United Company RUSAL : Continuing Connected Transaction

  United Company RUSAL : Continuing Connected Transaction

Business Wire

HONG KONG -- November 22, 2012

Regulatory News :

United Company RUSAL (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)

Reference is made to the announcements of the Company dated 13 February 2012,
31 July 2012 and 19 October 2012 in relation to certain raw materials supply
agreements which constitute continuing connected transactions of the Company.

The Company is pleased to announce that on 21 November 2012, RUS-Engineering,
as the buyer, and Energoprom Management, as the supplier, entered into the
Additional Cathode Blocks Supply Agreement.

Reference is made to the announcement of the Company dated 13 February 2012,
31 July 2012 and 19 October 2012 in relation to certain raw materials supply
agreements which constitute continuing connected transactions of the Company.

THE ADDITIONAL CATHODE BLOCKS SUPPLY AGREEMENT

The Company is pleased to announce that on 21 November 2012, RUS-Engineering,
as the buyer, and Energoprom Management, as the supplier, entered into a
cathode blocks supply agreement (the “Additional Cathode Blocks Supply
Agreement”) pursuant to which RUS-Engineering agreed to buy and Energoprom
Management agreed to sell approximately 1,050 tonnes of cathode blocks for the
year ending 31 December 2012, for a total consideration of up to approximately
USD1.7 million.

Under the Additional Cathode Blocks Supply Agreement, the consideration is to
be satisfied in cash via wire transfer within 20 days after the date of
supply.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected
transactions contemplated under the Additional Cathode Blocks Supply Agreement
should be aggregated with the continuing connected transactions under the
Previously Disclosed Raw Materials Supply Agreements, as they were entered
into by the Group with the associate of the same connected persons and the
subject matter of each of the agreements relates to the purchase of raw
materials by members of the Group for the purposes of the Group’s repair
programme.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Based on the terms of the Additional Cathode Blocks Supply Agreement and the
Previously Disclosed Raw Materials Supply Agreements, the annual aggregate
transaction amount that is payable by members of the Group to Energoprom
Management for the financial year ending 31 December 2012 is estimated to be
up to approximately USD17.1 million.

This annual aggregate transaction amount is estimated by Directors based on
the amount of cathode blocks to be supplied and their contract price, and also
the relevant historical figures for the year ended 31 December 2011.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The transactions contemplated under the Additional Cathode Blocks Supply
Agreement are entered into for the purposes of repairing the pots for the
aluminium smelters as part of the pot repair programme. The Company considers
that the transactions contemplated under the Additional Cathode Blocks Supply
Agreement are for the benefit of the Company, as Energoprom Management offered
the supply of cathode blocks to the Group at costs more favourable than the
prevailing market rate based on tender.

The consideration payable under the Additional Cathode Blocks Supply Agreement
has been determined with reference to the market price and on terms no less
favourable than those prevailing in the Russian market for cathode blocks
respectively of the same type and quality as those offered by Energoprom
Management to independent third parties.

The Directors (including the independent non-executive Directors) consider
that the Additional Cathode Blocks Supply Agreement has been entered into on
normal commercial terms which are fair and reasonable and the transactions
contemplated under the Additional Cathode Blocks Supply Agreement are in the
ordinary and usual course of business of the Group and in the interests of the
Company and its shareholders as a whole.

None of the Directors has a material interest in the transactions contemplated
by the Additional Cathode Blocks Supply Agreement save for Mr. Blavatnik who
is indirectly interested in more than 30% of Energoprom Management.

Accordingly, Mr. Blavatnik did not vote at the board meeting at which the
board resolution to approve the Additional Cathode Blocks Supply Agreement was
considered.

LISTING RULES IMPLICATIONS

Each of Mr. Vekselberg and Mr. Blavatnik indirectly holds more than 30% of the
issued share capital of Energoprom Management. Energoprom Management is
therefore an associate of each of Mr. Vekselberg (who was a non-executive
Director of the Company until his resignation with effect from 16 March 2012)
and Mr. Blavatnik (who is a Director). On this basis, Energoprom Management is
an associate of each of Mr. Vekselberg and Mr. Blavatnik and hence a connected
person of the Company under the Listing Rules.

Accordingly, the transactions contemplated under the Additional Cathode Blocks
Supply Agreement constituted continuing connected transactions of the Company.

The estimated annual aggregate transaction amount for the financial year
ending 31 December 2012 under the Additional Cathode Blocks Supply Agreement
and the Previously Disclosed Raw Materials Supply Agreements is more than 0.1%
but less than 5% under the applicable percentage ratios. Accordingly, pursuant
to Rule 14A.34 of the Listing Rules, the transactions contemplated under these
agreements are only subject to the reporting and announcement requirements set
out in Rules 14A.45 to 14A.47, the annual review requirements set out in Rules
14A.37 to 14A.40 and the requirements set out in Rules 14A.35(1) and 14A.35(2)
of the Listing Rules. These transactions are exempt from the independent
shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Details of the Additional Cathode Blocks Supply Agreement and the Previously
Disclosed Raw Materials Supply Agreements will be included in the next annual
report and accounts of the Company in accordance with Rule 14A.46 of the
Listing Rules where appropriate.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY AND ENERGOPROM MANAGEMENT

The Company is principally engaged in the production of aluminium and alumina.
The Company’s assets include bauxite and nepheline ore mines, alumina
refineries, aluminium smelters, casthouse business for alloys production,
aluminium foil mills and production of aluminium packaging materials as well
as power-generating assets. Spread across 19 countries in five continents, the
operations and offices of the Company employ more than 72,000 people.

Energoprom Management is principally engaged in manufacturing high-technology
electrode and cathode products, the main consumers of which are producers of
steel, aluminum, silicon and ferrous alloys.

DEFINITIONS

In this announcement, the following expressions have the following meanings,
unless the context otherwise requires:

“associate”                     has the same meaning ascribed thereto under
                                 the Listing Rules
                                 United Company RUSAL Plc, a limited liability
“Company”                        company incorporated in Jersey, the shares of
                                 which are listed on the main board of the
                                 Stock Exchange
“connected person”               has the same meaning ascribed thereto under
                                 the Listing Rules
“continuing connected            has the same meaning ascribed thereto under
transaction”                     the Listing Rules
“Director(s)”                    the director(s) of the Company
                                 Energoprom Management CJSC or ZAO Energoprom
“Energoprom Management”          Management, a company incorporated under the
                                 laws of the Russian Federation
“Group”                          the Company and its subsidiaries
“Listing Rules”                  The Rules Governing the Listing of Securities
                                 on the Stock Exchange
“Mr. Blavatnik”                  Mr. Len Blavatnik, a non-executive Director
                                 of the Company
                                 Mr. Victor Vekselberg, whose resignation as a
“Mr. Vekselberg”                 non-executive director of the Company took
                                 effect on 16 March 2012
“percentage ratios”              the percentage ratios under Rule 14.07 of the
                                 Listing Rules
                                 the 2012 Raw Materials Supply Agreements as
                                 defined and disclosed in the Company’s
                                 announcement dated 13 February 2012, the
                                 addendum to the RUS-Engineering Carbon Pastes
“Previously Disclosed Raw        and Cathode Blocks Supply Agreements as
Materials Supply Agreements”     disclosed in the Company’s announcement dated
                                 31 July 2012 and the addendum to the
                                 RUS-Engineering Carbon Pastes and Cathode
                                 Blocks Supply Agreements as disclosed in the
                                 Company’s announcement dated 19 October 2012
“RUS-Engineering”                RUS-Engineering LLC, an indirect wholly-owned
                                 subsidiary of the Company
“RUS-Engineering Carbon Pastes   have the same meaning as defined and
and Cathode Blocks Supply        disclosed in the Company´s announcement dated
Agreements”                      13 February 2012
“Stock Exchange”                 The Stock Exchange of Hong Kong Limited
“substantial shareholder”        has the same meaning ascribed thereto under
                                 the Listing Rules
“USD”                            United States dollars, the lawful currency of
                                 the United States

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

22 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