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United Company RUSAL Plc: Change of Directors and Change of Composition of the Audit Committee



  United Company RUSAL Plc: Change of Directors and Change of Composition of
  the Audit Committee

Business Wire

HONG KONG -- November 12, 2012

Regulatory News:

United Company RUSAL Plc (Paris:RUSAL) (Paris:RUAL):

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this announcement.

                           UNITED COMPANY RUSAL PLC
        (Incorporated under the laws of Jersey with limited liability)
                              (Stock Code: 486)

     CHANGE OF DIRECTORS AND CHANGE OF COMPOSITION OF THE AUDIT COMMITTEE

 
The Board of the Company announces that due to other business commitments, Mr.
Dmitry Razumov has tendered his resignation as a non-executive director of the
Company and as a member of any committee of the Board (including the Audit
Committee of the Company) with effect from 9 November 2012.

 

The Board is pleased to announce that Mr. Christophe Charlier has been
appointed as a non-executive director of the Company and as a member of the
Audit Committee, the Standing Committee and the Norilsk Nickel Investment
Supervisory Committee of the Company with effect from 9 November 2012.

CHANGE OF DIRECTORS

The Board of Directors (the “Board”) of United Company RUSAL Plc (the
“Company”) announces that due to other business commitments, Mr. Dmitry
Razumov (“Mr. Razumov”) has tendered his resignation as a non-executive
director of the Company and as a member of any committee of the Board
(including the Audit Committee of the Company) with effect from 9 November
2012. Mr. Razumov confirms that he does not have any disagreement with the
Board and that there is no other matter relating to his resignation which
needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude to Mr. Razumov for his
valuable contribution during his term of office with the Company.

Onexim Holdings Limited, a substantial shareholder of the Company, had
proposed Mr. Christophe Charlier (“Mr. Charlier”) to be considered for
nomination or recommendation as a non-executive director of the Company
pursuant to article 23.4 of the articles of association of the Company (the
“Articles of Association”). Onexim Holdings Limited also proposed Mr. Charlier
to be considered for nomination or recommendation as a member of the Audit
Committee, the Standing Committee and the Norilsk Nickel Investment
Supervisory Committee of the Company. The Board is pleased to announce that
Mr. Charlier has, accordingly, been appointed as a non-executive director of
the Company and as a member of the Audit Committee, the Standing Committee and
the Norilsk Nickel Investment Supervisory Committee of the Company with effect
from 9 November 2012.

Particulars of Mr. Charlier are set out below:

Mr. Charlier, aged 40, joined Onexim Group Limited, a privately-held
investment fund founded by Mr. Mikhail Prokhorov (the ultimate beneficial
owner of Onexim Holdings Limited, a substantial shareholder of the Company),
as Deputy CEO in September 2008. In this capacity, he currently serves on the
Board of Directors of Renaissance Financial Holdings Limited, Renaissance
Capital Investments Limited, Rusal Global Management BV, OJSC RBC, OJSC Quadra
— Power Generation and Ukrainian Agrarian Investments S.A. and is Chairman of
the Board of CJSC OptoGan. In this capacity, he also serves on the Advisory
Committee of Renaissance Capital International Services Limited (Renaissance
Credit) and the Representative Committee of Russian Forestry Products. In
addition, Mr. Charlier was appointed as an alternate to Mr. Razumov for
attending several board meetings of the Company from time to time in the past,
and he has also served as an alternate director to Mr. Razumov in Polyus Gold
International Limited since 2011.

Mr. Charlier is also the chairman of the Board of Directors of Brooklyn
Basketball Holdings LLC (Brooklyn Nets, an NBA basketball team whose principal
owner is Mr. Mikhail Prokhorov) and also serves as a member of the Board of
Directors of Brooklyn Arena LLC (which owns the Barclays Center in Brooklyn,
New York, of which Mr. Mikhail Prokhorov is a substantial owner).

In his personal capacity, Mr. Charlier also serves on the Board of Directors
of Clean Wave Technologies Inc. and Ecometals Limited and is the Chairman of
the Board of Directors of Pure Grass Films Ltd and Le Castle Sports and
Entertainment LLC.

Prior to joining Onexim Group, Mr. Charlier was the Director of Strategic
Development and M&A at OJSC MMC Norilsk Nickel from 2002 to 2004. From 2002 to
2004, he was also a member of the Board of Directors of OJSC MegaFon, the
first trans-Russian GSM mobile operator. From 1998 to 2002, Mr. Charlier was a
Vice President of LV Finance Ltd, a corporate finance and venture capital
boutique in Moscow, and thereafter up to 2003 as the managing director of the
same entity. Prior to that, Mr. Charlier worked in the Investment Banking
Group of Renaissance Capital in Moscow and in the M&A Group of JP Morgan in
New York. In 1994, Mr. Charlier graduated cum laude with a Bachelor of Science
in Economics with a concentration in Finance from the Wharton School of
Business and with a Bachelor of Arts in International Relations from the
College of Arts & Sciences of the University of Pennsylvania.

Mr. Charlier will sign an appointment letter with the Company as a
non-executive director with effect from 9 November 2012. The length of service
of Mr. Charlier as a non-executive director will be determined in accordance
with the Articles of Association. Mr. Charlier’s appointment may be terminated
by Mr. Charlier giving the Company one month’s notice of termination and/or
otherwise in accordance with the Articles of Association. As a non-executive
director, Mr. Charlier will be entitled to a fixed director’s fee of £120,000
per annum, which is determined by the Board with reference to the performance
of the Company, his duties and responsibilities and the prevailing market
conditions. Mr. Charlier will also be entitled to £10,000 per annum as a
member of, and £15,000 per annum as chairman of, each Board committee to which
he may be appointed.

As at the date of this announcement, Mr. Charlier was not interested or deemed
to be interested in any shares or underlying shares of the Company or its
associated corporations within the meaning of Part XV of the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, as at the date of this announcement, Mr. Charlier is
independent from and not related to any other directors, senior management,
substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Charlier has not held any directorship in any
publicly listed companies in the last three years or any other position with
the Company or its subsidiaries.

Save as disclosed above, there are no other matters relating to the
appointment of Mr. Charlier that need to be brought to the attention of the
shareholders of the Company and there is no other information which is
required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.

The Board would like to welcome Mr. Charlier as a non-executive director of
the Company and as a member of the Audit Committee, the Standing Committee and
the Norilsk Nickel Investment Supervisory Committee of the Company.

  By Order of the Board of Directors of
  United Company RUSAL Plc
  Vladislav Soloviev
  Director

12 November 2012

As at the date of this announcement, the executive Directors are Mr. Oleg
Deripaska, Ms. Vera Kurochkina, Mr. Maxim Sokov and Mr. Vladislav Soloviev,
the non-executive Directors are Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr.
Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan Moldazhanova, Mr. Christophe
Charlier, Mr. Artem Volynets, Mr. Dmitry Yudin, Mr. Vadim Geraskin, and the
independent non-executive Directors are Mr. Barry Cheung Chun-yuen, Dr. Peter
Nigel Kenny, Mr. Philip Lader, Ms. Elsie Leung Oi-sie and Mr. Matthias Warnig
(Chairman).

All announcements and press releases published by the Company are available on
its website under the links http://www.rusal.ru/en/investors/info.aspx and
http://www.rusal.ru/en/press-center/press-releases.aspx, respectively.

Contact:

United Company RUSAL Plc
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