer suited Mr. Potanin, who demanded to change the charter, limiting the powers of the Polyus general director, and also to re-elect the board of directors. In response, Mr. Prokhorov's Onexim demanded the same from Norilsk Nickel shareholders. At the same time, they argued that they saw no point in electing a new board of directors for only two months, before the annual meeting of shareholders.

The companies held meetings of their boards of directors, which recommended that shareholders not change anything, except that at Polyus it was proposed to vote for changing the charter. As a result, the board of directors of KM Invest announced that it would vote 7.4% of the shares of Polyus Gold and 8.1% of the shares of Norilsk Nickel in accordance with these recommendations. Simultaneously with the decision of KM Invest, Polyus CEO Evgeny Ivanov announced that Jenington would not vote with its stake in Polyus at the shareholders meeting. “I made this decision based on the need to respect the interests of all shareholders of the company,” he told Interfax. “In the context of a corporate conflict between the two majority shareholders of Polyus and their lack of a unified position on key issues on the agenda of the meeting, we do not consider it possible to take one side or the other, which could happen if management uses the voting rights granted to Jenington International.” . However, if the shares owned by this company register to participate in the meeting, but abstain from voting, then this will be tantamount to voting against changes to the charter and against changing the directorship, since it will be more difficult for supporters of corporate changes to reach the number necessary for making decisions votes.

In order for decisions at shareholder meetings to be approved, a quorum of at least 50% is required, while a simple majority of those present must vote on the issue of re-election of the board of directors, and at least 75% on the issue of amending the charter - at least 75%. However, at the meeting of Polyus Gold today, it is likely that even Mr. Potanin’s representatives will vote to retain the board of directors. After all, the management of Polyus made concessions: it stopped the process of separating geological exploration assets, which Interros protested, and its board of directors, the majority of which belonged to representatives of Onexim, recommended changing the charter, amendments to which imply limiting the powers of management. In particular, it is proposed to give the right to the board of directors to make some decisions by two-thirds, and not by a majority of votes (on the reorganization or liquidation of Polyus, as well as on reducing or increasing the authorized capital), add to the competence of the board of directors to make decisions on transactions worth more than 500 million rubles, on issuing mandatory instructions to the general director of Polyus regarding the use of rights to shares and interests in other companies owned by Polyus, to include within the competence of the board of directors decision-making on issues related to the acquisition (or termination) of subsoil use rights ( including the participation of Polyus in auctions for the acquisition of subsoil use rights, as well as decisions to transfer these rights to another person). It is unknown how Onexim will vote. If he supports the changes, he will somewhat limit his powers, and Messrs. Prokhorov and Potanin, peaceful times may come. If he votes against, he will block the decision and show that the recommendation of the board of directors controlled by him means nothing to him.

At the same time, the probability of the second option, according to experts, is more likely. And therefore, most likely, for now everything will remain as it is. And by April 30, the united company RUSAL promises to complete the transaction to purchase 25% and one share of Norilsk Nickel from Mr. Prokhorov. It cannot be ruled out that the postponement of decisions regarding changes in the composition of the boards of directors of Polyus Gold and Norilsk Nickel is connected precisely with this event. After all, the further process of dividing the business between the years depends on who Norilsk Nickel will merge with. Potanin and Prokhorov.

Irina TSYRULEVA, Ivan GORDEEV