Mining and Metallurgical Norilsk Nickel : Draft Resolutions

DRAFT RESOLUTIONS/WORDINGS

Of the Annual General Meeting of Shareholders

PJSC MMC Norilsk Nickel June 6, 2023

Re items of the agenda of the General Meeting:

1. Approval of the 2022 Annual Report of PJSC MMC Norilsk Nickel.
2. Approval of the 2022 Accounting (Financial) Statements of PJSC MMC Norilsk Nickel.
3. Approval of 2022 PJSC MMC Norilsk Nickel consolidated financial statements.
4. Distribution of profit of PJSC MMC Norilsk Nickel for 2022, including payment (declaration) of dividends, based on the results of 2022.
5. Election of members of the Board of Directors of PJSC MMC Norilsk Nickel
6. Election of members of the Internal Audit Commission of PJSC MMC Norilsk Nickel.
7. Hiring an auditor to audit the Russian accounting (financial) statements of PJSC MMC Norilsk Nickel.
8. Hiring an auditor to audit the consolidated financial statements of PJSC MMC Norilsk Nickel.
9. Remuneration and reimbursement of expenses of members of the Board of Directors of PJSC MMC Norilsk Nickel.

10.Remuneration of the Internal Audit Commission of PJSC MMC Norilsk Nickel.

11.Approval of related party transactions for reimbursement of members of the Board of Directors and the Management Board of PJSC MMC Norilsk Nickel for incurred losses.

12.Approval of the related party transaction for insurance of the liability of members of the Board of Directors and the Management Board of PJSC MMC Norilsk Nickel

1. Approval of the 2022 Annual Report of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

To approve the 2022 Annual Report of PJSC MMC Norilsk Nickel.

2. Approval of the 2022 Accounting (Financial) Statements of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

To approve the 2022 Annual Accounting (financial) Statements of PJSC MMC Norilsk Nickel.

3. Approval of 2022 PJSC MMC Norilsk Nickel consolidated financial statements.

D R A F T R E S O L U T I O N :

To approve the 2022 PJSC MMC Norilsk Nickel consolidate financial statements.

4. Distribution of profit of PJSC MMC Norilsk Nickel for 2022, including payment (declaration) of dividends, based on the results of 2022.

D R A F T R E S O L U T I O N :

Not to distribute profits based on the results of 2022, not to pay dividends.

5. Election of members of the Board of Directors of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

To elect the following persons to the Board of Directors1:

1. Denis Vladimirovich Alexandrov;
2. Sergey Leonidovich Batekhin;
3. Elena Stepanovna Bezdenezhnykh;
4. Andrey Yevgenyevich Bougrov;
5. Petr Valeryevich Voznenko;
6. Sergey Nikolaevich Volk;
7. Valery Ivanovich Grinenko;

1 The Board of Directors shall consist of 13 members.

Election of the Board of Directors proceeds by means of cumulative voting, i.e. the number of votes held by each shareholder is multiplied by the number of persons to be elected to the Board of Directors (13).

Nominees which received the most votes are elected to the Board of Directors.

1. Alexandra Ivanovna Zakharova;
2. Marianna Alexandrovna Zakharova;
3. Larisa Gennadyevna Zelkova;
4. Alexey Sergeevich Ivanov;
5. Irina Vladimirovna Komarova;
6. Stanislav Lvovich Luchitsky;
7. Sergey Gennadyevich Malyshev;
8. Artur Borisovich Melikyan;
9. Antor Yuryevich Sychev;
10. Evgeny Arkadievich Sharts;
11. Egor Mikhailovich Sheibak.

6. Election of members of the Internal Audit Commission of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

Election of the members of Internal Audit Commission2:

1. Dmitry Nikolaevich Bushuev;
2. Eduard Leonidovich Gornin;
3. Markel Valeryevich Davydov;
4. Alexey Sergeevich Dzybalov;
5. Anna Viktorovna Masalova;
6. Ivan Romanovich Ryumin;
7. Georgiy Eduardovich Svanidze;
8. Elena Alexandrovna Yanevich.

7. Hiring an auditor to audit the Russian accounting (financial) statements of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

To hire Joint-Stock Company Kept as an auditor to audit the Russian accounting (financial) statements of PJSC MMC Norilsk Nickel for 2023.

8. Hiring an auditor to audit the consolidated financial statements of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

To hire Joint-Stock Company Kept as an auditing organization for the consolidated financial statements of PJSC MMC Norilsk Nickel for 2023 based on the international financial reporting standards including an overall review of the interim consolidated financial statements for 6 months of 2023.

9. Remuneration and reimbursement of expenses of members of the Board of

The Internal Audit Commission shall consist of 5 members.

For each nominee votes are counted separately, whereas those with most votes from shareholders with voting shares participating in the meeting, are recognized as elected.

Directors of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

1. To establish that members of the Board of Directors of PJSC MMC Norilsk Nickel shall be remunerated, and their expenses related to the performance of their duties shall be reimbursed in accordance with the Policy of Remuneration of Members of the Board of Directors of PJSC MMC Norilsk Nickel, approved by the Annual General Meeting's Resolution dated May13, 2020 (approved by MoM No 1 dated 14/05/2020).
2. For the Chairman of the Board of Directors of PJSC MMC Norilsk Nickel the Company provides remuneration, reimbursement of expenses related to the performance of his/her duties, and accident insurance, as follows:

2.1. remuneration shall be USD 1,000,000 (one million) per annum, payable on a quarterly basis in equal amounts in RUB at the rate set by the Central Bank of the Russian Federation on the last business day of the accounting quarter. The amount shown above shall be after taxes in accordance with effective laws of the Russian Federation. The aforementioned remuneration shall be payable from the day of election of the Director as the Chairman of the Board of Directors until the date, on which his term of office as the Chairman of the Board of Directors expires;

2.2 All documented expenses incurred by the Chairman of the Board of Directors, in the performance of his duties, shall be reimbursed in accordance with the Remuneration Policy for Members of the Board of Directors of PJSC MMC Norilsk

Nickel, approved by the Annual General Meeting's Resolution dated May 13, 2020)

(MoM No1 dated 14/05/2020);

2.3. PJSC MMC Norilsk Nickel at its own expense provides life insurance for the Chairman of the Board of Directors against the following risk in the performance of official duties:

• "Accidental death" and "serious bodily injury in an accident" (or disability resulting from an accident) per risk and in aggregate through the term of insurance with a coverage in the amount of at least USD 3,000,000 (three million);
• "Injury in an accident (or temporary disability resulting from an accident)" with the coverage in amount of at least USD 100,000 (one hundred thousand).

10. Remuneration of the Audit Commission of PJSC MMC Norilsk Nickel.

D R A F T R E S O L U T I O N :

Set the remuneration to an Audit Commission member of PJSC MMC Norilsk Nickel not employed by the Company in the amount of RUB 1,800,000 (one million eight hundred thousand) per annum before taxes, payable in equal amounts twice per year. The above amount is shown before taxes, in accordance with applicable laws of the Russian Federation.

11. Approval of related party transactions for reimbursement of members of the Board of Directors and the Management Board of PJSC MMC Norilsk Nickel for incurred losses.

D R A F T R E S O L U T I O N :

To authorize associated transactions which represent related party transactions for all members of the Board of Directors and the Management Board of PJSC MMC Norilsk Nickel, the subject matter of which implies the obligation of PJSC MMC Norilsk Nickel to indemnify the members of the Board of Directors and the Management Board of PJSC MMC Norilsk Nickel for any and all losses which the above-mentioned persons may incur as a result of their election to the above- mentioned positions with PJSC MMC Norilsk Nickel to the amount of no more than USD 115,000,000 (one hundred fifteen million) each.

12. Approval of the related party transaction for insurance of the liability of members of the Board of Directors and the Management Board of PJSC MMC Norilsk Nickel

D R A F T R E S O L U T I O N :

To give consent to PJSC MMC Norilsk Nickel's making a transaction, the subject of which is liability insurance for members of the Board of Directors and members of the Management Board of PJSC MMC Norilsk Nickel, as well as other officials, PJSC MMC Norilsk Nickel itself and its subsidiaries in which all members of the Board of Directors and members of the Management Board of PJSC MMC Norilsk Nickel, who are beneficiaries in the transaction serve as related parties. The transaction is entered into with a Russian insurance company for a period of one year, with a total limit of liability (sum insured) in the aggregate of all insurance coverages and extensions (except for cases expressly provided for by the insurance contract) in the amount of the maximum sum insured available to PJSC MMC Norilsk Nickel on reasonable commercial terms in the insurance market at the time of the transaction, in the approximate amount of the equivalent of USD 70,000,000 with the payment of an insurance premium by PJSC MMC Norilsk Nickel not exceeding the equivalent of USD 2,500,000.