Mining and Metallurgical Norilsk Nickel : Voting Ballot

Company location: Dudinka, Krasnoyarsk Krai, Russian Federation

Form of holding the General meeting of the

shareholders: absentee meeting

VOTING BALLOT

for the Annual General Meeting

of Shareholders of Public Joint Stock Company Mining and Metallurgical Company Norilsk Nickel

Final date for acceptance of voting ballots: June 6, 2023.

(for the votes by shareholders to be recognized, their physical or digital ballots have to be submitted or filled out by June 5, 2023).

Full name of the person entitled to attend and vote at the General Meeting of Shareholders: (from the data base)

Registration No: (from the data base)

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

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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

IN FAVOR  _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

• The 2022 Report of PJSC MMC Norilsk Nickel is available at the corporate website of PJSC MMC Norilsk Nickel on the Internet communications network:http://www.nornik.ru(In the Investors and shareholders section/Shareholders/Meetings of Shareholders) as part of the AGM documents 06.06.2023).

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

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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

IN FAVOR  _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

• The 2022 Accounting (Financial) Statements of PJSC MMC Norilsk Nickel are available at the corporate website of PJSC MMC Norilsk Nickel on the Internet communications network:http://www.nornik.ru(In the Investors and shareholders section/Shareholders/Meetings of Shareholders) as part of the AGM documents 06.06.2023).

Item 3 of the agenda: Approval of 2022 PJSC MMC Norilsk Nickel consolidated financial statements. Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

	IN FAVOR  _______ votes
To approve the 2022 PJSC MMC Norilsk Nickel consolidate financial statements.	AGAINST _______ votes
	ABSTAINED _______ votes

• The Consolidated Financial Statements of PJSC "MMC "Norilsk Nickel" for 2022 are part of the Annual Report of PJSC MMC Norilsk Nickel which is available at the corporate website of PJSC MMC Norilsk Nickel on the Internet communications network: http://www.nornikel.ru (In the Investors and shareholders section/Shareholders/Meetings of Shareholders) as part of the AGM documents 06.06.2023).

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

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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

IN FAVOR  _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

Item 5 of the agenda: Election of members of the Board of Directors of PJSC MMC Norilsk Nickel

Voting power of the person entitled to attend and vote at the Annual General Meeting of Shareholders: (from the data base)

(Voting power of the person entitled to attend and vote at the Annual General Meeting of Shareholders, multiplied by 13):

IN FAVOR  _______ votes

To elect as members of the Board of Directors:

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
8. Alexandra Ivanovna Zakharova
9. Marianna Alexandrovna Zakharova
10. Larisa Gennadyevna Zelkova
11. Alexey Sergeevich Ivanov

To mark number of votes in favor of each candidate

12. Irina Vladimirovna Komarova

13. Stanislav Lvovich Luchitsky

14. Sergey Gennadyevich Malyshev

15. Artur Borisovich Melikyan

16. Antor Yuryevich Sychev

17. Evgeny Arkadievich Shvarts

18. Egor Mikhailovich Sheibak

AGAINST all the candidates _______votes

ABSTAINED with regard to all candidates  _______votes

• 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). The shareholder may give all the votes so received in favour of one candidate or distribute them between two or more candidates, or vote 'Against' all the candidates or 'Abstained' with regard to all candidates. Number of candidates among which the votes are distributed in cumulative voting may exceed the number of persons which are to be elected to the Board of Directors (may exceed 13 nominees).
• A fractional vote received as a result of multiplying the number of votes held by a shareholder who owns a fractional share by the number of persons to be elected to the Board of Directors may be given for one candidate only.
• Nominees which received the most votes are elected to the Board of Directors.

Item 6 of the agenda: Election of members of the Audit Commission of PJSC MMC Norilsk Nickel.

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

Election of the members of Internal Audit Commission:

		IN FAVOR _______ votes
1.	Dmitry Nikolaevich Bushuev	AGAINST _______ votes
		ABSTAINED _______ votes
		IN FAVOR _______ votes
2.	Eduard Leonidovich Gornin	AGAINST _______ votes
		ABSTAINED _______ votes
		IN FAVOR _______ votes
3.	Markel Valeryevich Davydov	AGAINST _______ votes
		ABSTAINED _______ votes
		IN FAVOR _______ votes
4.	Alexey Sergeevich Dzybalov	AGAINST _______ votes
		ABSTAINED _______ votes
		IN FAVOR _______ votes
5.	Anna Viktorovna Masalova	AGAINST _______ votes
		ABSTAINED _______ votes
		IN FAVOR _______ votes
6.	Ivan Romanovich Ryumin	AGAINST_______votes
		ABSTAINED_______votes
		IN FAVOR _______ votes
7.	Georgiy Eduardovich Svanidze	AGAINST _______ votes
		ABSTAINED _______ votes
		IN FAVOR _______ votes
8.	Elena Alexandrovna Yanevich	AGAINST _______ votes
		ABSTAINED _______ votes

• 5 persons are to be elected to the Internal Audit Commission. A shareholder may vote in favor of up to 5 nominees.
• Shareholders vote with all their votes for each candidate.
• 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.

Item 7 of the agenda: Hiring an auditor to audit the Russian accounting (financial) statements of PJSC MMC Norilsk Nickel. Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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

IN FAVOR _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

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

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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.

IN FAVOR _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

Item 9 of the agenda: Remuneration and reimbursement of expenses of members of the Board of Directors of PJSC MMC Norilsk Nickel.

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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

IN FAVOR _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

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).
• Remuneration Policy for Members of Board of Directors at OJSC MMC Norilsk Nickel is available at the corporate website of PJSC MMC Norilsk Nickel on the Internet communications network:http://www.nornik.ru(In the Section: investors/disclosure/corporate-documents/corporate-codes-and-policies).

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

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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. Mentioned amount of before taxes in accordance with applicable Russian legislation.

IN FAVOR _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

Item 11 of the agenda: 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.

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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.

IN FAVOR _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

Item 12 of the agenda: 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

Voting power of the person entitled to attend and vote on this issue at the Annual General Meeting of Shareholders: (from the data base)

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.

IN FAVOR _______ votes

AGAINST _______ votes

ABSTAINED _______ votes

Voting is executed by crossing out a square next to the chosen option.;.

Additional symbols:

• - tick to show that the voting is in accordance with the instructions of the persons who purchased shares after the record date of persons eligible to attend and vote at the General Meeting of Shareholders, and (or) in accordance with the instructions of the holders of depositary securities and other persons exercising their rights by depositary securities.
• - tick to show that the voting is by a power of proxy issued with respect to the shares transferred.

- tick to show that a part of the shares was transferred after the record date of persons eligible to attend and vote at the General Meeting of Shareholders.

Voting is performed by crossing out the respective square.

Signature of the shareholder or his/her proxy _____________________________________

in virtue of the power of proxy issued on «__» _____ 20 __________________________________

(specify the issuer of the power of proxy)

The voting ballot shall be signed by the person entitled to attend and vote at the Annual General Meeting or its proxy. An incorrectly completed

ballot shall be null and void.

Ballot Instructions:

If the voting is performed in accordance with the instructions of purchasers of shares transferred after the record date of persons eligible to attend and vote at the General Meeting of Shareholders and (or) in accordance with the instructions of the holders of depositary securities or other persons exercising the rights by the depositary securities, the voter may choose more than one voting option, in other cases the voter may choose only one voting option;

if the voting is performed by a power of proxy issued with respect to the shares transferred, the voter shall state the number of votes given for the chosen voting option, in the field for indicating the number of votes given for the chosen option and shall make a note that the voting was performed by a power of proxy issued with respect to the shares transferred;

if more than one voting option remains (is chosen) in the ballot, in the fields for indicating the number of votes given for each option, the number of votes given for the relevant voting option must be stated and a note made that the voting was performed in accordance with instructions of the persons who purchased shares after the record date of persons eligible to attend and vote at the General Meeting of Shareholders, and (or) in accordance with the instructions of the holders of depositary securities and other persons exercising their rights by depositary securities;

if after the record date of persons eligible to attend and vote at the General Meeting of Shareholders not all shares are transferred, the voter shall state the number of votes given for the chosen voting option in the field for indicating the number of votes given for the chosen option and make a note that some of the shares were transferred after the record date of persons eligible to attend and vote at the General Meeting of Shareholders. In the case of instructions received with respect to the shares transferred from the purchasers of such shares coinciding with the chosen voting option, such votes shall be added together.

The documents (duly notarized copies) certifying the powers of the successors and proxies of persons included in the list of persons eligible to participate in the General meeting, shall be enclosed with the voting ballots mailed by the said persons.

A filled-out and signed voting ballot shall be sent by mail to the following address: - 107076, Moscow, C18, building 5B, ul. Stromynka, JSC IRC - R.O.S.T.