United Company RUSAL Plc: Continuing Connected Transactions

  United Company RUSAL Plc: Continuing Connected Transactions

Business Wire

HONG KONG -- February 14, 2013

RegulatoryNews:

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
                   PURCHASE OF RAW MATERIALS FOR REPAIRING

The Company is pleased to announce that on 14 February 2013, RUS-Engineering,
as the buyer, and CJSC “EPM-NovEP”, as the seller, entered into the Carbon
Paste Purchase Agreement.

Reference is made to the announcement of the Company dated 28 December 2012 in
relation to the Previously Disclosed Cathode Blocks Supply Agreement.

THE CARBON PASTE PURCHASE AGREEMENT

The Company is pleased to announce that on 14 February 2013, RUS-Engineering,
as the buyer, and Closed Joint Stock Company “ENERGOPROM — Novosibirsk
Electrode Plant” (“CJSC “EPM-NovEP””), as the seller, entered into a carbon
paste purchase agreement (the “Carbon Paste Purchase Agreement”) pursuant to
which RUS-Engineering agreed to buy and CJSC “EPM-NovEP” agreed to sell the
estimated amount of carbon paste of up to approximately 8,691 tonnes for the
year ending 31 December 2013, for a total consideration of up to approximately
USD5.504 million.

Under the Carbon Paste Purchase Agreement, the consideration is to be
satisfied in cash via wire transfer within 20 calendar 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 Carbon Paste Purchase Agreement should be
aggregated with the continuing connected transactions under the Previously
Disclosed Cathode Blocks Supply Agreement, as they were entered into by the
Group with the associates 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 Carbon Paste Purchase Agreement and the Previously
Disclosed Cathode Blocks Supply Agreement, the annual aggregate transaction
amount that is payable by members of the Group to the associates of Mr.
Vekselberg and Mr. Blavatnik for the financial year ending 31 December 2013 is
estimated to be up to approximately USD46.045 million.

This annual aggregate transaction amount is estimated by the Directors based
on the amount of raw materials to be supplied and their contract price, and
also the relevant historical figures for the year ended 31 December 2012.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The transactions contemplated under the Carbon Paste Purchase 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 Carbon Paste Purchase Agreement are for
the benefit of the Company, as CJSC “EPM-NovEP” offered the supply of carbon
paste to the Group at costs more favourable than the prevailing market rate
based on tender.

The consideration payable under the Carbon Paste Purchase Agreement has been
determined with reference to the market price and on terms no less favourable
than those prevailing in the Russian market for carbon paste of the same type
and quality and those offered by CJSC “EPM-NovEP” to independent third
parties.

The Directors (including the independent non-executive Directors) consider
that the Carbon Paste Purchase Agreement has been entered into on normal
commercial terms which are fair and reasonable and the transactions
contemplated under the Carbon Paste Purchase 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 Carbon Paste Purchase Agreement save for Mr. Blavatnik who is
indirectly interested in more than 30% of CJSC “EPM-NovEP”. Accordingly, Mr.
Blavatnik did not vote on the Board resolutions to approve the Carbon Paste
Purchase Agreement.

LISTING RULES IMPLICATIONS

Each of Mr. Vekselberg and Mr. Blavatnik indirectly holds more than 30% of the
issued share capital of CJSC “EPM-NovEP”. CJSC “EPM-NovEP”is therefore an
associate of each of Mr. Vekselberg (who was a non-executive Director until
his resignation with effect from 16 March 2012) and Mr. Blavatnik (who is a
non-executive Director). On this basis, CJSC “EPM-NovEP” 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 Carbon Paste Purchase Agreement constituted continuing connected
transactions of the Company.

The estimated annual aggregate transaction amount for the financial year
ending 31 December 2013 under the Carbon Paste Purchase Agreement and the
Previously Disclosed Cathode Blocks Supply Agreement 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 Carbon Paste Purchase Agreement and the Previously Disclosed
Cathode Blocks Supply Agreement 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 CJSC “EPM-NovEP”

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.

CJSC “EPM-NovEP” is principally engaged in the production of graphite
electrodes, carbon electrodes, cathode blocks, calcined petroleum coke and
electrode paste.

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
“Board”                         the board of Directors
                                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
“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
                                Mr. Victor Vekselberg, whose resignation as a
“Mr. Vekselberg”                non-executive Director took effect on 16 March
                                2012
“percentage ratios”             the percentage ratios under Rule 14.07 of the
                                Listing Rules
                                the Cathode Blocks Supply Agreement entered
                                into between RUS-Engineering and Energoprom
“Previously Disclosed Cathode   Management CJSC for the purpose of the Group’s
Blocks Supply Agreement”        repair programme, as defined and disclosed in
                                the Company’s announcement dated 28 December
                                2012
“RUS-Engineering”               RUS-Engineering LLC, 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

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

15 February 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