United Company RUSAL Plc:Change of Directorate and Change of Composition of
the Corporate Governance & Nomination Committee and the Remuneration
HONG KONG -- May 26, 2013
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)
CHANGE OF DIRECTORATE AND CHANGE OF COMPOSITION OF THE CORPORATE GOVERNANCE &
NOMINATION COMMITTEE AND THE REMUNERATION COMMITTEE
The Board of the Company announces that Mr. Barry Cheung Chun-yuen has, with
effect from 25 May 2013, resigned as an independent non-executive director of
the Company and as a member of committees of the Board (including the
Corporate Governance & Nomination Committee and Remuneration Committee of the
Company) for the reason that he needs to focus on personal business matters.
The Board of Directors (the “Board”) of United Company RUSAL Plc (Paris:RUSAL)
(Paris:RUAL) (the “Company”) announces that Mr. Barry Cheung Chun-yuen (“Mr.
Cheung”) has, with effect from 25 May 2013, resigned as an independent
non-executive director of the Company (“INED”) and as a member of committees
of the Board (including the Corporate Governance & Nomination Committee and
Remuneration Committee of the Company) for the reason that he needs to focus
on personal business matters. Mr. Cheung confirms that he does not have any
disagreement with the Board and that there is no other matter relating to his
resignation which needs to be brought to the attention of the shareholders of
The Board would like to express its sincere gratitude to Mr. Cheung for his
valuable contribution during his term of office with the Company.
The Company will appoint a new independent non-executive director to replace
Mr. Cheung as soon as practicable^1. Further announcements will be made as and
when appropriate in accordance with the Listing Rules.
By Order of the Board of Directors of
United Company RUSAL Plc
27 May 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 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
^1 Under Rules 3.10A and 3.11 of the Listing Rules, the board of an issuer
should be composed of at least one-third INEDs (“Composition Requirement”),
and failing that an issuer is required, inter alia, to appoint a sufficient
number of INEDs within three months. The Company was granted a waiver from
strict compliance with these requirements as the percentage of INEDs (27.8%)
was very close to the Composition Requirement. Once a replacement INED is
appointed, the Company will once again have 5 INEDs out of 18 Directors.
United Company RUSAL Plc
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