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United Company RUSAL Plc : Continuing Connected Transactions Heat Supply Contracts

  United Company RUSAL Plc : Continuing Connected Transactions Heat Supply
  Contracts

Business Wire

HONG KONG -- April 16, 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)

The Company announces that certain members of the Group, in their usual and
ordinary course of business, have entered into a series of heat supply
contracts with the associates of En+, a substantial shareholder of the
Company, pursuant to which the associates of En+ supply heat energy to the
members of the Group.

HEAT SUPPLY CONTRACTS

The Company announces that certain members of the Group, in their usual and
ordinary course of business, have entered into a series of heat supply
contracts with the associates of En+, a substantial shareholder of the
Company, pursuant to which the associates of En+ supply heat energy to the
members of the Group (the “Heat Supply Contracts”). Set out below are the
major terms of the Heat Supply Contracts.

                                              Estimate
                                              amount     Estimate
                                              of heat    consideration
           Purchaser                          to be      for the year
Date of    (members    Supplier       Form    supplied   ending 31       Payment
contract  of the     (associates   of     for the   December       terms
           Group)      of En+)        heat    year       2013,
                                              ending     excluding VAT
                                              31         (USD)
                                              December
                                              2013
                                                                         Not less
                                                                         than 85%
                                                                         to be paid
                                                                         till the
                                                                         end of the
                                                                         current
                                                                         month,
           RUSAL                                                         with the
01         Taishet     Baikalenergo                                      final
January    Aluminium   Closed Joint   Hot     629.673                    settlement
2012      Smelter    Stock         water  Gcal      22,335         for
           Limited     Company                                           actually
(Note 1)   Liability                                                     consumed
           Company                                                       hot water
                                                                         to be made
                                                                         no later
                                                                         than the
                                                                         10th day
                                                                         of the
                                                                         following
                                                                         month

                                                      Estimate     Estimate
                                                      amount of    consideration
                                                      heat to be   for the year
Date of         Purchaser     Supplier        Form    supplied     ending 31       Payment
contract       (members of  (associates    of     for the     December       terms
                the Group)    of En+)         heat    year         2013,
                                                      ending 31    excluding VAT
                                                      December     (USD)
                                                      2013
                                                                                   Advance
                                                                                   payment
                                                                                   of 35% of
                                                                                   the total
                                                                                   price on
                                                                                   the 18th
                                                                                   day of
                                                                                   each
                                                                                   month,
                                                                                   and 50%
                RUSAL         Irkutskenergo   Hot                                  on the
01 January     Bratsk Open  Open Joint     water  416 Gcal    9,216          30th day
2013            Joint Stock   Stock Company   and                                  of each
                Company                       steam                                month
                                                                                   with the
                                                                                   remainder
                                                                                   (15%)
                                                                                   being
                                                                                   paid up
                                                                                   by the
                                                                                   10th day
                                                                                   of the
                                                                                   next
                                                                                   month
                                                                                   Advance
                                                                                   payment
                                                                                   of 35% of
                                                                                   the total
                                                                                   price on
                                                                                   the 18th
                                                                                   day of
                                                                                   each
                                                                                   month,
                IrkAZ-SUAL                                                         and 50%
                branch of     Irkutskenergo                                        on the
01 January     SUAL Open    Open Joint     Hot    129,655.71  2,958,949      30th day
2013            Joint Stock   Stock Company   water   Gcal                         of each
                Company                                                            month
                                                                                   with the
                                                                                   remainder
                                                                                   (15%)
                                                                                   being
                                                                                   paid up
                                                                                   by the
                                                                                   10th day
                                                                                   of the
                                                                                   next
                                                                                   month
                                                                                   Advance
                                                                                   payment
                                                                                   of 35% of
                                                                                   the total
                                                                                   price on
                                                                                   the 18th
                                                                                   day of
                                                                                   each
                                                                                   month,
                IrkAZ-SUAL                                                         and 50%
                branch of     Irkutskenergo                                        on the
01 January     SUAL Open    Open Joint     Steam  79,626      2,660,358      30th day
2013            Joint Stock   Stock Company           Gcal                         of each
                Company                                                            month
                                                                                   with the
                                                                                   remainder
                                                                                   (15%)
                                                                                   being
                                                                                   paid up
                                                                                   by the
                                                                                   10th day
                                                                                   of the
                                                                                   next
                                                                                   month
                                                                                   Monthly
                                                                                   payments
                                                                                   within 20
                RUSAL                         Hot                                  days of
01 January      Sayanogorks   Baikalenergo    water                                the end
2013           Open Joint   Closed Joint   and    422.8 Gcal  19,114         of each
                Stock         Stock Company   steam                                month in
                Company                                                            which hot
                                                                                   water and
                                                                                   steam was
                                                                                   supplied
                                                                                   Monthly
                                                                                   payments
                                                                                   within 20
                RUSAL                         Hot     1,115.1                      days of
01 January      Sayanogorks   Baikalenergo    water   Gcal                         the end
2013           Open Joint   Closed Joint   and    51,152.16   208,776        of each
                Stock         Stock Company   steam   cubic                        month in
                Company                               meters                       which hot
                                                                                   water and
                                                                                   steam was
                                                                                   supplied
                                                                                   Monthly
                                                                                   payments
                              Khakass                                              within 15
                RUSAL         Utility         Hot                                  days of
                Sayanogorks   Systems         water   327,667                      the end
20 March 2013  Open Joint   Limited        and    Gcal        6,525,008      of each
                Stock         Liability       steam                                month in
                Company       Company                                              which hot
                                                                                   water and
                                                                                   steam was
                                                                                   supplied
Total
estimate
consideration
for the year                                              12,403,756     
ending 31
December
2013:

Note 1:

The term of this contract is up to 31 December 2014. The estimate
consideration for the year ending 31 December 2014 under this contract is
USD27,769.93.

The consideration payable under the Heat Supply Contracts is to be satisfied
in cash via wire transfer.

THE AGGREGATION APPROACH AND THE ANNUAL AGGREGATE TRANSACTION AMOUNTS

Pursuant to Rule 14A.25 of the Listing Rules, the Heat Supply Contracts are
required to be aggregated as they are each entered into by members of the
Group with the associates of En+, a substantial shareholder of the Company,
and the subject matter of each contract relates to heat supply.

The annual aggregate transaction amount that is payable by the Group to the
associates of En+ under the Heat Supply Contracts for the financial year
ending 31 December 2013 is estimated to be up to approximately USD12.404
million (excluding VAT). Such annual aggregate transaction amount is estimated
by the Directors based on the need for heat by the Group and the total
contract price.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Heat Supply Contracts are entered into for the purpose of obtaining heat
for the Group’s production process and for its production facilities. The
Company considers that the transactions contemplated under the Heat Supply
Contracts are for the benefit of the Company as there is no alternative
supplier available in the respective regions.

The consideration payable under the Heat Supply Contracts have been determined
with reference to the market price and on terms no less favourable than those
prevailing in the Russian market for the supply of heat of the same type and
quality and those offered by the associate of En+ to independent third
parties.

The Directors (including the independent non-executive Directors) consider
that the Heat Supply Contracts are on normal commercial terms which are fair
and reasonable and the transactions contemplated under the Heat Supply
Contracts 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 have a material interest in the transactions
contemplated by the Heat Supply Contracts save for Mr. Oleg Deripaska who is
beneficially interested in more than 50% of the share capital of En+.
Accordingly, Mr. Oleg Deripaska did not vote on the board resolutions to
approve the Heat Supply Contracts.

LISTING RULES IMPLICATIONS

Each of Irkutskenergo Open Joint Stock Company, Baikalenergo Closed Joint
Stock Company and Khakass Utility Systems Limited Liability Company is held by
En+ (being a substantial shareholder of the Company) as to more than 30% of
the issued share capital, and is therefore an associate of En+. Each of
Irkutskenergo Open Joint Stock Company, Baikalenergo Closed Joint Stock
Company and Khakass Utility Systems Limited Liability Company is thus a
connected person of the Company under the Listing Rules. Accordingly, each of
the transactions contemplated under the Heat Supply Contracts constitutes a
continuing connected transaction of the Company.

The annual aggregate transaction amount of the continuing connected
transactions under the Heat Supply Contracts for the financial year ending 31
December 2013 is expected to be more than 0.1% but less than 5% under the
applicable percentage ratios (other than the profits ratio).

Accordingly, pursuant to Rule 14A.34 of the Listing Rules, the transactions
contemplated under the Heat 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. These transactions
are exempt from the independent shareholders’ approval requirements under
Chapter 14A of the Listing Rules.

Information on the Heat 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 five continents, the
operations and offices of the Company employ more than 72,000 people.

Irkutskenergo Open Joint Stock Company is principally engaged in generating
heat and electricity.

Baikalenergo Closed Joint Stock Company is principally engaged in generating
and transmission of heat.

Khakass Utility Systems Limited Liability Company is principally engaged in
generating heat and electricity.

DEFINITIONS

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

“associate”            has the same meaning ascribed to it under the Listing
                        Rules.
“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 to it under the Listing
                        Rules.
“continuing connected   has the same meaning ascribed to it under the Listing
transaction”            Rules.
“Director(s)”           the director(s) of the Company.
“En+”                   En+ Group Limited, 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.
“percentage ratios”     the percentage ratios under Rule 14.07 of the Listing
                        Rules.
“subsidiary”            has the same meaning ascribed to it under the Listing
                        Rules.

“substantial shareholder”           has the same means ascribed to
                                              it under the Listing Rules
“Stock Exchange”                              The Stock Exchange of Hong Kong
                                              Limited.
                                              United States dollars, the
“USD”                                         lawful currency of the United
                                              States of America.

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

17 April 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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