UNITED COMPANY RUSAL PLC: Continuing Connected Transactions Purchase of Materials

  UNITED COMPANY RUSAL PLC: Continuing Connected Transactions Purchase of
  Materials

Business Wire

HONG KONG -- September 18, 2013

Regulatory News:

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

                           UNITED COMPANY RUSAL PLC
        (Incorporated under the laws of Jersey with limited liability)
                              (Stock Code: 486)

                      CONTINUING CONNECTED TRANSACTIONS
                            PURCHASE OF MATERIALS

The Company announces that on 1 January 2013, RUSAL Sayanogorsk, being a
member of the Group, as buyer, entered into a contract with Stroyservice,
being an associate of Mr. Deripaska, as supplier, pursuant to which RUSAL
Sayanogorsk agreed to buy and Stroyservice agreed to supply railroad
accessories.

The Company announces that on 14 December 2012, RUS-Engineering, being a
member of the Group, as buyer, entered into a framework contract with KraMZ,
being an associate of Mr. Deripaska, as supplier, pursuant to which
RUS-Engineering agreed to buy and KraMZ agreed to supply aluminium products
used for cathode busbar. A series of addendums has been entered into under
this contract with the latest one dated 16 September 2013.

THE RAILROAD ACCESSORIES SUPPLY CONTRACT

The Company announces that on 1 January 2013, Open Joint Stock Company RUSAL
Sayanogorsk (“RUSAL Sayanogorsk”), being a member of the Group, as buyer,
entered into a contract with Limited Liability Company Stroyservice
(“Stroyservice”), being an associate of Mr. Deripaska, as supplier, pursuant
to which RUSAL Sayanogorsk agreed to buy and Stroyservice agreed to supply
railroad accessories for the year ending 31 December 2013, at the total
estimated consideration of approximately USD4.61 million (net of VAT) (the
“Railroad Accessories Supply Contract”). The scheduled termination date of
such contract is

31 December 2013. The consideration under the Railroad Accessories Supply
Contract is to be paid in cash via bank transfer within 20 calendar days after
the date of delivery.

THE ALUMINIUM PRODUCTS SUPPLY CONTRACT

The Company announces that on 14 December 2012, RUS-Engineering LLC
(“RUS-Engineering”), being a member of the Group, as buyer, entered into a
framework contract with Krasnoyarsk Metallurgical Plant LLC (“KraMZ”), being
an associate of Mr. Deripaska, as supplier, pursuant to which RUS-Engineering
agreed to buy and KraMZ agreed to supply aluminium products used for cathode
busbar, and under such contract, the parties entered into (i) a series of
addendums from January to August 2013 for the relevant aluminium products
supplies at the total consideration of approximately USD0.961 million (net of
VAT); and (ii) a further addendum on 16 September 2013 for the relevant
aluminium products supplies at the consideration of approximately USD0.016
million (net of VAT), and it is expected that further addendums will be
entered into for the relevant aluminium products supplies (the contract and
the addendums collectively, the “Aluminium Products Supply Contract”). The
total estimated consideration under the addendums entered into/to be entered
into for the year ending 31 December 2013 is expected to be approximately USD
2.869 million (net of VAT). The scheduled termination date of the Aluminium
Products Supply Contract is 31 December 2013 and the consideration is to be
paid in cash via bank transfer within 30 days from the date of delivery.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.25 of the Listing Rules, the continuing connected
transactions contemplated under the Railroad Accessories Supply Contract and
Aluminium Products Supply Contract should be aggregated, as they were entered
into by the Group with the associates of the same group of connected persons
who are parties connected or otherwise associated with one another, and the
subject matter of each of the contracts relate to the purchase of materials by
members of the Group and such purchases are neither for production of the
Group nor for repairing.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Based on the terms of the Railroad Accessories Supply Contract and Aluminium
Products Supply Contract, the annual aggregate transaction amount that is
payable by the Group to the associates of Mr. Deripaska net of VAT for the
financial year ending 31 December 2013 is estimated to be up to approximately
USD7.479 million.

The annual aggregate transaction amounts are estimated by the Directors based
on the amount of materials estimated to be purchased and their contract price.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Directors consider that the Railroad Accessories Supply Contract and
Aluminium Products Supply Contract are for the benefit of the Company, as both
Stroyservice and KraMZ offer competitive prices. With regard to the Railroad
Accessories Supply Contract, it was due to the necessity of railroad
accessories in the process of loading finished products to containers and
railroad cars for shipping such as fastening of freights in railway cars and
containers. The consideration payable under the Railroad Accessories Supply
Contract and Aluminium Products Supply Contract has been determined with
reference to the market price and on terms no less favourable than those
prevailing in the Russian market for materials of the same type and quality
and those offered by the associates of Mr. Deripaska to independent third
parties.

The Directors (including the independent non-executive Directors) consider
that the Railroad Accessories Supply Contract and Aluminium Products Supply
Contract have been negotiated on an arm’s length basis and on normal
commercial terms which are fair and reasonable and the transactions
contemplated under the Railroad Accessories Supply Contract and Aluminium
Products Supply Contract 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
under the Railroad Accessories Supply Contract and Aluminium Products Supply
Contract, save for Mr. Deripaska , who is indirectly beneficially interested
in more than 30% of the issued share capital of each of Stroyservice and
KraMZ. Accordingly, Mr. Deripaska did not vote on the Board resolutions to
approve the Railroad Accessories Supply Contract and Aluminium Products Supply
Contract.

LISTING RULES IMPLICATIONS

Mr. Deripaska is indirectly beneficially interested in more than 30% of the
issued share capital of each of Stroyservice and KraMZ. Each of Stroyservice
and KraMZ is therefore an associate of Mr. Deripaska, the chief executive
officer and an executive Director of the Company. On this basis, Stroyservice
and KraMZ are connected persons of the Company under the Listing Rules.
Accordingly, the transactions contemplated under the Railroad Accessories
Supply Contract and Aluminium Products Supply Contract constitute continuing
connected transactions of the Company under the Listing Rules.

The estimated annual aggregate transaction amount of the continuing connected
transactions under the Railroad Accessories Supply Contract and Aluminium
Products Supply Contract for the financial year ending 31 December 2013 is
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 these 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.

Details of the Railroad Accessories Supply Contract and Aluminium Products
Supply Contract will be included in the relevant 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 69,000 people.

Stroyservice is principally engaged in the construction, repairing and the
provision of transportation services.

KraMZ is principally engaged in aluminium alloys production.

DEFINITIONS

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

“associate”            has the same meaning ascribed thereto under the
                        Listing Rules.
                        
“Board”                 the board of Directors.
                        
                        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 thereto under the
                        Listing Rules.
                        
“continuing connected   has the same meaning ascribed thereto under the
transaction”            Listing Rules.
                        
“Director(s)”           the director(s) of the Company.
                        
“Group”                 the Company and its subsidiaries.
                        
“Listing Rules”         the Rules Governing the Listing of Securities on The
                        Stock Exchange of Hong Kong Limited.
                        
“Mr. Deripaska”         Mr. Oleg Deripaska, the chief executive officer of the
                        Company and an executive Director.
                        
“percentage ratios”     the percentage ratios under Rule 14.07 of the Listing
                        Rules.
                        
“Stock Exchange”        The Stock Exchange of Hong Kong Limited.
                        
“USD”                   United States dollars, the lawful currency of the
                        United States of America.
                        
“VAT”                   value added tax.

               By Order of the Board of Directors of
                           United Company RUSAL Pl
                              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
 
Press spacebar to pause and continue. Press esc to stop.