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United Company RUSAL Plc: CONTINUING CONNECTED TRANSACTIONS SALE OF RAW MATERIALS



  United Company RUSAL Plc: CONTINUING CONNECTED TRANSACTIONS SALE OF RAW
  MATERIALS

Business Wire

HONG KONG -- January 27, 2013

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)

                      CONTINUING CONNECTED TRANSACTIONS
                            SALE OF RAW MATERIALS

Reference is made to the announcements of the Company dated 28 December 2012,
16 January 2013 and 25 January 2013 in relation to certain continuing
connected transactions regarding the supply of raw materials by members of the
Group to the associates of Mr. Deripaska/En+.

The Company also announces that RUSAL TH, a member of the Group, as seller,
entered into the 2013 Raw Materials Supply Contracts with the associates of
Mr. Deripaska/En+.

Reference is made to the announcements of the Company dated 28 December 2012,
16 January 2013 and 25 January 2013 in relation to certain continuing
connected transactions regarding the supply of raw materials by members of the
Group to the associates of Mr. Deripaska/En+.

2013 RAW MATERIALS SUPPLY CONTRACTS

The Company also announces that RUSAL TH, a member of the Group, as seller,
entered into the following raw materials supply contracts with particulars set
out below (the “2013 Raw Materials Supply Contracts”):

                                                                                           
                                                  Estimated
                                                                  Estimated
                                                  consideration
                                                                  delivery
                                      Raw         payable for                 Duration
                                      materials   the year        volume      and
Date of         Buyer (associates     to                          for the                 Payment
contract        of Mr.                            ending 31       year        extension   terms
                Deripaska/En+)        be
                                      supplied    December 2013   ending 31   clause
                                                                              (if any)
                                                  excluding VAT   December

                                                  (USD,           2013
                                                  million)
25 January      Glavstroy Ust         Aluminium                   240         Up to 31    100%
2013            Labinsk Ltd           paste APG   1.13            tonnes      December    prepayment
                                                                              2013
                                                                                          100 %
                                                                                          payment

                                      Aluminium                               Up to 31    within 30
25 January      CJSC MC               powder      1.27            372         December    days from
2013            Soyuzmetallresource   grade APG                   tonnes      2013
                                                                                          date of
                                                                                          shipment

                                                                                           
Total
estimated

consideration
payable
                                                  2.4                                      
for the year

ending 31

December
2013:
                                                                                         

For each of the contracts set out in the table above, the consideration is to
be satisfied in cash via wire transfer.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected
transactions under the 2013 Raw Materials Supply Contracts are required to be
aggregated, as they were entered into by the Group with the associates of the
same connected persons or with parties connected or otherwise associated with
one another, and the subject matter of each of the contracts relates to the
supply of raw materials by the Group.

The annual aggregate transaction amount payable under the 2013 Raw Materials
Supply Contracts and the Previously Disclosed 2013 Raw Materials Supply
Contracts is estimated to be up to approximately USD16.795 million for the
year ending 31 December 2013.

The annual aggregate amounts are estimated by Directors based on the maximum
amount of consideration payable under the terms of the 2013 Raw Materials
Supply Contracts and the Previously Disclosed 2013 Raw Materials Supply
Contracts.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The entry into the 2013 Raw Materials Supply Contracts is part of the Group’s
inventory management process. The entry into the 2013 Raw Materials Supply
Contracts is in the ordinary and usual course of business of the Group. The
Company believes that the entry into the 2013 Raw Materials Supply Contracts
with its connected persons is for the benefit of the Company as the Group is
assured of payment on a timely basis and there are no financial risks.

The terms of the 2013 Raw Materials Supply Contracts have been negotiated on
arm’s length basis between members of the Group and the associates of En+
and/or Mr. Deripaska, and the transactions are entered into on normal
commercial terms. The consideration payable under the 2013 Raw Materials
Supply Contracts has been arrived at by reference to market price and on terms
no less favourable than those prevailing in the Russian market for raw
materials of the same type and quality and those offered by members of the
Group to independent third parties.

The Directors (including the independent non-executive Directors) consider
that the 2013 Raw Materials Supply Contracts have been negotiated on an arm’s
length basis and on normal commercial terms which are fair and reasonable and
the transactions contemplated thereunder 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 2013 Raw Materials Supply Contracts save for Mr. Deripaska who is
indirectly interested in more than 30% of the issued share capital of each of
Glavstroi Ust Labinsk Ltd. and CJSC MC Soyuzmetallresource, through his
shareholding in either in Basic Element or En+. Accordingly, Mr. Deripaska did
not vote on the Board resolutions approving the 2013 Raw Materials Supply
Contracts.

LISTING RULES IMPLICATIONS

Glavstroi Ust Labinsk Ltd. is held by Basic Element as to more than 30% of the
issued share capital. Basic Element is in turn held by Mr. Deripaska (the
chief executive officer and the executive Director of the Company) as to more
than 50% of the issued share capital. Glavstroi Ust Labinsk Ltd., is therefore
an associate of Mr. Deripaska and is thus a connected person of the Company.

CJSC MC Soyuzmetallresource is held by En+ (a substantial shareholder of the
Company) as to more than 30% of the issued share capital. En+ is in turn held
by Mr. Deripaska as to more than 50% of the issued share capital. CJSC MC
Soyuzmetallresource is therefore an associate of Mr. Deripaska and of En+, and
thus a connected person of the Company.

Accordingly, the transactions contemplated in the 2013 Raw Materials Supply
Contracts constitute continuing connected transactions of the Company.

As the applicable percentage ratios (other than the profits ratio) for the
2013 Raw Materials Supply Contracts and the Previously Disclosed 2013 Raw
Materials Supply Contracts for the year ending 31 December 2013 are more than
0.1% but less than 5%, pursuant to Rule 14A.34 of the Listing Rules, the
transactions contemplated under the 2013 Raw Materials Supply Contracts 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. They are exempt from the independent shareholders’ approval
requirements of Chapter 14A of the Listing Rules.

Details of the 2013 Raw Materials Supply Contracts 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

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 5 continents, the
operations and offices of the Company employ over 72,000 people.

Glavstroi Ust-Labinsk Ltd. is principally engaged in construction business.

CJSC MC Soyuzmetallresource is principally engaged in the provision of repair
services and ferromolybdenium production.

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
                              
“Basic Element”              Basic Element Limited, a company incorporated in
                             Jersey
                              
“Board”                      the board of Directors of the Company
                              
                             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 the
transaction”                 Listing Rules
                              
“Director(s)”                the director(s) of the Company
                              
                             En+ Group Limited, a company incorporated in
“En+”                        Jersey, the controlling shareholder (as defined
                             in the Listing Rules) of the Company
                              
“Group”                      the Company and its subsidiaries
                              
“Listing Rules”              The Rules Governing the Listing of Securities on
                             the Stock Exchange
                              
                             Mr. Oleg Deripaska, the chief executive officer
“Mr. Deripaska”              and an executive Director of the Company , who
                             also indirectly holds more than 50% interests in
                             En+
                              
                             the raw materials supply contracts pursuant to
                             which members of the Group were the sellers and
“Previously Disclosed 2013   the associates of Mr. Deripaska/En+ were the
Raw Materials Supply         buyers in relation to the financial year ending
Contracts”                   31 December 2013, as disclosed in the
                             announcements of the Company dated 28 December
                             2012, 16 January 2013 and 25 January 2013
                              
“percentage ratios”          the percentage ratios under Rule 14.07 of the
                             Listing Rules
                              
                             Open Joint Stock Company “United Company RUSAL
“RUSAL TH”                   Trading House”, a company incorporated in the
                             Russian Federation and an indirect wholly-owned
                             subsidiary of the Company
                              
“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 of America
                              

  By Order of the Board of Directors of

  United Company RUSAL Plc
 
  Vladislav Soloviev

  Director

28 January 2013

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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