United Company RUSAL Plc: Continuing Connected Transactions Transportation Contracts

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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
TRANSPORTATION CONTRACTS

KRAMZ-AUTO TRANSPORTATION CONTRACT

The Company announces that, on 23 July 2015, a transportation contract was entered into between RUS—Engineering LLC, a member of the Group, and KraMZ-Auto, an associate of En+, pursuant to which KraMZ-Auto agreed to provide motor transportation services to RUS—Engineering LLC at the estimated consideration of up to approximately USD19,008 (excluding VAT) for the year ending 31 December 2015 (the "KraMZ-Auto Transportation Contract”). The scheduled termination date of the KraMZ-Auto Transportation Contract is 31 December 2015. Under the KraMZ-Auto Transportation Contract, payment is to be made in cash via wire transfer and in two installments: the first 50% of every invoiced amount is to be paid by the 15th day of the month following the month in which transportation services were reported, the remaining 50% is to be paid by the 30th day of the month following the month in which transportation services were reported after receiving the original invoice.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the KraMZ-Auto Transportation Contract and the 2015 Transportation Contracts should be aggregated, as they were entered into by members of the Group with the associates of En+, and the subject matter of each contract relates to the provision of transportation services by the associates of En+ to the Group.

The annual aggregate transaction amounts that are payable by the Group to the associates of En+ under the KraMZ-Auto Transportation Contract and the 2015 Transportation Contracts for the financial year ending 31 December 2015 is estimated to be approximately USD19.085 million.

The consideration payable under the KraMZ-Auto Transportation Contract is determined by the schedule of demand for motor transportation services indicating the type of vehicle involved, the number of motor hours and the cost of a motor hour. The cost for 10 hours is USD93.53, and the cost of transporting 1 kilometer is USD0.17.

KraMZ-Auto is chosen as the contractor based on competitive selection, as it offers the lowest costs, with stand-by vehicles available and is conveniently located. Accordingly, the KraMZ-Auto Transportation Contract was entered into.

The contract price under the KraMZ-Auto Transportation 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 transportation services of the same type and quality and those offered by the associates of En+ to independent third parties. The annual aggregate transaction amount is derived from the total contract price under the KraMZ-Auto Transportation Contract, which was based on the need of transportation services by the Group for the relevant year.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The KraMZ-Auto Transportation Contract is entered into for the purpose of transporting the personnel of the Group to the place of work (the construction site of the Boguchansky aluminum plant). The Company considers that the transactions contemplated under the KraMZ-Auto Transportation Contract are for the benefit of the Company, as the services provided are required in the production process of the Group and KraMZ-Auto offered a competitive price.

The Directors (including the independent non-executive Directors) consider that the KraMZ-Auto Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the KraMZ-Auto Transportation 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 KraMZ-Auto Transportation Contract, save for Mr. Deripaska, Mr. Vladislav Soloviev, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova, who are directors of En+, being the holding company of KraMZ-Auto. Mr. Deripaska is also indirectly interested in more than 50% of the issued share capital of En+. Accordingly, Mr. Deripaska, Mr. Vladislav Soloviev, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova did not vote on the Board resolution approving the KraMZ-Auto Transportation Contract.

LISTING RULES IMPLICATIONS

KraMZ-Auto is an indirect subsidiary of En+, and is therefore an associate of En+ which is a substantial shareholder of the Company. Accordingly, KraMZ-Auto is a connected person of the Company under the Listing Rules.

Accordingly, the transactions contemplated under the KraMZ-Auto Transportation Contract constitute continuing connected transactions of the Company.

The estimated annual aggregate transaction amount of the continuing connected transactions under the KraMZ-Auto Transportation Contract and the 2015 Transportation 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 KraMZ-Auto Transportation Contract and the 2015 Transportation Contracts will be included in the relevant 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.

KraMZ-Auto is principally engaged in the provision of transportation services.

DEFINITIONS

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

24 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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