United Company RUSAL Plc : Adoption of One-off Employee Incentive Plan

  United Company RUSAL Plc : Adoption of One-off Employee Incentive Plan

Business Wire

HONG KONG -- July 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)

United Company RUSAL Plc (the “Company”) announces that a one-off employee
share award incentive plan (the “Plan”) was approved by the Board on 14 June
2013.

The maximum number of Shares to be purchased by the Trustee and kept in the
Trust for the purpose of the Plan may not exceed 0.05% of the total number of
Shares in issue as at the date of the Award. No new Shares shall be issued for
the purposes of the Plan.

The Plan does not constitute a share option scheme or an arrangement analogous
to a share option scheme for the purpose of Chapter 17 of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited.

A summary of the Rules which regulate the Plan is set out in this
announcement.

The Plan

For the purposes, among others, of increasing the employees’ commitment to
achievement of the Group’s strategic goals in implementing of the production
system, sharing of the Group’s success with the employees, recognizing
contributions made by certain employees in implementing of the production
system and enhancing the alignment of the interests of the employees with
those of the shareholders, the Company adopted a one-off employee share award
incentive plan in which the eligible participants, being any employees of the
Company and/or any Subsidiary but other than any Directors, CEO or any other
connected persons of the Company, will be entitled to participate. A summary
of the Rules which regulate the Plan is set out in this announcement.

The Plan regulates the Awards for achievements in implementation of the
production system principles and techniques by the employees and shall be
valid and effective until the last vesting date on which the Plan shall
automatically terminate.

The Company shall select employee(s) for participation in the Plan and shall
grant a conditional award of a specified number of shares (the “Award”) to the
Selected Employees.

The maximum number of Shares to be purchased by the Trustee and kept in the
Trust for the purpose of the Plan may not exceed 0.05% of the total number of
Shares in issue as at the date of the Award. No new Shares shall be issued for
the purposes of the Plan. The relevant Subsidiary shall provide the Trustee
with sufficient funds for the acquisition of Shares, being the bonus declared
by the Subsidiary to the Selected Employees. The Company currently intends to
finance the Plan by applying the internal funding which is available after the
CEO voluntarily declined his bonus for the year 2012.

The vesting date shall be determined on the date when the Award is made.

In the event of a Change of Control, the Award shall vest immediately on the
date when such Change of Control becomes or is declared unconditional, and the
Trustee shall transfer the Award to the Selected Employee pursuant to the
Rules.

Restrictions

No grant of Award will be made to a Selected Employee, no payment will be made
to the Trustee and no instructions may be given to the Trustee during
Black-Out Periods.

The Trustee may not purchase Shares:

(a) at a price exceeding the higher of:

(i) the price of the last independent trade of the Shares; and

(ii) the highest current independent bid on the relevant market;

(b) in excess of 25% of the average daily volume of the Shares traded on the
relevant market;

or

(c) during Black-Out Periods.

During the operation of the Plan, and save in cases specifically provided for
under the Plan, the Trustee may not sell any Shares acquired for the purposes
of the Plan.

The Trustee will not exercise the voting rights in respect of any Shares held
on trust.

General

The Plan does not constitute a share option scheme or an arrangement analogous
to a share option scheme for the purpose of Chapter 17 of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Plan is still subject to the consultation with the Securities and Futures
Commission pursuant to Note 20 to Rule 26.1 of The Codes on Takeovers and
Mergers and Share Repurchases.

Definitions

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

                    a period throughout which any Director or any relevant
                    officer is, or deemed to be, in possession of unpublished
                    inside information in relation to the Group or the
“Black-Out Period”  securities of the Company or when dealings in the
                    Company’s securities by Directors or the relevant officers
                    are prohibited under any applicable laws, rules,
                    regulations and/or codes from time to time
“CEO”               the chief executive officer of the Company
“Change of Control” means the change of control of the Company as specified
                    under the Rules
                    has the meaning ascribed to it under the Rules Governing
“connected persons” the Listing of Securities on The Stock Exchange of Hong
                    Kong Limited
“Director(s)”       the directors of the Company
“Group”             the Company and its Subsidiaries
                    the implementation rules of the Plan which were approved
“Rules”             by the Board and which may be amended from time to time
                    and a summary of which is set out in this announcement

“Selected Employee(s)” employee(s) selected by the Company under the Rules
“Share(s)”             issued share(s) of the Company with a par value of USD
                       0.01 each
                       a company which is for the time being and from time to
“Subsidiary”           time a subsidiary of the Company and employer of the
                       Selected Employee(s)
“Trust”                the employee benefit trust established pursuant to the
                       Trust Deed for the purpose of the Plan
                       the trust deed to be entered into between the Company,
“Trust Deed”           the Subsidiaries and the Trustee on establishing the
                       Trust
“Trustee”              the trustee for the time being of the Trust

  By Order of the board of directors of
 United Company RUSAL Plc
  Vladislav Soloviev
  Director

4 July 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, Ms. Alexandra Bouriko and Ms. Ekaterina Nikitina, and the
independent non-executive Directors are Mr. Matthias Warnig (Chairman), Dr.
Peter Nigel Kenny, Mr. Philip Lader, Ms. Elsie Leung Oi-sie and Mr. Mark
Garber.

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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