United Company RUSAL Plc: Continuing Connected Transactions Insurance Contracts

  United Company RUSAL Plc: Continuing Connected Transactions Insurance
  Contracts

Business Wire

HONG KONG -- June 3, 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, in their usual and ordinary course of business,
members of the Group have entered/will enter into a variety of Insurance
Contracts with Ingosstrakh and/or its subsidiaries (including INGO Ukraine and
INGO Armenia) (being associates of Mr. Deripaska), pursuant to which such
insurance companies provide various insurance services to the Group, including
liability insurance, vessel hull insurance, property insurance and business
interruption insurance.

Reference is made to the announcement of the Company dated 12 November 2012 in
relation to certain continuing connected transactions regarding the provision
of insurance services by the associates of Mr. Deripaska to members of the
Group.

INSURANCE CONTRACTS

The Company announces that during 2013, in their usual and ordinary course of
business, members of the Group have entered/ will enter into a variety of
Insurance Contracts with Ingosstrakh and/or its subsidiaries (including INGO
Ukraine and INGO Armenia) (being associates of Mr. Deripaska), pursuant to
which such insurance companies provide various insurance services to the
Group, including liability insurance, vessel hull insurance, property
insurance and business interruption insurance.

Details of the Insurance Contracts are set out in the table below. The
relevant premium under the Insurance Contracts is to be satisfied in cash via
wire transfer. The Board considers that all the Insurance Contracts are on
normal commercial terms.

                                                                         
                                         Transaction   Transaction
Type of        Date of                   amount in     amount in     Duration   Payment
Insurance      Contract   Counterparty   2013          2014          of         terms
                                                                     contract
                                         (USD)         (USD)
                                                                                
Non-life                                                                        Under
insurance:                                                                      compulsory
compulsory                                                                      insurance —
liability                                                                       quarterly,
insurance                                                                       before the
connected                                                                       beginning of
with                                                                            the relevant
operating      April to   Ingosstrakh,                                          quarter;
the            December   INGO Ukraine   864,486       293,464       One year   under other
hazardous      2013       and INGO                                              insurance
objects and    (Note 1)   Armenia                                               (general
the nuclear                                                                     liability
energy                                                                          insurance) -
sources,                                                                        within 30
general                                                                         days from
liability                                                                       the date of
insurance                                                                       inception
program
Non-life
insurance:     January                                                          Within 15
compulsory     to May     Ingosstrakh    2,640         112           One year   days from
professional   2013                                                             the date of
liability      (Note 1)                                                         inception
insurance
Non-life                                                             Up to 30   Within 30
insurance:     12 April   Ingosstrakh    7,070         N/A           June       days from
vessel hull    2013                                                  2013       the date of
insurance                                                                       inception
                                                                                Two equal
                                                                                instalments,
                                                                                the first
                                                                                payment to
Non-life                                                                        be made
insurance:                                                                      within 2
property and              Ingosstrakh,                                          months from
business       1 June     INGO Ukraine   4,110,465     2,900,374     One year   the date of
interruption   2013       and INGO                                              inception,
insurance                 Armenia                                               the second
program                                                                         payment to
                                                                                be made
                                                                                within 9
                                                                                months from
                                                                                date of
                                                                                inception.
               Total                     4,984,661     3,193,950
               amount:

Note 1: A series of insurance contracts were/will be entered into during the
period.

Given the large number of Group companies which were contracting parties to
the Insurance Contracts, the inclusion of the names of each of the relevant
member of the Group in this announcement may not provide useful information to
the public and would be unduly burdensome for the Company.

THE AGGREGATION APPROACH AND THE ANNUAL AGGREGATE TRANSACTION AMOUNTS

Pursuant to Rule 14A.25 of the Listing Rules, the Insurance Contracts are
required to be aggregated together with the Previously Disclosed Insurance
Contracts as they are entered into by members of the Group with the associates
of Mr. Deripaska and the subject matter of each contract relates to the
provision of insurance services by the associates of Mr. Deripaska to the
Group.

The annual aggregate transaction amounts payable by the Group to the relevant
insurance companies under the Insurance Contracts and the Previously Disclosed
Insurance Contracts for the financial years ending 31 December 2013 and 31
December 2014 are expected to be not exceeding approximately USD9.63 million
and USD3.19 million respectively. The annual aggregate transaction amounts for
the financial years ending 31 December 2013 and 31 December 2014 are estimated
by the Directors based on the need for the insurance services by the Group and
the total contract price under the Insurance Contracts and the Previously
Disclosed Insurance Contracts.

REASONS FOR AND BENEFITS OF THE INSURANCE CONTRACTS AND TRANSACTIONS
THEREUNDER

The Insurance Contracts are entered into for the purpose of various types of
non-life insurance including liability insurance, cargo insurance, vessel hull
insurance, property insurance and business interruption insurance. The Company
considers that the transactions contemplated under the Insurance Contracts are
for the benefit of the Company as they cover its risk exposures and are in
line with best practices in risk management of major corporations worldwide.

The premium paid or payable under the Insurance Contracts has been determined
with reference to the market price or on terms no less favourable than those
prevailing in the Russian or international market for insurance services of
the same type and coverage as those offered by Ingosstrakh, INGO Ukraine and
INGO Armenia to independent third parties.

The Directors (including the independent non-executive Directors) consider
that the Insurance Contracts are on normal commercial terms which are fair and
reasonable and the transactions contemplated under the Insurance 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 has a material interest in the transactions contemplated
by the Insurance Contracts save for Mr. Deripaska who is directly and
indirectly beneficially interested in more than 30% of each of Ingosstrakh,
INGO Ukraine and INGO Armenia. Accordingly, Mr. Deripaska did not vote on the
Board resolutions for approving the Insurance Contracts.

LISTING RULES IMPLICATIONS

Mr. Deripaska is directly and indirectly beneficially interested in more than
30% of each of Ingosstrakh, INGO Ukraine and INGO Armenia. Each of
Ingosstrakh, INGO Ukraine and INGO Armenia is therefore an associate of Mr.
Deripaska, the chief executive officer and an executive Director of the
Company. On this basis, each of Ingosstrakh, INGO Ukraine and INGO Armenia is
a connected person of the Company under the Listing Rules. Accordingly, each
of the transactions contemplated under the Insurance Contracts constitutes a
continuing connected transaction of the Company.

The annual aggregate transaction amount for the financial year ending 31
December 2013 of the continuing connected transactions under the Insurance
Contracts and the Previously Disclosed Insurance Contracts 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 the
Insurance Contracts and the Previously Disclosed Insurance 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.

The annual aggregate transaction amount for the financial year ending 31
December 2014 of the continuing connected transactions under the Insurance
Contracts and the Previously Disclosed Insurance Contracts is less than 0.1%
under the applicable percentage ratios. Accordingly, these transactions are de
minimis transactions and are exempt from the reporting, annual review,
announcement and independent shareholders’ approval requirements.

Information on the Insurance Contracts for the financial year ending 31
December 2013 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, INGOSSTRAKH, INGO UKRAINE AND
INGO ARMENIA

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 71,000 people.

Each of Ingosstrakh, INGO Ukraine and INGO Armenia is principally engaged in
the provision of insurance and reinsurance services.

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.
“Group”                  the Company and its subsidiaries.
                         Insurance Closed Joint-Stock Company «INGO Armenia»,
“INGO Armenia”           a company incorporated under the laws of Armenia, and
                         a subsidiary of Ingosstrakh.
                         Private Joint-Stock Insurance Company «INGO Ukraine»,
“INGO Ukraine”           a company incorporated under the laws of Ukraine, and
                         a subsidiary of Ingosstrakh.
                         Ingosstrakh Joint Stock Insurance Company Ltd., a
“Ingosstrakh”            company incorporated under the laws of the Russian
                         Federation.
                         the contracts between certain members of the Group
                         and certain insurance companies (being associates of
                         Mr. Deripaska) including Ingosstrakh, INGO Ukraine
“Insurance Contracts”    and INGO Armenia, pursuant to which such insurance
                         companies provides various non-life insurance
                         services to the Group, details of which are set out
                         in the paragraph headed “Insurance Contracts” in this
                         announcement.
“Listing Rules”          The Rules Governing the Listing of Securities on the
                         Stock Exchange.
“Mr. Deripaska”          Mr. Oleg Deripaska, the chief executive officer and
                         an executive Director of the Company.
“percentage ratios”      the percentage ratios under Rule 14.07 of the Listing
                         Rules.
                         the insurance contracts between certain members of
                         the Group and certain insurance companies (being
                         associates of Mr. Deripaska) including Ingosstrakh,
“Previously Disclosed    INGO Ukraine and INGO Armenia, pursuant to which such
Insurance Contracts”     insurance companies provides various non-life
                         insurance services to the Group, which were
                         previously disclosed in the Company’s announcement
                         dated 12 November 2012.
“Stock Exchange”         The Stock Exchange of Hong Kong Limited.
“subsidiary”             has the same meaning ascribed to it 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

4 June 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
http://www.rusal.ru/en/press-center/ press-releases.aspx, respectively.

Contact:

United Company RUSAL Plc
 
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