United Company RUSAL Plc : Continuing Connected Transactions Non-Life Insurance Contracts

  United Company RUSAL Plc : Continuing Connected Transactions Non-Life
  Insurance Contracts

Business Wire

HONG KONG -- November 12, 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
                         NON-LIFE 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 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
cargo insurance, liability insurance, motor hull insurance, property
insurance.

Reference is made to the announcements of the Company dated 12 November 2012
and 4 June 2013 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 and 2014, 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 cargo insurance, liability insurance, motor hull
insurance, property 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.

Type of        Date of                   Transaction   Transaction   Duration   Payment
Insurance     Contract  Counterparty  amount in    amount in    of        terms
                                         2013 (USD)    2014 (USD)    contract
                                                                                Four equal
                                                                                instalments,
                                                                                adjustable
                                                                                on the
                                                                                actual sales
Non-life                  Ingosstrakh,                                          turnover
insurance:     12         INGO Ukraine                               Up to 31   (for certain
cargo         November  and INGO      244,905      1,220,510    October   local
insurance      2013       Armenia                                    2014       policies —
program                                                                         single
                                                                                payment
                                                                                within 1.5
                                                                                months from
                                                                                the date of
                                                                                inception)
Non-life
insurance:                                                                      Within 2
directors      12                                                    Up to 30   months from
and officers  November  Ingosstrakh   5,038        24,618       October   the date of
liability      2013                                                  2014       inception
insurance
program
                                                                                Quarterly,
Non-life                                                                        first
insurance:     December                                              Up to 30   instalment
property in   2013      Ingosstrakh   5,143        53,733       November  within 1
storage                                                              2014       month from
insurance                                                                       the date of
                                                                                inception
                                                                                Under
                                                                                majority of
                                                                                the policies
Non-life                                                                        payment will
insurance:     expected                                                         be made
third party    to be                                                            before the
motor          entered    Ingosstrakh                                           inception
liability     into in   and INGO      N/A          169,747      One year  date, except
and motor      2014       Armenia                                               few policies
hull           (Note 1)                                                         with payment
insurance                                                                       to be made
                                                                                within 30
                                                                                days from
                                                                                the date of
                                                                                inception
Non-life       January
insurance:     to                                                               Within 1
compulsory    August    Ingosstrakh   N/A          2,957        One year  month from
professional   2014                                                             the date of
liability      (Note 1)                                                         inception
insurance
             Total                  255,086      1,471,565             
               amount:

Note 1: A series of insurance contracts 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 USD9.90 million
and USD4.67 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 cargo insurance, liability insurance, motor hull
insurance, property 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, 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 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 amounts for the financial years ending 31
December 2013 and 31 December 2014 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.

Information on the Insurance Contracts for the two financial years ending 31
December 2014 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 69,000 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”            Ingosstrakh Insurance Company, a 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 announcements
                         dated 12 November 2012 and 4 June 2013.
“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

13 November 2013As 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. Olga Mashkovskaya 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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