United Company RUSAL Plc: Continuing Connected Transactions

  United Company RUSAL Plc: Continuing Connected Transactions

          (1) Update on the Purchase of Raw Materials for Production

                   (2) Update on the Sale of Raw Materials

Business Wire

HONG KONG -- February 27, 2013

Regulatory News:

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 (Paris:RUSAL) (Paris:RUAL)
        (Incorporated under the laws of Jersey with limited liability)
                              (Stock Code: 486)

Reference is made to the announcement of the Company dated 28 December 2012 in
relation to the purchase of calcined petroleum coke for production from
Energoprom Management and the announcement of the Company dated 28 December
2012 in relation to, among other things, the sale of green petroleum coke to
Energoprom Management (the “Announcements”). Unless otherwise defined herein,
all capitalized terms used herein shall have the same meanings as those
defined in the Announcements.

UPDATE ON THE PURCHASE OF RAW MATERIALS FOR PRODUCTION

As previously disclosed, on 25 December 2012, RUSAL TH, as buyer, and
Energoprom Management, as seller, entered into the Addendum to Calcined
Petroleum Coke Supply Agreement. The Company announces that, starting from 1
March 2013, RUSAL TH will cease to purchase calcined petroleum coke under the
Addendum to Calcined Petroleum Coke Supply Agreement. Instead, RUSAL TH will
purchase calcined petroleum coke from Closed Joint Stock Company “ENERGOPROM —
Novosibirsk Electrode Plant” (“CJSC “EPM-NovEP””) starting from 1 March 2013.
Accordingly, on 26 February 2013, RUSAL TH, as buyer, and CJSC “EPM-NovEP”, as
seller, entered into an agreement pursuant to which RUSAL TH agreed to
purchase and CJSC “EPM-NovEP” agreed to supply calcined petroleum coke on the
same terms as in the Addendum to Calcined Petroleum Coke Supply Agreement
(save for the seller was changed to CJSC “EPM-NovEP”) (the “Calcined Petroleum
Coke Purchase Agreement with CJSC “EPM-NovEP””). All transactions contemplated
under the Calcined Petroleum Coke Purchase Agreement with CJSC “EPM-NovEP”
will take place starting from 1 March 2013. It is expected that no transaction
amount will be incurred under the Addendum to Calcined Petroleum Coke Supply
Agreement from 1 March 2013 onwards.

The estimated annual aggregate transaction amount that is payable by the Group
to the associates of Mr. Vekselberg and Mr. Blavatnik under the relevant
purchase of raw materials agreements for production for the year ending 31
December 2013 remain as up to approximately USD25.89 million as disclosed in
the Company’s announcement dated 21 February 2013.

UPDATE ON THE SALE OF RAW MATERIALS

As previously disclosed, on 25 December 2012, RUSAL TH, as seller, and
Energoprom Management, as buyer, entered into the Addendum to Green Petroleum
Coke Sale Agreement. The Company announces that, starting from 1 March 2013,
RUSAL TH will cease to supply green petroleum coke under the Addendum to Green
Petroleum Coke Sale Agreement. Instead, RUSAL TH will supply green petroleum
coke to CJSC “EPM-NovEP” starting from 1 March 2013. Accordingly, on 26
February 2013, RUSAL TH, as seller, and CJSC “EPM-NovEP”, as buyer, entered
into an agreement pursuant to which RUSAL TH agreed to supply and CJSC
“EPM-NovEP” agreed to purchase green petroleum coke on the same terms as in
the Addendum to Green Petroleum Coke Sale Agreement (save for the buyer was
changed to CJSC “EPM-NovEP”) (the “Green Petroleum Coke Sale Agreement with
CJSC “EPM-NovEP””). All transactions contemplated under the Green Petroleum
Coke Sale Agreement with CJSC “EPM-NovEP” will take place starting from 1
March 2013. It is expected that no transaction amount will be incurred under
the Addendum to Green Petroleum Coke Sale Agreement from 1 March 2013 onwards.

The estimated annual aggregate transaction amount that is payable by the
associates of SUAL Partners, Mr. Vekselberg and Mr. Blavatnik to the Group
under the relevant sale of raw materials agreements for the year ending 31
December 2013 remain as up to approximately USD20.99 million as disclosed in
the Company’s announcement dated 15 February 2013.

CJSC “EPM-NovEP” is a member of the group of companies in which Energoprom
Management is also a member. 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 Calcined Petroleum Coke
Purchase Agreement with CJSC “EPM-NovEP” and the Green Petroleum Coke Sale
Agreement with CJSC “EPM-NovEP” constitute continuing connected transactions
of the Company.

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

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

28 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
 
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