UNITED COMPANY RUSAL PLC: Continuing Connected Transactions Voluntary Health Insurance Contracts

  UNITED COMPANY RUSAL PLC: Continuing Connected Transactions Voluntary Health
  Insurance Contracts

Business Wire

HONG KONG -- September 18, 2013

Regulatory News:

UNITED COMPANY RUSAL PLC  (Paris:RUSAL) (Paris:RUAL):

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)

                      CONTINUING CONNECTED TRANSACTIONS
                     VOLUNTARY HEALTH INSURANCE CONTRACTS

The Company announces that, in their usual and ordinary course of business,
members of the Group have entered/will enter into a variety of Voluntary
Health Insurance Contracts with Ingosstrakh (being associates of Mr.
Deripaska), pursuant to which Ingosstrakh provides voluntary health insurance
to employees of the Group.

VOLUNTARY HEALTH INSURANCE CONTRACTS

The Company announces that, in their usual and ordinary course of business,
members of the Group have entered/ will enter into a variety of Voluntary
Health Insurance Contracts with Ingosstrakh (being associates of Mr.
Deripaska), pursuant to which Ingosstrakh provides voluntary health insurance
to employees of the Group.

Details of the Voluntary Health Insurance Contracts which are subsisting in
2013 or onwards are set out in the table below. The relevant premium under the
Voluntary Health Insurance Contracts is to be satisfied in cash via wire
transfer. The Board considers that the Voluntary Health Insurance Contracts
are on normal commercial terms.

                                                                                
                                                                         Duration   
                                                Estimated     Estimated     of
Type of                                    transaction  transaction  contract  
                                                amount in     amount in
Insurance     Date of Contract   Counterparty   2013 (USD)    2014 (USD)              Payment
                                                                                       terms
                                                                                       Quarterly
                                                                                       payments,
                                                                                       the first
                                                                                       payment to
Life and                                                                               be made
health                                                                                 within 15
insurance:                                                                             days from
                                                                                       the date
voluntary                                                                              of
health                                                                                 inception,
insurance                                                                   Up to 30   the
             1 July 2012       Ingosstrakh   2,267,823    N/A                    remaining
program for                                                                 June       three to
employees                                                                   2013       be made
                                                                                       not later
working in                                                                             than 5
the                                                                                    working
                                                                                       days prior
regions of                                                                             to the end
Russia                                                                                 of the
                                                                                       paid
                                                                                       period.

                                                                                       
                                                                                       Quarterly
                                                                                       payments,
Life and                                                                               the first
health                                                                                 payment to
insurance:                                                                             be made
                                                                                       within 15
voluntary                                                                              days from
health                                                                                 the date
insurance                                                                              of
                                                                                       inception,
program for                                                                 Up to 31   the
employees    1 August 2012     Ingosstrakh   360,275      N/A                    remaining
of                                                                          July       three to
management                                                                  2013       be made
companies                                                                              not later
                                                                                       than 5
working in                                                                             working
Moscow, St.                                                                            days prior
                                                                                       to the end
Petersburg                                                                             of the
and                                                                                    paid
Krasnoyarsk                                                                            period.

                                                                                       
                                                                                       Quarterly
                                                                                       payments,
                                                                                       the first
                                                                                       payment to
Life and                                                                               be made
health                                                                                 within 45
insurance:                                                                             days from
                                                                                       the date
voluntary                                                                              of
health                                                                                 inception,
insurance                                                                   Up to 31   the
             July-September    Ingosstrakh   2,575,195    2,967,073              remaining
program for   2013 (Note 1)                                                 July       three to
employees                                                                   2014       be made
                                                                                       not later
working in                                                                             than 5
the                                                                                    working
                                                                                       days prior
regions of                                                                             to the end
Russia                                                                                 of the
                                                                                       paid
                                                                                       period.

                                                                                       
                                                                                       Quarterly
                                                                                       payments,
Life and                                                                               the first
health                                                                                 payment to
insurance:                                                                             be made
                                                                                       within 45
voluntary                                                                              days from
health                                                                                 the date
insurance                                                                              of
                                                                                       inception,
program for                                                                 Up to 31   the
employees    August-September  Ingosstrakh   332,750      461,065                remaining
of            2013 (Note 1)                                                 July       three to
management                                                                  2014       be made
companies                                                                              not later
                                                                                       than 5
working in                                                                             working
Moscow, St.                                                                            days prior
                                                                                       to the end
Petersburg                                                                             of the
and                                                                                    paid
Krasnoyarsk                                                                            period.

                                                                                       
            Total amount:                  5,536,043    3,428,138             
                                                                                                  

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

Given the large number of Group companies which were contracting parties to
the Voluntary Health 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 Voluntary Health Insurance
Contracts are required to be aggregated as they were/will be 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 voluntary health insurance
services by the associates of Mr. Deripaska to employees of the Group.

The Voluntary Health Insurance Contracts were/will be entered into from time
to time. In the past, the Voluntary Health Insurance Contracts constituted de
minimis continuing connected transactions of the Company and were therefore
exempt from the reporting, announcement and independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules. It has recently come to
the Board’s attention that the expected annual aggregate amount under the
Voluntary Health Insurance Contracts (taking into account the new contracts to
be entered into in September 2013) for the financial year ending 31 December
2013 will cross 0.1% under the consideration ratio.

The annual aggregate transaction amounts payable by the Group to Ingosstrakh
under the Voluntary Health Insurance Contracts for the financial years ending
31 December 2013 and 31 December 2014 are expected to be not exceeding
approximately USD5.54 million and USD3.43 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
Voluntary Health Insurance Contracts.

REASONS FOR AND BENEFITS OF THE VOLUNTARY HEALTH INSURANCE CONTRACTS AND
TRANSACTIONS THEREUNDER

The Voluntary Health Insurance Contracts were/will be entered into for the
purpose of voluntary health insurance for employees of the Group. The Company
considers that the transactions contemplated under the Voluntary Health
Insurance Contracts are for the benefit of the Company and are in line with
best practices of major corporations worldwide.

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

The Directors (including the independent non-executive Directors) consider
that the Voluntary Health Insurance Contracts are on normal commercial terms
which are fair and reasonable and the transactions contemplated under the
Voluntary Health 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 Voluntary Health Insurance Contracts save for Mr. Deripaska who is
directly and indirectly beneficially interested in more than 30% of
Ingosstrakh, and Ms. Gulzhan Moldazhanova who is a director of Ingosstrakh.
Accordingly, Mr. Deripaska and Ms. Gulzhan Moldazhanova did not vote on the
Board resolutions for approving the Voluntary Health Insurance Contracts.

LISTING RULES IMPLICATIONS

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

The respective annual aggregate transaction amount for the financial year
ending 31 December 2013 of the continuing connected transactions under each of
the Voluntary Health Insurance Contracts is individually de minimis, but when
aggregated together with one another, 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 Voluntary Health
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.

Information on the Voluntary Health 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 AND INGOSSTRAKH

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 69,000 people.

Ingosstrakh 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
transaction”                  Listing Rules.
                              
“Director(s)”                 the director(s) of the Company.
                              
“Group”                       the Company and its subsidiaries.
                              
                              the contracts between certain members of the
“Voluntary Health Insurance   Group and Ingosstrakh (being an associate of Mr.
Contracts”                    Deripaska), pursuant to which Ingosstrakh
                              provides voluntary health insurance to employees
                              of the Group.
                              
                              Ingosstrakh Insurance Company, a company
“Ingosstrakh”                 incorporated under the laws of the Russian
                              Federation.
                              
“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.
                              
“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

18 September 2013

As at the date of this announcement, the executive Directors are Mr. Oleg
Deripaska, Ms. Vera Kurochkina, Mr. Maxim Sokov, Mr. Vladislav Soloviev and
Mr. Stalbek Mishakov, 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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