English to Russian Bus/Financial Finance (general) debt restructuring

Dividends
The restructuring agreements restrict the Group’s ability to pay dividends. In particular, dividends may not be paid until the Group’s ratio of total net debt to Covenant EBITDA is 3 to 1 or less and its debt (excluding debt owed to VEB and Onexim) has been repaid by at least US$5 billion.
Further, there should be no continuing default under the international override agreement and the Group should be able to demonstrate that it has sufficient cash to pay the proposed dividends. If and when dividends become payable, they are limited to no more than 50% of the Group’s annual net profit (excluding earnings, but including dividends, of Norilsk Nickel) in any one year.

Guarantees
Material subsidiaries of the Company and their holding companies agreed to provide guarantees of the obligations of the Company and other Group members that are borrowers under the Group’s international debt agreements. The guarantees are subject, where relevant, to statutory limitations, but otherwise guarantee the full amount of debt outstanding and subject to the international override agreement together with any interest payments and/or fees and expenses.

Warrants
Fee warrants will be automatically converted into the Company’s Shares at the nominal value of the Shares on the date of the *Global Offering*. International lenders may require the Company to settle the fee warrants (issued on the first day of the override period) in cash in lieu of shares at a price per share equal to the US dollar price per Share under the International Placing less certain portion of commissions, fees and expenses relating to the Global Offering. Otherwise, Shares into which warrants are converted following the Global Offering will be subject to a lock-up of 180 days following the date of completion of the Global Offering (or such shorter lock-up period as may apply to the Company’s shareholders). International lenders holding fee warrants representing 0.73% of the Company’s share capital (immediately following completion of the Global Offering, assuming the Over-allotment Option is not exercised and no bonus Shares are issued to management) have exercised their cash settlement option.