The meeting was convened on March 11 on initiative from RusAl, the world's largest aluminum maker, and was intended to replace the board.
RusAl, controlled by Russian billionaire Oleg Deripaska, and Interros, the investment arm of another Russian billionaire Vladimir Potanin, have long been fighting for control of Norilsk Nickel. RusAl says the Norilsk board became dominated by officials linked with Interros after an AGM last summer, where RusAl lost one board seat, while Interros increased its representation.
The meeting elected Alexander Voloshin, who lost the position in summer, to chair the board.
Sergei Barbashev, Andrei Bougrov, Marianna Zakharova and Larisa Zelkova will represent Interros in the new board.
Deripaska, Maxim Sokov from RusAl and Farkhad Moshiri from Metalloinvest, one of Russia's largest metals producers which owns 4% in Norilsk, were also elected.
Independent directors will be represented by Lucian Bebchuk, nominated by RusAl, and Bradford Alan Mills, nominated by Interros.
Norilsk management will be represented by Norilsk General Director Vladimir Strzhalkovsky and Norilsk President Andrei Klishas. New Norilsk shareholder Trafigura Beheer B.V. will be represented by Claude Dauphin.
In December, Norilsk sold American Depositary Shares equaling about 8% of its stock to Trafigura Beheer BV. RusAl said it was worried by the deal which it called non-transparent and filed a suit to a U.S. court. The deal between Norilsk and Trafigura has not been officially closed yet.
"On the whole, RusAl is positive about the extraordinary meeting's results. All candidates, for whom RusAl voted, were elected to the board. The election of Voloshin, the cornerstone of arguments after the annual meeting, may form a basis for a functional dialogue between Norilsk shareholders," a source, close to the aluminum company, told RIA Novosti.
Troika Dialog investment house said that results of the vote cemented Interros' control over Norilsk.
"The results lacked major surprises, Interros and the Norilsk Nickel's management retaining a tight grip over the 13-seat board," Troika said in a research note.
"Four Interros representatives ... will be accompanied by two directors nominated by the management... UC RUSAL's presence on the board will be cut by a third to just two ... The two largest minority shareholders - Metalloinvest and Trafigura - will have one vote each during BoD meetings through Farhad Moshiri and Claude Dauphin, respectively. Overall, we think the alliance of Interros and Norilsk Nickel's management can directly garner at least 7 votes out of 13, affording them control over the BoD."
