United Company RUSAL Plc: Continuing Connected Transactions Purchase of Spare Parts

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

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UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

CONTINUING CONNECTED TRANSACTIONS PURCHASE OF SPARE PARTS

The Company announces that on 8 July 2015, Compagnie des Bauxites de Kindia, as buyer, entered into the New 2015 Purchase of Spare Parts Contract with GAZ.

Reference is made to the announcements of the Company dated 26 November 2014 and 19 March 2015 in relation to the continuing connected transactions regarding the purchase of railcars, vehicle and spare parts from an associate of Mr. Deripaska.

THE NEW 2015 PURCHASE OF SPARE PARTS CONTRACT

The Company announces that, on 8 July 2015, a purchase of spare parts contract was entered into between «Compagnie des Bauxites de Kindia» S.A. ("Compagnie des Bauxites de Kindia”), a member of the Group, as buyer, and "«Russian Buses — GAZ Group» LLC ("GAZ”), an associate of Mr. Deripaska, as seller, pursuant to which GAZ agreed to sell 3,523 units of spare parts for bus to Compagnie des Bauxites de Kindia for the year ending 31 December 2015 (the "New 2015 Purchase of Spare Parts Contract”) for an estimated total consideration of approximately USD119,134 (excluding VAT). The average price per unit of the spare parts is approximately USD33.82. The consideration under the New 2015 Purchase of Spare Parts contract is to be paid in cash via wire transfer. 50% of the consideration will be pre-paid and the remaining 50% will be paid upon shipment. The scheduled termination date is 31 December 2015.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New 2015 Purchase of Spare Parts Contract and the Previously Disclosed 2015 Purchase of Vehicles Contracts should be aggregated, as they were entered into by members of the Group with the associates of Mr. Deripaska, and the subject matter of each contract relates to the purchase of vehicles/spare parts from the associates of Mr. Deripaska by the Group for the year ending 31 December 2015.

The annual aggregate transaction amounts that are payable by the Group to the associates of Mr. Deripaska under the New 2015 Purchase of Spare Parts Contract and the Previously Disclosed 2015 Purchase of Vehicles Contracts for the financial year ending 31 December 2015 is estimated to be approximately USD25.34 million.

The Company invited several organizations to take part in the tender in relation to the relevant subject matter and chose the contractor offering the best terms and conditions (taking into account the price and, for the purchase of spare parts, the ability to provide the full amount of the required original parts) and then entered into contract with the chosen seller. Accordingly, the New 2015 Purchase of Spare Parts Contract was entered into.

The contract price under the New 2015 Purchase of Spare Parts Contract has been arrived at after arm’s length negotiation with reference to the market price and on terms no less favourable than those prevailing in the Russian market for spare parts of the same type and quality and those offered by the associates of Mr. Deripaska to independent third parties. The annual aggregate transaction amount is derived from the total contract price under the New 2015 Purchase of Spare Parts Contract, which was based on the need of the Group for the relevant year.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The New 2015 Purchase of Spare Parts Contract is entered into for the purpose of acquiring spare parts for the maintenance of bus. The Company considers that the transactions contemplated under the New 2015 Purchase of Spare Parts Contract is for the benefit of the Company, as GAZ offered the spare parts to the Group at costs more favourable than the prevailing market.

The Directors (including the independent non-executive Directors) consider that the New 2015 Purchase of Spare Parts Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New 2015 Purchase of Spare Parts 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 New 2015 Purchase of Spare Parts Contract, save for (i) Mr. Deripaska, who is a director of Basic Element and is interested in more than 50% of the issued share capital of Basic Element; (ii) Ms. Gulzhan Moldazhanova, who is a director of Basic Element; and (iii) Ms. Olga Mashkovskaya, who is a deputy chief executive officer for finance of Basic Element. Basic Element is the holding company of GAZ. Accordingly, Mr. Deripaska, Ms. Gulzhan Moldazhanova and Ms. Olga Mashkovskaya did not vote on the Board resolutions approving the New 2015 Purchase of Spare Parts Contract.

LISTING RULES IMPLICATIONS

GAZ is held by Basic Element as to more than 30% of the issued share capital. Basic Element is in turn held by Mr. Deripaska (an executive Director) as to more than 50% of the issued share capital. Accordingly, GAZ is an associate of Mr. Deripaska and is thus a connected person of the Company under the Listing Rules and the transactions contemplated under the New 2015 Purchase of Spare Parts Contract constitute continuing connected transactions of the Company.

The estimated annual aggregate transaction amount of the continuing connected transactions under the New 2015 Purchase of Spare Parts Contract and the Previously Disclosed 2015 Purchase of Vehicles Contracts for the financial year ending 31 December 2015 is more than 0.1% but less than 5% under the applicable percentage ratios. Accordingly, pursuant to Rule 14A.76 of the Listing Rules, the transactions contemplated under these contracts are only subject to the announcement requirements set out in Rules 14A.35 and 14A.68, the annual review requirements set out in Rules 14A.49, 14A.55 to 14A.59, 14A.71 and 14A.72 and the requirements set out in Rules 14A.34 and 14A.50 to 14A.54 of the Listing Rules. These transactions are exempt from the circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Details of the New 2015 Purchase of Spare Parts Contract and the Previously Disclosed 2015 Purchase of Vehicles Contracts will be included in the next annual report and accounts of the Company in accordance with Rule 14A.71 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.

GAZ is principally engaged in selling automotive equipment and spare parts.

DEFINITIONS

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

9 July 2015

As at the date of this announcement, the executive Directors are Mr. Oleg Deripaska, Mr. Vladislav Soloviev and Mr. Stalbek Mishakov, the non-executive Directors are Mr. Maxim Sokov, Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan Moldazhanova, Mr. Daniel Lesin Wolfe, 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 and Mr. Dmitry Vasiliev.

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, http://rusal.ru/investors/info/moex/ and http://www.rusal.ru/en/press-center/press-releases.aspx, respectively.

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