UNITED COMPANY RUSAL PLC: ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2013

  UNITED COMPANY RUSAL PLC:ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31
  DECEMBER 2013

Business Wire

HONG KONG -- March 27, 2014

Regulatory News:

United Company RUSAL Plc (Paris:RUSAL) (Paris:RUAL):

Pursuant to Chapter 38 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, the Securities and Futures Commission
regulates United Company RUSAL Plc in relation to the listing of its shares on
The Stock Exchange of Hong Kong Limited. The Securities and Futures Commission
takes no responsibility for the contents of this announcement, makes no
representation as to its accuracy or completeness and expressly disclaims 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)

                         ANNUAL RESULTS ANNOUNCEMENT
                     FOR THE YEAR ENDED 31 DECEMBER 2013

Key highlights

  *Record low LME aluminium price driven by the negative investor sentiment
    exerted further pressure on the aluminium industry throughout the year
    ended 31 December 2013. Average LME aluminium price decreased by 8.6% from
    USD2,018 per tonne for the year ended 31 December 2012 to USD1,845 per
    tonne for the same period of 2013. However, thanks to cost reduction
    measures, working capital optimization and ongoing rationalization
    programme undertaken by the management supported by product mix
    improvement, weakened local currency and continuously growing premiums,
    United Company RUSAL Plc (the “Company”, the “Group” or “UC RUSAL”)
    demonstrated Aluminium segment EBITDA margin of 11.3%.
  *Aluminium segment cost per tonne reduced to USD1,907 per tonne (by 2.0%)
    in 2013 as compared to USD1,946 in 2012 resulting from efficiency
    initiatives supported by depreciation of the Russian Rouble. Aluminium
    segment cost per tonne in the fourth quarter of 2013 achieved record low
    USD1,864 per tonne as compared to USD1,934 for the fourth quarter of 2012.
  *Primary aluminium production decreased by 7.6% or by 316 thousand tonnes
    to 3,857 thousand tonnes for the year ended 31 December 2013 as compared
    to 4,173 thousand tonnes for the preceding year as a result of the
    Company’s expansion of inefficient capacity curtailment programme. Total
    aluminium output in the fourth quarter of 2013 decreased by 12.9% or by
    134 thousand tones to 904 thousand tonnes compared to 1,038 thousand
    tonnes in the fourth quarter of 2012.
  *Share of value-added products output comprised a record 42% of total
    aluminium production in comparison with 39% for the previous year.
  *Revenue decreased by USD1,131 million or by 10.4% to USD9,760 million in
    2013 compared to USD10,891 million in 2012 following the drop in LME
    aluminium prices coupled with the 9.9% reduction on sales of aluminium and
    alloys volumes. The decrease was partially offset with historically high
    average realized premiums of USD271 per tonne.
  *The Company maintained a robust cash position with USD1,386 million of
    free cash flow^1 generated for the year ended 31 December 2013 and a
    reduction in working capital by 15.8% primarily due to the capacity
    curtailment measures.
  *Loss for the year ended 31 December 2013 amounted to USD3,222 million
    resulting primarily from the impairment and one-off restructuring charges
    of USD1,919 million in respect of goodwill and certain non-current assets.
  *The Company decreased its’ net debt by USD720 million or 6.6% as at 31
    December 2013 as compared to the beginning of the year.
  *During the period, UC RUSAL successfully completed the sale of 3,873,537
    shares of Norilsk Nickel to Crispian Investments Limited for a
    consideration of approximately USD620 million. The net proceeds of the
    sale were utilised as partial prepayment of debt owing to Sberbank. In
    September 2013, a new dividend policy of Norilsk Nickel was agreed by the
    shareholders of Norilsk Nickel, which will provide UC RUSAL with a stable
    dividend flow up to 2017 and beyond.

^1 Free Cash Flow is defined as Net cash flow generated from operating
activities plus Net cash flows generated from investing activities.

Statement of the CEO

2013 was another challenging year for the aluminium industry, which, despite
consumption growth of 6% to 51.7 million tonnes, saw negative investor
sentiment continue to weigh on LME prices which fell by 8.6%, to USD 1,845 per
tonne — a level which takes an ever greater share of global production
capacity to or below break-even level. In the second half of the year, the
all-in price of aluminium was also influenced by the LME’s proposed warehouse
policy changes, which added further to the market uncertainty and negatively
affected market premiums.

UC RUSAL has continued to implement a disciplined focus on maintaining
operational efficiencies and cost controls in order to counter these
conditions. In line with its stated strategy, the Company has suspended
aluminium production at its least-efficient smelting facilities, resulting in
a 7.6% decrease in metal output year-on-year. Whilst the Company has already
begun to see the results of these efficiencies, their main effect is expected
in the current year as UC RUSAL’s results in 2013 include operations at these
non-efficient facilities, and their associated mothballing costs. UC RUSAL’s
loss for the year reached USD3.2 billion, with the majority of this figure
represented by impairment and restructuring charges of approximately USD2
billion relating to a non-cash write-down of goodwill and impairment of
certain non-current assets, including for the Taishet smelter project which is
currently on hold due to the unfavourable market environment as well as the
capacity optimization programme.

Having gone through a difficult, but important transformation, the Company now
has the lowest level of cash cost per tonne of USD1,864 (in Q4 2013) in recent
years and is continuing to focus on higher margin value added products in its
portfolio. UC RUSAL estimates that global demand for aluminium will
demonstrate resilient growth, with a 6% annual growth forecast, from 2014 to
2015 backed by clear signs of a strengthening global economy. A growing
deficit in the market in the years ahead will help unwind stocks and allow the
industry to become more fit and healthy for a new period of growth.

Oleg Deripaska
Chief Executive Officer
27 March 2014

Financial and Operating Highlights

                                       Change,                Change,
                                       quarter                quarter
               Quarter ended 31        on         Quarter     on         Year ended 31      Change,
              December               quarter,  ended 30   quarter,  December          year-on-
                                       %          September   %                             year,
                                       (4Q to                 (4Q to
                                       4Q)                    3Q)
               2013       2012                   2013                   2013     2012     %
               unaudited   unaudited              unaudited
                                                                                            
Key
operating
data
(‘000
tonnes)
Aluminium      904         1,038       (12.9%)    954         (5.2%)     3,857     4,173    (7.6%)
Alumina        1,870       1,806       3.5%       1,802       3.8%       7,310     7,477    (2.2%)
Bauxite        2,601       2,788       (6.7%)     3,067       (15.2%)    11,418    12,365   (7.7%)
                                                                                            
(‘000
tonnes)
Sales of
primary        821         1,011       (18.8%)    969         (15.3%)    3,788     4,203    (9.9%)
aluminium
and alloys
                                                                                            
(USD per
tonne)
Aluminium
segment cost   1,864       1,934       (3.6%)     1,872       (0.4%)     1,907     1,946    (2.0%)
per tonne^2
Aluminium
price per      1,769       1,997       (11.4%)    1,781       (0.7%)     1,845     2,018    (8.6%)
tonne quoted
on the LME^3
Average
premiums       277         249         11.2%      272         1.8%       271       208      30.3%
over LME
price^4
Average        2,062       2,222       (7.2%)     2,078       (0.8%)     2,154     2,218    (2.9%)
sales price
Alumina
price per      322         326         (1.2%)     352         (8.5%)     327       319      2.5%
tonne^5
                                                                                            
Key selected
data from
the
consolidated
statement of
income
(USD
million)
Revenue        2,125       2,624       (19.0%)    2,432       (12.6%)    9,760     10,891   (10.4%)
Adjusted       101         221         (54.3%)    130         (22.3%)    651       915      (28.9%)
EBITDA
margin (% of   4.8%        8.4%        NA         5.3%        NA         6.7%      8.4%     NA
revenue)
Loss for the   (2,611)     (411)       535.3%     (172)       1,418.0%   (3,222)   (528)    510.2%
period
margin (% of   (122.9%)    (15.7%)     NA         (7.1%)      NA         (33.0%)   (4.8%)   NA
revenue)
Adjusted
Loss for the   (192)       (138)       39.1%      (232)       (17.2%)    (662)     (498)    32.9%
period
margin (% of   (9.0%)      (5.3%)      NA         (9.5%)      NA         (6.8%)    (4.6%)   NA
revenue)
Recurring
Loss for the   (206)       (151)       36.4%      (132)       56.1%      (494)     (8)      NA
period
margin (% of   (9.7%)      (5.8%)      NA         (5.4%)      NA         (5.1%)    (0.1%)   NA
revenue)
                                                                                            

^2 For any period, “Aluminium segment cost per tonne” is calculated as
aluminium segment revenue less aluminium segment results less amortisation and
depreciation divided on sales volume of the aluminium segment.

^3 Aluminium price per tonne quoted on the LME representing the average of the
daily closing official London Metals Exchange (“LME”) prices for each period.

^4 Average premiums over LME realized by the Company based on management
accounts.

^5 The average alumina price per tonne provided in this table is based on the
daily closing spot prices of alumina according to Non-ferrous Metal Alumina
Index FOB Australia USD per tonne.

Key selected data from consolidated statement of financial position

                          As at                            Change
                             31 December    31 December       year-on-year,
                             2013              2012              %
                                                                 
(USD million)
Total assets                 20,580            25,210            (18.4%)
Total working                1,593             1,893             (15.8%)
capital^6
Net Debt^7                   10,109            10,829            (6.6%)
                                                                 

Key selected data from consolidated statement of cash flows

                          Year ended                       Change
                             31 December    31 December       year-on-year,
                             2013              2012              %
                                                                 
(USD million)
Net cash flows
generated from               408               1,092             (62.6%)
operating activities
Net cash flows
generated from/(used         978               (93)              NA
in) investing
activities
of which dividends           803               267               200.7%
from Norilsk Nickel
of which CAPEX^8             (553)             (501)             10.4%
of which proceeds from
partial disposal of          620               —                 100.0%
Norilsk Nickel shares
Interest paid                (631)             (610)             3.4%
                                                                 

^6 Total working capital is defined as inventories plus trade and other
receivables minus trade and other payables.

^7 Net Debt is calculated as Total Debt less cash and cash equivalents as at
the end of any period. Total Debt refers to UC RUSAL’s loans and borrowings
and bonds outstanding at the end of any period.

^8 CAPEX is defined as payment for the acquisition of property, plant and
equipment and intangible assets.

Overview of trends in industry and business

UC RUSAL forecasts that:

  *Global demand for aluminium will trend upwards its growth and is expected
    to increase by 6% reaching 55 million tonnes in 2014, primarily driven by
    China, other Asian countries, United States (US) and European Union (EU);
  *Global aluminium deficit excluding China reaches 1.3 million tonnes in
    2014 from 455 thousand tonnes in 2013. About 1.0-1.5 million tonnes of the
    global aluminium production out of China is expected to be idled in 2014;
  *Aluminium premiums will continue to be strong in 2014 due to physical
    market tightness and robust financial demand;
  *The Chinese aluminium market will remain balanced in 2014. Approximately
    3.0 million tonnes of Chinese aluminum production is expected to be cut in
    2014 as a result of low aluminum prices. Chinese semis exports are not
    expected to have a significant impact on the global primary metal balance
    outside of China.

Global aluminum demand

Aided by strong growth within Asia, the US and by a continuing market rebound
in Europe, global aluminium consumption rose by 6% in 2013 to 51.7 million
tonnes, with ex-China Asia consumption rising by 4% or to 26.2 million tonnes
year-on-year in 2013. Consumption in China, the largest growing market, grew
by 13% or to 25.5 million tonnes year-on-year in 2013, followed by India (6%
growth), ex-China Asia (6% growth) and North America (4% growth). Consumption
growth in Europe continued, with a strong rebound seen in the second half of
2013 and total 2013 growth reaching 2%.

Asia

According to the National Bureau of Statistics (“NBS”) data, Chinese
fixed-asset investment increased by 19.6% year-on-year in 2013. The NBS data
also showed that new construction projects rose by 13.5% in 2013. During 2013,
the Chinese automotive industry was the top gainer, surging 14.9% after record
sales of 21.98 million vehicles according to the China Association of
Automobile Manufacturing (“CAAM”).

In South East Asia, the transport sector remained strong, with Thailand
continuing to be a leader in automotive production in the region. Automotive
production in the region in 2013 has repeated the 2012 record despite Japanese
output decreasing by 3%, offset by substantial growth in the Association of
Southeast Asian Nations (“ASEAN”) countries by 6%. The tendency in the second
half of 2013 showed a strong recovery of automotive exports from Japan which
in turn should support strong domestic production in the beginning of 2014.
Construction activity also grew in the region, led by infrastructure
development and the building of new houses.

In Japan, following industrial production weakness experienced during the
first nine months of 2013, economic indicators have in recent months signaled
improved market conditions. The Japanese PMI in December 2013 was 55.2, which
was the fastest pace of expansion in more than seven years, suggesting that
the Government’s pro-growth policies, introduced in early 2013, are having a
positive impact on the economy. Operating conditions in the Japanese
manufacturing sector improved at the sharpest pace since July 2006. New export
orders rose for the fourth successive month in December, whereas housing
starts rose by 11% in 2013, and climbed to the highest level in 5 years.

Construction, transport and the electronic sectors remain the key drivers of
aluminium consumption growth within India. In November 2013, for the first
time in four months, the PMI climbed to 51.3, as new orders rose, raising
hopes for the country´s economy. Manufacturing activity picked up, led by a
rise in new domestic orders which helped lift output growth.

Construction and packaging growth in the Middle East is encouraging local
consumption of primary metal. The production of aluminium extrusions and flat
rolled products will dominate the Middle Eastern market due to the expectation
of robust growth in the construction and packaging sectors.

North America

The North American transport sector remained the main driver of aluminium
consumption growth in the region. Light vehicle production in North America
was 16.2 million units in 2013, up 4.3% compared to 2012. The key driver in
the sector continues to be the increased demand for aluminium automotive body
sheets and announced expansions by Aluminium rollers to meet the demand. The
new Ford F-150 was unveiled at the North American International Auto Show in
Detroit and will have a body and load bed made almost entirely of aluminum.
F-series trucks account for about 12% of the company´s global sales. Further
positive news was the construction sector, where USA housing starts rose by
19% in 2013 to the level of 928 thousand units.

Secondary aluminium and alloys production by independent smelters in USA has
decreased by 4% in January-October 2013 due to shortage of scrap, giving
additional room for primary aluminium demand growth. Tightness of scrap will
continue to take place in 2014.

Europe

Aluminum demand in Europe continued to experience a strong rebound in the
latter part of 2013, with the biggest increase from Turkey (10%), followed by
Germany (3%) and France (2%). In the consumer market, European new car
registrations jumped by 13.3% in the month of December. Primary aluminium
demand in Europe grew by 1.5% in 2013.

The recovery in the Eurozone manufacturing sector accelerated further at the
end of 2013 with strong growth in manufacturing PMI. Factory activity in
Germany, Italy, Spain and the United Kingdom (UK) continue to expand while
France remains weak.

Automotive production increased in Germany, Spain and UK in 2013. Production
in Spain grew by 9% (2.16 million units), Germany rose by 1% (5.4 million
units), UK grew by 3.1% (1.5 million units). France’s car production is
expected to slip to 1.5 million units (-9%). Total automotive production
growth in Europe is expected to be around 1% in 2014.

Global aluminum supply

According to recently published statistics from the International Aluminum
Institute and CRU market data, global aluminum production excluding China
reached 25.66 million tonnes in 2013, down by 48 thousand tonnes compared to
2012. Despite aluminium production growth in the Middle East and other Asian
countries, the estimated 1.2 million tonnes of capacity cuts in Europe, North
America and South America resulted in a deficit in the aluminium market.
According to UC RUSAL’s latest estimates, as a result of continued ex-China
consumption growth and almost unchanged production there was a 455 thousand
tonnes aluminum ex-China supply deficit.

Following recent Chinese Government measures to tackle overcapacity and
deteriorating market conditions the Chinese aluminium industry experienced
tempered net capacity rise with an increase of 2.2 million tonnes in 2013.
Shutdowns in the central and southern parts of China amounted to 2.1 million
tonnes. Some aluminum smelters in Central parts of China continue cutting
output to reduce loss due to falling domestic aluminum price. As expected
around 3 million tonnes of Chinese aluminium production to be cut in 2014 as a
result of low aluminum price. However, some amount of new low-cost aluminum
capacity will still go into production in Xinjiang and other North Western
regions in 2014.

Apart from pressure of new low-cost capacities, inefficient smelters and
smelters that do not meet prescribed government standards will continue to be
decommissioned due to increased power tariff because of tiered power pricing
system, which is scheduled to be commenced from January 2014. As a result, the
Chinese aluminum market is expected to be balanced with production increasing
in line with consumption growth and old capacity being replaced with new more
efficient capacity.

Chinese aluminum semis net export grew by 12.7% in 2013 compared to the same
period of last year. However net export over 2012-2013 grew by just 4.7%
compared to 2011 level. The majority part of Chinese semis is mainly delivered
to the final consuming industries including transport, construction,
machinery, etc. but not to primary metal consumers including rolling mills,
casting houses etc. Thus Chinese semis exports have very limited impact on
global primary metal balance outside of China.

Aluminum stocks and premiums

Aluminium stocks held in LME warehouses ended the year with 248 thousand
tonnes above those as at the end of 2012 of 5,458 thousand tonnes. Globally,
around 45% of the aluminum held in LME facilities has been requested for
delivery. Metal continues to be locked in financial deals and expected to flow
to off-warrant locations rather than released to consumers directly.

As a result of the current tight aluminum supply, physical premiums continue
to rise, reaching record highs by the end of 2013. After the fall created by
the uncertainty over LME warehousing policy in the middle of the year by year
end the Rotterdam duty unpaid premium reached 210-230 USD/t, the US Midwest
premium 12 cents/lb and Japan MJP 255 USD/t. The rise has continued into 2014
with the MW at 20 cents/lb and Rotterdam 275-315 USD/t in January.

Aluminum industry outlook in 2014

UC RUSAL expects global aluminum consumption growth of 6% in 2014 over 2013.
China and other Asian economies are expected to grow strongly and the
developed markets including the US and Europe should continue to show a
healthy growth.

Consumption growth excluding China of 1 million tonnes and continued capacity
curtailments despite production capacity increase in the Middle East and Asia
should lead to 90 thousand tonnes of production reduction in 2014 according to
UC RUSAL estimate and the supply deficit will grow from 455 thousand tonnes in
2013 to approximately 1.43 million tonnes in 2014. As expected additional
1.0-1.5 of ex-China capacity to be curtailed in 2014.

It is expected that Chinese aluminum market will continue to be balanced with
very limited net production capacity increase.

Our Business

The principal activities of the Group are bauxite and nepheline ore mining and
processing, alumina refining, aluminium smelting and refining, as well as the
sale of bauxite, alumina and various primary aluminium products. There were no
significant changes in the nature of the Group’s principal activities during
the year.

Business review

Aluminium production

UC RUSAL’s total attributable aluminum output amounted to 3,857 thousand
tonnes in 2013, as compared to 4,173 thousand tonnes in 2012, a decrease of
7.6%.

The decrease in volumes during the period discussed above resulted from the
gradual mothballing of production at most aluminium smelters located in the
European part of Russia, as well as Alscon (Nigeria). The mothballing of
production is a result of the curtailment programme for inefficient capacity
initially approved by the Board of the Company and announced in the third
quarter of 2012 and updated further in September 2013 on the back of the
prevailing adverse economic situation in the industry.

Alumina production

UC RUSAL’s total attributable alumina output amounted to 7,310 thousand tonnes
in 2013, as compared to 7,477 thousand tonnes in 2012, a decrease of 2.2%.

The decrease in the volume of alumina production in 2013 as compared to that
of 2012 was primarily due to Friguia Alumina Refinery (Guinea) where
operations were suspended in April 2012 and Queensland Alumina Ltd (Australia)
where production decreased temporarily following hurricane Oswald in January
2013.

Bauxite production

UC RUSAL’s total attributable bauxite output was 11,418 thousand tonnes in
2013, as compared to 12,365 thousand tonnes in 2012, a decrease of 7.7%.

The decrease in the volume of bauxite production in 2013 as compared to 2012
was primarily due to suspension of mining operations at Friguia bauxite mine
in Guinea since April 2012, suspension of Cheryomukhovskaya mine at North
Urals bauxite mine due to construction of Cheryomukhovskaya-Glubokaya mine;
this was partially offset by the increased output at other facilities in Timan
(Russia) and Windalco (Jamaica).

Financial Overview

Revenue

             Year ended                               Year ended
                31 December 2013                            31 December 2012
                                          Average                                     Average
                USD        kt       sales             USD        kt       sales
                million                   price             million                   price
                                          (USD/tonne)                                 (USD/tonne)
                                                                                      
Sales of
primary
aluminium       8,159         3,788       2,154             9,323         4,203       2,218
and
alloys
Sales of        507           1,595       318               503           1,582       318
alumina
Sales of        313           86          3,640             302           80          3,775
foil
Other           781           —           —                 763           —           —
revenue
                                                           
                                                                                      
Total           9,760                                       10,891
revenue
                                                           
                                                                                      

Total revenue decreased by USD1,131 million or by 10.4% to USD9,760 million in
2013 compared to USD10,891 million in 2012. The decrease in total revenue was
primarily due to the decreased sales of primary aluminium and alloys, which
accounted for 83.6% and 85.6% of UC RUSAL’s revenue for the years 2013 and
2012, respectively.

                                    Change,                Change,
                                    quarter    Quarter     quarter                     Change,
           Quarter ended 31       on        ended      on        Year ended 31   year-on-
            December                quarter,   30          quarter,   December         year,
                                    % (4Q      September   % (4Q
                                    to 4Q)                 to 3Q)
            2013       2012        2013       2013        2012       2013   2012     %
            unaudited   unaudited              unaudited
                                                                                       
Sales of
primary
aluminium
and
alloys
USD         1,693       2,246       (24.6%)    2,014       (15.9%)    8,159   9,323    (12.5%)
million
kt          821         1,011       (18.8%)    969         (15.3%)    3,788   4,203    (9.9%)
Average
sales       2,062       2,222       (7.2%)     2,078       (0.8%)     2,154   2,218    (2.9%)
price
(USD/t)
Sales of
alumina
USD         130         89          46.1%      151         (13.9%)    507     503      0.8%
million
kt          419         283         48.1%      494         (15.2%)    1,595   1,582    0.8%
Average
sales       310         314         (1.3%)     306         1.3%       318     318      0.0%
price
(USD/t)
Sales of
foil (USD   81          82          (1.2%)     77          5.2%       313     302      3.6%
million)
Other
revenue     221         207         6.8%       190         16.3%      781     763      2.4%
(USD
million)
                                                                          
                                                                                       
Total
revenue     2,125       2,624       (19.0%)    2,432       (12.6%)    9,760   10,891   (10.4%)
(USD
million)
                                                                          
                                                                                       

Revenue from sales of primary aluminium and alloys decreased by USD1,164
million, or by 12.5%, to USD8,159 million in 2013, as compared to USD9,323
million in 2012, primarily due to a decrease in volumes of the primary
aluminium and alloys sold. This decrease was a result of the Company’s
inefficient capacity curtailment programme. The decline in weighted-average
realised aluminium price by 2.9% in 2013 as compared to 2012, due to the weak
LME aluminium price performance also contributed to revenue decrease. The
decrease in average LME aluminium price by 8.6% to USD1,845 per tonne in 2013
from USD2,018 per tonne in 2012 was partially offset by a 30.3% growth in
premiums above the LME price in the different geographical segments (to an
average of USD271 per tonne from USD208 per tonne for the years 2013 and 2012,
respectively).

Revenue from sales of alumina was flat during the reporting period as compared
to the same period of 2012.

Revenue from sales of foil increased by 3.6% to USD313 million in 2013, as
compared to USD302 million in 2012, primarily due to an increase in foil sales
volume.

Revenue from other sales, including sales of other products, bauxite and
energy services were almost flat during the reporting period as compared to
the same period of 2012.

Cost of sales

The following table shows the breakdown of UC RUSAL’s cost of sales for the
years ended 31 December 2013 and 2012, respectively:

                                                                     Share of
                      Year ended           Change,          costs for
                         31 December             year-on-year,       the year
                                                 %                   ended 31
                         2013     2012                            December
                                                                     2013, %
                                                                     
(USD million)
Cost of alumina          1,004       1,352       (25.7%)             11.9%
Cost of bauxite          592         530         11.7%               7.0%
Cost of other raw
materials and            2,990       3,148       (5.0%)              35.5%
other costs
Energy costs             2,374       2,592       (8.4%)              28.2%
Depreciation and         493         515         (4.3%)              5.8%
amortisation
Personnel expenses       844         914         (7.7%)              10.0%
Repairs and              94          147         (36.1%)             1.1%
maintenance
Change in asset
retirement               —           (2)         (100.0%)            0.0%
obligations
Net change in
provisions for           38          36          5.6%                0.5%
inventories
                                                                   
Total cost of            8,429       9,232       (8.7%)              100.0%
sales
                                                                   
                                                                     

Total cost of sales decreased by USD803 million, or by 8.7%, to USD8,429
million in 2013, as compared to USD9,232 million in 2012. The decrease was
primarily driven by the 9.9% (or 415 thousand tonnes) reduction in the
aggregate aluminium sales volumes following mothballing of production at the
least efficient smelters in line with the ongoing capacity curtailment
programme and continuing depreciation of the Russian Rouble against the US
dollar.

Cost of alumina decreased in the reporting period (as compared to 2012) by
25.7%, primarily as a result of a decrease in both alumina purchase volumes
and average alumina purchase price.

Cost of bauxite increased by 11.7% in 2013 as compared to 2012, due to 10.6%
growth in purchased volume.

Cost of raw materials (other than alumina and bauxite) and other costs
decreased by 5.0% following the aluminium sales volume dynamic that caused the
decrease in purchased volumes partially compensated by the higher purchase
prices for certain materials (such as coal tar pitch for 5.7%, caustic soda
for 9.1%, ligature and legating materials for 15.3%) in 2013 as compared to
2012.

Energy cost decreased in 2013 by 8.4% to USD2,374 million compared to USD2,592
million in 2012 primarily due to the decrease in aggregate aluminium sales
volumes and depreciation of the Russian Rouble against the US dollar partially
compensated with the insignificant increase in the weighted-average
electricity tariffs.

Distribution, administrative and other expenses

Distribution expenses decreased by 7.4% to USD488 million in 2013, compared to
USD527 million in 2012, primarily due to the decrease in aggregate aluminium
sales volumes supported by the depreciation of the Russian Rouble to the US
Dollar exchange rate within the comparable periods.

Administrative expenses decreased by 10.2% to USD645 million in 2013, compared
to USD718 million in 2012 primarily resulted from the cost optimization
programme.

Impairment of non-current assets and restructuring expenses increased by
USD1,615 million in 2013 to USD1,919 million. Due to a continued deterioration
in forecast aluminum prices in the fourth quarter of 2013 and macroeconomic
factors impacting the industry, the Company performed detailed impairment
testing of its’ non-current assets as at 31 December 2013. As a result
impairment loss was recognized in respect of goodwill in the amount of USD382
million and property, plant and equipment of several Group companies in the
amount of USD1,222 million. Restructuring expenses in the amount of USD315
million represent one-off expenses incurred by the Company on inefficient
capacity curtailment. These expenses include inventories at closed plants in
the amount of USD170 million, accounts receivables in the amount of USD56
million, various redundancy payments in the amount of USD47 million,
electricity and power costs in the amount of USD18 million and USD 12 million,
respectively, and other expenses in the amount of USD12 million.

Other operating expenses increased by 59.5% to USD67 million in 2013, compared
to USD42 million in 2012. The increase in other operating expenses in 2013 was
primarily due to reassessment of certain tax claims with high probability of
cash outflow.

Adjusted EBITDA and Results from operating activities

                                 Year ended 31 December    Change
                                                                 year-on-year,
                                    2013           2012       %
                                                                 
(USD million)
Reconciliation of Adjusted
EBITDA
Results from operating              (1,804)           60         NA
activities
Add:
Amortisation and depreciation       520               543        (4.2%)
Impairment of non-current
assets and restructuring            1,919             304        531.3%
expenses
Loss on disposal of property,       16                8          100.0%
plant and equipment
                                                     
Adjusted EBITDA                     651               915        (28.9%)
                                                     
                                                                 

As a result of the factors discussed above the Company demonstrated a sharp
decrease in the results from operating activities and Adjusted EBITDA for the
year ended 31 December 2013 to negative USD1,804 million and positive USD651
million, respectively, as compared to the results from operating activities
and Adjusted EBITDA of USD60 million and USD915 million, respectively, for the
previous year.

Finance income and expenses

                               Year ended 31 December    Change
                                  2013         2012         year-on-year, %
                                                               
(USD million)
Finance income
Interest income on loans          17              19           (10.5%)
and deposits
Net foreign exchange gain         29              —            100.0%
Interest income on                5               6            (16.7%)
provisions
                                                 
                                  51              25           104.0%
                                                 
                                                               
Finance expenses
Interest expense on bank
loans wholly repayable
within five years, bonds          (754)           (682)        10.6%
and other bank charges,
including
Nominal interest expense          (652)           (590)        10.5%
Bank charges                      (102)           (92)         10.9%
Net foreign exchange loss         —               (66)         (100.0%)
Change in fair value of
derivative financial              (12)            (107)        (88.8%)
instruments, including
Change in fair value of           (17)            (113)        (85.0%)
embedded derivatives
Change in other derivatives       5               6            (16.7%)
instruments
Interest expense on               (21)            (65)         (67.7%)
provisions
                                                 
                                  (787)           (920)        (14.5%)
                                                 
                                                               

Finance income increased by USD26 million to USD51 million in 2013 as compared
to USD25 million in 2012, due to the net foreign exchange gain for the 2013 as
compared to the net foreign exchange loss for the previous year.

Finance expenses decreased by 14.5% to USD787 million in 2013 as compared to
USD920 million in 2012 due to the net foreign exchange differences discussed
above supported by the positive dynamic in the change in the fair value of
derivative financial instruments.

Total interest expenses on bank loans increased by USD72 million to USD754
million for the reporting period as compared to the USD682 million for the
previous year primarily due to the higher interest rate margins and negative
effect of interest rate swap.

Change in fair value of derivative financial instruments comprised a loss of
USD12 million for 2013 as compared to the loss of USD107 million in the
previous year due to the positive effect of the lower LME aluminium prices.

The foreign exchange result of USD29 million gain in 2013 and USD66 million
loss in 2012 was driven by the changes in working capital items of several
Group companies denominated in currencies other than their functional currency
primarily due to fluctuations in the exchange rate between the Russian Rouble
and the US dollar.

Share of profits of associates and joint ventures

                                 Year ended 31 December    Change
                                                                 year-on-year,
                                    2013         2012         %
                                                                 
(USD million)
Share of profits of Norilsk         205             299          (31.4%)
Nickel, with
Effective shareholding of           27.82%          30.27%
Share of losses of other            (21)            (21)         0.0%
associates
                                                   
                                                                 
Share of profits of                 184             278          (33.8%)
associates
                                                   
                                                                 
Share of (losses)/profits of        (551)           55           NA
joint ventures
                                                   
                                                                 

The Company’s share in profits of associates for the years ended 31 December
2013 and 2012 comprised USD184 million and USD278 million, respectively. Share
in results of associates in both periods resulted primarily from the profit
from the Company’s investment in Norilsk Nickel, which amounted to USD205
million and USD299 million for 2013 and 2012, respectively.

Share of losses of joint ventures was USD551 million for the years ended 31
December 2013 as compared to profit of USD55 million for the same period in
2012. This represents the Company’s share of results in the Company’s joint
ventures — BEMO, LLP Bogatyr Komir, Mega Business and Alliance (transportation
business in Kazakhstan) and North United Aluminium Shenzhen Co., Ltd (“North
United Aluminium”).

The Company’s share of losses in joint ventures for the year ended 31 December
2013 include impairment losses relating to property, plant and equipment of
the BEMO project entities - the Boguchansky Aluminium Smelter (“BoAZ’) and the
Boguchansky Hydro Power Plant (“BOGES”). The Group recognised its share of
impairment losses in BEMO project entities to the extent of its investment in
the corresponding entity and made the necessary adjustments to the carrying
values of each investment. The Group’s share of losses related to BoGES and
BoAZ were recognized in amount of USD352 million and USD248 million
respectively. Loss related to BoAZ was recognised to the extent of Group’s
investment. At 31 December 2013, additional losses of USD309 million related
to impairment charges have not been recognised because the Group’s investment
has been fully written down to nil.

Loss recycled from other comprehensive income

On 24 April 2013 the Group completed its disposal of 3,873,537 shares in
Norilsk Nickel to Crispian Investments Limited for approximately USD620
million which was settled in cash.

On the date of disposal the Group recycled USD230 million of accumulated
foreign currency translation losses and USD4 million of other losses relating
to shares sold from other comprehensive income recognized in equity to the
statement of income. The accumulated foreign currency translation losses of
USD230 million and USD4 million of other losses were accumulated while the
shares were recognized as part of the Group’s investment in an associate.

Loss before income tax

UC RUSAL incurred a loss before income tax of USD3,141 million for the year
ended 31 December 2013, as compared to a loss before income tax USD502 million
for the year ended 31 December 2012 for the reasons set out above.

Income tax

Income tax expense increased by USD55 million to USD81 million in 2013, as
compared to an income tax expense of USD26 million in 2012.

Current tax expenses increased by USD50 million, or 38.2%, to USD181 million
as at 31 December 2013, compared to USD131 million as at 31 December 2012
mainly due to the tax paid on cumulative intergroup transfer of Norilsk Nickel
dividends.

The deferred tax benefit was almost flat during 2013 in comparison with the
prior year.

Loss for the period

As a result of the above, the Company recorded a loss of USD3,222 million in
2013, as compared to a loss of USD528 million in 2012.

Adjusted and Recurring Loss

                               Year ended 31 December    Change,
                                  2013          2012        year-on-year, %
                                                               
(USD million)
Reconciliation of Adjusted
Loss
Loss for the period               (3,222)          (528)       510.2%
Adjusted for:
Share of profits and other
gains and losses
attributable to Norilsk           66               (299)       NA
Nickel, net of tax effect,
with
Share of profits, net of          (168)            (490)       (65.7%)
tax
Impairment of Norilsk
Nickel shares classified as       —                191         (100.0%)
held-for-sale
Loss recycled from other          234              —           100.0%
reserves
Impairment of joint               600              —           100.0%
ventures
Change in fair value of
embedded derivative               (25)             25          NA
financial instruments, net
of tax (20.0%)
Impairment of non-current
assets and restructuring          1,919            304         531.3%
costs, net of tax
                                                  
                                                               
Adjusted Loss                     (662)            (498)       32.9%
                                                  
                                                               
Add back:
Share of profits of Norilsk       168              490         (65.7%)
Nickel, net of tax
                                                  
                                                               
Recurring Loss                    (494)            (8)         NA
                                                  
                                                               

Adjusted Loss for any period is defined as the loss adjusted for the net
effect of the Company’s investment in Norilsk Nickel, the net effect of
embedded derivative financial instruments, gains and losses recycled from
other reserves and the net effect of non-current assets impairment and
restructuring costs. Recurring Loss for any period is defined as Adjusted Loss
plus the Company’s net effective share in Norilsk Nickel results. Increase in
Adjusted and Recurring Losses in 2013 in comparison with the prior year were
primarily driven by the decrease in the Company’s result from operating
activities.

Assets and liabilities

UC RUSAL’s total assets decreased by USD4,630 million, or 18.4% to USD20,580
million as at 31 December 2013 as compared to USD25,210 million as at 31
December 2012. The decrease in total assets mainly resulted from the decrease
in the carrying value of the investment in Norilsk Nickel as well as decrease
of the Company’s goodwill, property, plant and equipment and investment in
BEMO project as a result of impairment testing.

Total liabilities decreased by USD548 million, or 3.8%, to USD13,930 million
as at 31 December 2013 as compared to USD14,478 million as at 31 December
2012. The decrease was mainly due to the decrease in the outstanding debt of
the Group.

Cash flows

The Company generated net cash from operating activities of USD408 million for
the year ended 31 December 2013 as compared to USD1,092 for the previous year.
Net increase in working capital and provisions comprised USD173 million for
2013 unlike the previous year when the net decrease in working capital and
provisions contributed USD287 million to operating cash flow.

Net cash generated from the investing activities for 2013 was USD978 million
as compared to net cash used in investing activities for 2012 in the amount of
USD93 million primarily due to proceeds from the disposal of Norilsk Nickel
shares to Crispian Investments Limited and the dividends received from Norilsk
Nickel.

The above mentioned initiatives allowed the Company to assign USD465 million
of the own cash flows for the debt repayment that together with the interest
payments of USD631 million represent the main components of the cash used in
the financing activities with the total amount of USD1,159 million for 2013.

Segment reporting

The Group has four reportable segments, as described in the annual report of
the Company, which are the Group’s strategic business units: Aluminium,
Alumina, Energy, Mining and Metals. These business units are managed
separately and results of their operations are reviewed by the CEO on a
regular basis.

The core segments are Aluminium and Alumina.

                      Year ended 31 December
                         2013                       2012
                         Aluminium    Alumina       Aluminium    Alumina
                                                                       
(USD million)
Segment revenue
kt                       3,869           6,049         4,299           6,122
USD million              8,314           2,035         9,515           2,043
Segment result           523             (270)         722             (190)
Segment EBITDA^9         937             (174)         1,150           (86)
Segment EBITDA           11.3%           (8.6%)        12.1%           (4.2%)
margin
                                                                    
                                                                       
Total capital            332             197           327             155
expenditure
                                                                    
                                                                       

For the year ended 31 December 2013 and 2012 respectively, segment result
margins (calculated as the percentage of segment result to total segment
revenue) from continuing operations were 6.3% and 7.6% for the aluminium
segment, and negative 13.3% and 9.3% for the alumina segment. Key drivers for
the decrease in margin in the aluminium segment are disclosed in “Revenue”,
“Cost of sales” and “Adjusted EBITDA and Results from operating activities”
sections above. Detailed segment reporting can be found in the consolidated
financial statements for the year ended 31 December 2013.

^9 Segment EBITDA for any period is defined as segment result adjusted for
amortisation and depreciation for the segment.

Capital expenditure

UC RUSAL recorded total capital expenditures of USD553 million for the year
ended 31 December 2013. UC RUSAL’s capital expenditure in 2012 was aimed at
maintaining existing production facilities.

                                Year ended
                            
                                31 December
                                2013    2012
                                           
(USD million)
Growth project
Taishet smelter                 19         76
                                          
                                           
                                19         76
                                          
                                           
Maintenance
Pot rebuilds costs              157        134
Re-equipment                    377        291
                                          
                                           
Total capital expenditure       553        501
                                          
                                           

Norilsk Nickel investment

The market value of UC RUSAL’s stake in Norilsk Nickel was USD7,261 million as
at 31 December 2013, as compared to USD8,143 million as at 31 December 2012
(excluding the shares clarified as held for sale as at that date) due to a
negative share price performance between the relevant dates.

As at the date of these consolidated financial statements, the Group was
unable to obtain consolidated financial statements of Norilsk Nickel for the
year ended 31 December 2013. Consequently, the Group estimated its share in
the profits and other comprehensive income of Norilsk Nickel for the year
ended 31 December 2013 based on publicly available information reported by
Norilsk Nickel. The information used as a basis for these estimates is
incomplete in many respects. Once the consolidated financial statements of
Norilsk Nickel for the year ended 31 December 2013 becomes available, they
will be compared to the management´s estimates. If there are significant
differences, adjustments may be required to restate the Group´s share of
profits, other comprehensive income and the carrying value of the investment
in Norilsk Nickel which has been previously reported.

Restatement of previously issued Consolidated Financial Statements as at and
for the year ended 31 December 2012

On 10 December 2012 the main shareholders of Norilsk Nickel, UC RUSAL Plc and
Interros, concluded a shareholders agreement together with Millhouse
(subsequently substituted by Crispian Investments Limited affiliated with Mr.
Abramovich) in respect of their respective investments in Norilsk Nickel. In
accordance with the shareholders agreement, UC RUSAL agreed to sell 3,873,537
shares of Norilsk Nickel to Crispian Investments Limited for USD160 per share.
This disposal took place in the second quarter of 2013. As at 31 December
2012, the accounting policy of the Group was to treat investments in
associates as a single unit of account. As a consequence, management did not
separate the amount of shares expected to be sold to Crispian Investments
Limited (“the holding”), separately test the holding for impairment, represent
the holding as non-current assets held-for-sale and then assess whether the
holding is measured at the lower of its carrying amount and fair value less
costs to sell as at 31 December 2012.

Effective from 1 January 2013, amendments to the revised IAS 28 “Investments
in associates and joint ventures” require an entity to reclassify an
investment in an associate, or portion of an investment in an associate, as
held-for-sale when it meets the criteria specified in IFRS 5 “Non-current
Assets Held for Sale and Discontinued Operations”. As previously the Group’s
investments in associates were treated as a single unit of account, the
amendment to IAS 28 has resulted in a change in accounting policy.

Management has reassessed the circumstances as at 31 December 2012 applying
the amendments to the revised IAS 28 and concluded that the holding that was
expected to be sold to Crispian Investments Limited did meet the criteria in
IFRS 5 and should be classified as non-current assets held-for-sale. The
comparative information as at 31 December 2012 in these Consolidated Financial
Statements has been restated to reflect these adjustments which are detailed
in the table below:

                            As at and for the year ended
                               31 December 2012
                               Previously                          Adjusted
                               reported       Restatement    financial
                                                                   information
                               USD million       USD million       USD million
                                                                   
Interest in associates         10,484            (811)             9,673
Assets reclassified as         —                 620               620
held for sale
Accumulated losses             (4,096)           (191)             (4,287)
Share of profits of            469               (191)             278
associates
                                                                   

The reclassified portion of the investment in Norilsk Nickel of USD811 million
was written down to its recoverable amount of USD620 million prior to
reclassification to assets held-for-sale resulting in an impairment loss of
USD191 million being recognised in the Group’s statement of income for the
year ended 31 December 2012.

The Company notes that its auditor, ZAO KPMG, has provided a qualified opinion
on its audit of the consolidated financial statements of the Company for the
year ended 31 December 2013 as it was unable to obtain and audit the
consolidated financial statements of Norilsk Nickel for the year ended 31
December 2013. An extract from the audit report provided by ZAO KPMG on the
consolidated financial statements of the Company is as follows:

“Basis for Qualified Opinion

As explained in Note 18 to the consolidated financial statements, the Group
has estimated its share of profit and other comprehensive income of its
associate, OJSC MMC Norilsk Nickel (“Norilsk Nickel”), for the year ended 31
December 2013 based on the latest publicly available information reported by
Norilsk Nickel adjusted by the Group to account for Norilsk Nickel’s
performance in the remaining part of the reporting period. As a result of the
consolidated financial statements of Norilsk Nickel for the year ended 31
December 2013 not being available, we were unable to obtain sufficient
appropriate audit evidence in relation to the Group’s estimate of the share of
profit, other comprehensive income and foreign currency translation loss in
relation to that investee of USD205 million, USD17 million and USD658 million,
respectively, for the year ended 31 December 2013, and the carrying value of
the Group’s investment in Norilsk Nickel of USD7,901 million as at 31 December
2013 and the summary financial information of associates disclosed in Note 18.
As a result, we were unable to determine whether adjustments might have been
found to be necessary in respect of interests in associates, and the elements
making up the Consolidated Statement of Income, the Consolidated Statement of
Comprehensive Income and the Consolidated Statement of Changes in Equity.

Qualified Opinion

In our opinion, except for the possible effects of the matter described in the
Basis for Qualified Opinion paragraph, the consolidated financial statements
give a true and fair view of the state of affairs of the Group and of the
Company as at 31 December 2013 and of the Group’s net loss and its cash flows
for the year then ended in accordance with International Financial Reporting
Standards, and have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991 and the disclosure requirements of the Hong Kong
Companies Ordinance.”

Going concern

During 2013 aluminium prices continued to deteriorate decreasing from an
average price of USD2,018 per ton in 2012 to USD1,845 per ton in 2013. This
factor had an adverse impact on the revenue and profitability of the Group and
together with other factors resulted in a loss for the year of USD3,222
million, including impairment losses of USD2,204 million. As a result, unless
the Group is able to restructure the terms of its debt facilities, there is
significant uncertainty as to whether the Group will have sufficient liquidity
to meet its scheduled principal repayments of debt in 2014. Management also
expects that the Group will breach certain loan covenants for existing debt
facilities which will be measured on 31 March 2014 following the expiry of a
covenant holiday.

The Group has entered into negotiations with its major lenders to restructure
the repayment and covenant terms of its debt facilities. Subsequent to the
reporting date the Group completed restructuring negotiations in regard to its
Sberbank and Gazprombank loan facilities of USD4,921 million and USD660
million, respectively, and is currently in an advanced stage of negotiating
the restructuring of its PXF facilities of USD3,686 million (for details refer
to note 37). As at the date these consolidated financial statements were
authorised for issue the restructured Sberbank facilities are still to be
executed and management consider it unlikely that the restructuring of the PXF
facilities will be completed by 31 March 2014, which will result in an event
of default due to non-compliance with financial covenants of the PXF
facilities and cross default of the Group’s restructured Sberbank and
Gazprombank loan facilities. In the event of default the debt may become
repayable on demand, and pledged shares and other collateral may be claimed by
lenders.

Management believes that the syndicated facilities will be renegotiated in due
course and expects the restructured debt repayment terms should provide the
Group with sufficient liquidity to meet its financial obligations as they fall
due in the foreseeable future. The Company has requested the lenders under the
PXF facility agreements to agree to certain forbearances and undertakings not
to exercise their rights effective till 7 July 2014 in order to provide the
Company with additional time to complete the restructuring of the PXF
facilities. Whilst the lenders have not formally agreed to do so, management
believes it is unlikely that demands for repayment will be made whilst
negotiations with respect to the PFX facility continue. Additionally,
management has secured additional financing from its major customer after the
reporting date and has identified a number of non-core assets which may be
sold in order to generate cash if there should be a further deterioration in
aluminium prices. Therefore, management have prepared these consolidated
financial statements on a going concern basis and they do not include any
adjustment should the Group be unable to continue as a going concern.

However, management acknowledge that these conditions result in the existence
of a material uncertainty with respect to the Group’s ability to continue as a
going concern. There can be no certainty that a mutually acceptable
restructuring of the syndicated facilities will be achieved in which case a
demand for the immediate repayment of the majority Group’s debt could be made
which may then result in settlement through a transfer of collateral. In the
event this was to occur, this could have a significant adverse impact on the
Group’s financial position and its ability to realise its assets and settle
its obligations in the ordinary course of business.

The Company notes that as a result of the facts and circumstances disclosed
above its auditor, ZAO KPMG, has included an emphasis of a matter paragraph in
its auditor’s report on the consolidated financial statements of the Company
for the year ended 31 December 2013. The emphasis of a matter paragrath is as
follows:

”Emphasis of matter

Without qualifying our opinion, we draw attention to Note 2(d) to the
consolidated financial statements which describes that there is significant
uncertainty as to whether the Group will have sufficient cash flows to meet
its scheduled debt repayments falling due during 2014 unless a debt
restructuring is completed that both defers principal repayments to future
periods and modifies financial covenants to sustainable levels. The
negotiations on restructuring are progressing and have been finalised in
respect of certain bi-lateral facilities, however, management does not expect
to complete the restructuring of the syndicated facilities before 31 March
2014 which will result in a breach of certain existing financial covenants
unless a waiver is obtained from the syndicate beforehand. In the event the
Group is unable to reach an acceptable agreement on terms to restructure the
syndicated facilities and related financial covenants, the lenders could
declare a default for the syndicated facilities and trigger cross default
provisions in the other recently restructured loan facilities. These
conditions, along with the other matters described in Note 2(d), indicate the
existence of a material uncertainty that may cast significant doubt about the
Group’s ability to continue as a going concern.

Effective 1 January 2013 the Group changed its accounting policy with respect
to accounting for interests in associates. The reason for and the effects of
this change are described in Note 1(d) to the consolidated financial
statements. We have audited the adjustments described in Note 1(d) that were
applied to restate the consolidated financial statements as at and for the
year ended 31 December 2012. In our opinion, such adjustments are appropriate
and have been properly applied.

Matters on which we are required to report by exception

  *Other than the matter described in the Basis for Qualified Opinion, we
    have nothing to report in respect of the following matters where the
    Companies (Jersey) Law 1991 requires us to report to you if, in our
    opinionadequate accounting records have not been kept by the Company; or
  *the financial statements of the Company are not in agreement with the
    accounting records; or
  *we have not received all the information and explanations we require for
    our audit.”

Consolidated financial statements

The following section contains the audited consolidated financial statements
of UC RUSAL for the year ended 31 December 2013 which were approved by the
directors of UC RUSAL (the “Directors”) on 27 March 2014, and reviewed by the
Audit Committee.

The full set of audited consolidated financial statements of UC RUSAL,
together with the report of the independent auditor is available on UC RUSAL’s
website at http://www.rusal.ru/en/investors/financial_stat.aspx.

Purchase, sale or redemption of UC RUSAL’s listed securities

There has been no purchase, sale or redemption of UC RUSAL’s listed securities
during 2013 by UC RUSAL or any of its subsidiaries.

Code of Corporate Governance Practices

UC RUSAL adopted a Corporate Code of Ethics on 7 February 2005. Based on the
recommendations of the European Bank for Reconstruction and Development and
the International Finance Corporation, UC RUSAL further amended the Corporate
Code of Ethics in July 2007. The Corporate Code of Ethics sets out UC RUSAL’s
values and principles for many of its areas of operations.

UC RUSAL formally adopted a corporate governance code which is based on the
Code on Corporate Governance Practices as set out in Appendix 14 to the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(“Hong Kong Listing Rules”) then in force on 11 November 2010. The Directors
consider that save for code provisions A.1.7 (physical board meetings at which
Directors have material interests), A.4.1 (specific term of non-executive
directors) and A.4.2 (specific term of directors) for reasons set out below
and also on page 98 of UC RUSAL’s interim report for the six months ended 30
June 2013, UC RUSAL has complied with the code provisions as set out in the
Corporate Governance Code and Corporate Governance Report in Appendix 14 to
the Hong Kong Listing Rules during the period from 1 January 2013 to 31
December 2013.

The Board had generally endeavoured throughout the twelve-month period ended
31 December 2013 to ensure that it did not deal with business by way of
written resolution where a substantial shareholder or a Director had disclosed
an interest in a matter to be considered by the Board which the Board
determined to be material. As a result, there were only three occurrences (out
of the twenty-two written resolutions the Board passed during the period) when
urgent business was dealt with by the Board by way of written resolution where
a material interest of a Director was stated to have been disclosed. In all
three instances, the interest of the Director was a potential conflict of
interest by virtue of a board position held by a director with the entity
contracting with the Company. In two of these three occurrences, the written
resolutions were supplemental to the approval of the matter which had been
approved by previous Board meetings that had been held. In each case, the
Director involved did not sign the resolution and the resolution was passed by
the requisite majority.

Of the ten Board meetings held in the twelve-month period ended 31 December
2013 where one or more Director(s) had disclosed a material interest, all the
independent non-executive Directors (who had not disclosed material interests
in the transaction) were present.

Audit Committee

The Board established an audit committee (the “Audit Committee”) to assist it
in providing an independent view of the effectiveness of the Company’s
financial reporting process, internal control and risk management systems and
to oversee the audit process. The Audit Committee consists of a majority of
independent non-executive Directors. The members are (or were, see notes) as
follows: Dr. Peter Nigel Kenny (chairman of the committee, independent
non-executive Director, with relevant professional qualifications and
knowledge related to accounting and financial management); Mr. Philip Lader
(independent non-executive Director); Ms. Elsie Leung Oi-sie (independent
non-executive Director); Mr. Christophe Charlier (non-executive Director); Ms.
Olga Mashkovskaya (non-executive Director, appointed as a member of the
committee with effect from 30 September 2013); Ms. Gulzhan Moldazhanova
(non-executive Director, appointed as a member of the committee with effect
from 16 August 2013 and ceased to be a member of the committee with effect
from 30 September 2013); Mr. Dmitry Yudin (former non-executive Director,
resigned with effect from 14 June 2013); Mr. Artem Volynets (former
non-executive Director, appointed as a member of the committee with effect
from 14 June 2013 and resigned with effect from 27 June 2013).

Material events since the end of the year

                       UC RUSAL announces that on 15 January 2014, the board
                       of directors of the Company approved terms of
                       settlement in respect of arbitration proceedings before
16 January 2014     the London Court of International Arbitration brought
                       by SUAL Partners Ltd against Glencore International AG,
                       EN+ Group Limited (“EN+”), the Company and Oleg
                       Deripaska. The claims against the Company in the
                       Arbitrations have been amicably resolved.
                       
                       UC RUSAL announces that on 16 January 2014, all the
20 January 2014        conditions precedent in relation to the Settlement were
                       fulfilled and the Arbitrations as against the Company
                       have accordingly been formally discontinued.
                       
                       UC RUSAL announces that the Company’s subsidiary, Hamer
                       Investing Ltd. (“Hamer”), obtained an order dated 28
                       January 2014 from the Eastern Caribbean Supreme Court
                       in the High Court of Justice of the British Virgin
                       Islands entering judgment on an arbitration award
29 January 2014        issued for approx. USD276 million against Tajik
                       Aluminium Company SUE (“Talco”). The arbitration award
                       relates to two barter agreements for the supply of
                       alumina and other materials to Talco, the aluminium
                       smelter located in Tajikistan formerly known as
                       “TadAZ.”
                       
18 February 2014       UC RUSAL announces its key production data for the year
                       ended 31 December 2013.
                       
                       UC RUSAL announces that, on 20 February 2014, the
                       Issuer has approved the coupon rate under the Issue
21 February 2014       (first tranche series 07) at the level of 12% p.a. for
                       a two-year period after which the bonds will be subject
                       to a put option and coupon rate revision.
                       
                       UC RUSAL announces that, on 26 February 2014, the
                       Company as borrower and Sberbank of Russia entered into
                       an agreement in order to open an additional limit of
                       RUB2.4 billion in connection with fulfillment of
27 February 2014       obligations under the put option of the Rouble bonds
                       issued by OJSC “Rusal Bratsk” (series 07), which is due
                       on 3 March 2014. The Additional Limit is provided under
                       the non-revolving credit facility agreement dated 1
                       December 2011 at the amount of RUB18.3 billion.
                       
                       UC RUSAL announces the current status of EcoSoederberg
                       technology introduction programme. The modernization
                       programme is being implemented at the Krasnoyarsk
14 March 2014          (KrAZ) and Bratsk (BrAZ) aluminium smelters, the
                       Company´s two largest production facilities. Until
                       2020, RUSAL plans to switch nearly 2.1 million tonnes
                       of its aluminium production capacities to EcoSoederberg
                       technology.
                       
                       UC RUSAL and Israeli company Omen High Pressure Die
                       Casting (“Omen”), a specialist producer of automotive
17 March 2014          components from non-ferrous metals, announce the
                       signing of a shareholder agreement to create a joint
                       venture to produce automotive components.
                       

Forward-looking statements

This announcement contains statements about future events, projections,
forecasts and expectations that are forward-looking statements. Any statement
in this announcement that is not a statement of historical fact is a
forward-looking statement that involves known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. These
risk and uncertainties include those discussed or identified in the prospectus
for UC RUSAL. In addition, past performance of UC RUSAL cannot be relied on as
a guide to future performance. UC RUSAL makes no representation on the
accuracy and completeness of any of the forward-looking statements, and,
except as may be required by applicable law, assumes no obligations to
supplement, amend, update or revise any such statements or any opinion
expressed to reflect actual results, changes in assumptions or in UC RUSAL’s
expectations or changes in factors affecting these statements. Accordingly,
any reliance you place on such forward-looking statements will be at your sole
risk.

  By Order of the board of directors of

  United Company RUSAL Plc

  Vladislav Soloviev

  Director

28 March 2014

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. 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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