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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 TRANSACTIONSREPAIR SERVICES

  The Company announces that members of the Group entered into contracts with the associates of En+, pursuant to which the associates of En+ agreed to provide repair services to members of the Group.  

THE REPAIR SERVICES CONTRACTS

The Company announces that members of the Group, entered into contracts with the associates of En+, pursuant to which the associates of En+ agreed to provide repair services to members of the Group (the “Repair Services Contracts”), details of which are set out below.

                              No.  

Date ofcontract

 

Customer(member ofthe Group)

 

Contractor(associate of En+)

 

Term ofcontract

  Repair services  

Estimatedconsiderationpayable forthe yearending 31December2015,excludingVAT (USD)

  Payment terms 1   1 July 2015   RUSAL Achinsk   Bratskenergoremont   Up to 31 December 2015, may be extended by both parties signing an addendum   Maintenance of equipment   3,737,720   — a 50% prepayment of the projected monthly scope to be made within 5 banking days

— final payment to be made within 10 banking days after receiving a tax invoice

2   1 January 2015   Open Joint-Stock Company RUSAL Sayanogorsk Aluminium Smelter (“OAO RUSAL Sayanogorsk”)   Khakass Utility Systems Limited Liability Company (“Khakass Utility Systems LLC”)   Up to 31 December 2015   Monthly maintenance of the equipment of the heavy fuel oil pump house   9,330   Payment to be made within the period of 60 calendar days from the date of receiving the original tax invoices issued on the basis of the certificates signed by both parties 3   1 January 2015   OAO RUSAL Sayanogorsk   Khakass Utility Systems LLC   Up to 31 December 2015   Monthly maintenance of the equipment of external heat systems and industrial pipelines   107,651   Payment to be made within the period of 60 calendar days from the date of receiving the original tax invoices issued on the basis of the certificates signed by both parties 4   29 January 2015   Russian Engineering Company LLC (“RUS- Engineering”)   KraMZ-Auto   Up to 31 December 2015   Crank shaft maintenance (polishing)   5,942   50% of the amount — by the 15th date of the month following the month of reporting; 50% by the 30th date of the month following the month of reporting against an invoice issued to the customer 5   19 March 2015   RUS- Engineering   LLC KraMZ   Up to 31 December 2015   Repairs of induction furnace’s inductors and furnace’s cable-hose   11,761   70% of the amount- advance payment; 30% of the amount - within 5 days from the date of the signing the certificate of work completion and the receipt of the original tax invoice 6   21 January 2015 (with amendment agreements signed on 1 March 2015, 16 April 2015, 13 May 2015 and 3 June 2015)   RUSAL Bratsk Aluminium Smelter OJSC   Irkutskenergoremont JSC   Up to 31 December 2015   Process equipment servicing and maintenance   1,723,085   Within 40 calendar days upon signing of the certificate of completion by the customer against an invoice 7   31 December 2014 (with amendment agreements signed on 27 February 2015, 19 March 2015, 10 April 2015, 8 June 2015 and 18 June 2015)   RUS- Engineering   Irkutskenergoremont JSC   Up to 31 December 2015   Process equipment servicing and maintenance   1,324,016   Within 40 calendar days upon signing of the certificate of completion by the customer against an invoice 8   23 March 2015   RUS- Engineering   Irkutskenergoremont JSC   Up to 31 December 2015   Repairs on the transformer   3,021   Within 60 calendar days after receiving the original tax invoice from the contractor for the amount of completed and customer-accepted works against work acceptance certificates signed by the parties 9   15 May 2015   RUS- Engineering   Bratskenergoremont   Up to 31 December 2015   Purchase of services to conduct an overhaul of the boiler   4,294,085   Within the period of 45 calendar days from the date the parties sign the certificate of acceptance of the performed work based on the original tax invoice issued by the contractor 10   31 December 2014   RUS- Engineering   Bratskenergoremont   Up to 31 December 2015   Maintenance of equipment   1,417,085   90% of the amount be paid within the period of 30 calendar days, and 10% of the amount be paid within the period of 60 calendar days from the date the parties sign the certificate of acceptance of the performed work based on the original tax invoice issued by the contractor 11   16 March 2015   RUSAL Achinsk   Bratskenergoremont   Up to 31 December 2015   Cleaning of CHP equipment including boilers   350,000   Within 60 calendar days after the date of the work acceptance certificate and against a tax invoice issued by the contractor 12   1 April 2015   RUSAL Achinsk   Bratskenergoremont   Up to 31 December 2015   Cleaning of CHP equipment including cooling tower   38,000   Within 60 calendar days after the date of the work acceptance certificate and against a tax invoice issued by the contractor 13   1 January 2015   Open Joint Stock Company “RUSAL Bratsk Aluminium Smelter” (“RUSAL Bratsk”)   KraMZ-Auto   Up to 31 December 2015   Motor vehicle maintenance and repair   5,887   Within 10 banking days after receipt of the original proforma invoice issued under the service acceptance certificate signed by the parties 14   1 January 2015   Open Joint Stock Company “RUSAL Krasnoyarsk Aluminium Smelter”   KraMZ-Auto   Up to 31 December 2017   Transport vehicle maintenance and repair services  

11,038(note 1)

  Within 10 banking days after receipt of the original proforma invoice issued under the service acceptance certificate signed by the parties 15   6 February 2015   OAO RUSAL Sayanogorsk   OJSC “Otdeleniye Vremennoy Expluatasii” (“OVE”)   Up to 31 December 2015   Repairs of security devices, speed gauges and testing of railway tracks   6,713   Within 10 calendar days after receipt of the original VAT invoice drawn no later than 5 days after provision of the services 16   29 May 2015   OAO RUSAL Sayanogorsk   OVE   Up to 31 December 2015   Turning of locomotive wheelsets and testing of locomotive wheel-engine units   4,380   100% advance payment against issued invoice 17   1 January 2015   Shelekhov Branch of Open Joint Stock Company “RUSAL Bratsk”   Joint Stock Company “Irkutsk electronetwork company” (“IESK”)   Up to 31 December 2015   Equipment maintenance services   46,067   Within 5 days after execution of the service delivery and acceptance certificate by the parties against the original proforma invoice 18   1 January 2015   Shelekhov Branch of Open Joint Stock Company “RUSAL Bratsk”   IESK   Up to 31 December 2015   Operation and maintenance services with respect to high-voltage line   4,117   Within 5 days after execution of the service delivery and acceptance certificate by the parties against the original proforma invoice     Total estimated consideration for the year:                   13,099,898                  

Note

1: The estimated consideration payable for the year ending 31 December 2016 and 31 December 2017 is approximately USD11,842 (net of VAT) and USD12,726 (net of VAT) respectively.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

The contract price payable under the Repair Services Contracts has been determined with reference to the market price and on terms no less favourable than those prevailing in the Russian market for repair services of the same type and quality and those offered by the associates of En+ to independent third parties. The basis of calculation of payments under the Repair Services Contracts is the price of contracts offered by the associates of En+ which is based on the estimated cost (including labour cost and the necessary materials) for the relevant repair works. Except for contracts no. 17 and 18 set out in the table above, the Company invited several organizations to take part in the tender in relation to the relevant required repair services and chose the contractors offering the best terms and conditions (taking into account the price and quality offered by those contractors) and then entered into contracts with the chosen contractors. As to contracts no. 17 and 18, IESK is the monopolist in the relevant distribution grid maintenance area. The calculation of consideration under contracts no. 17 and 18 is based on the Order of the Ministry of Power Industry and Electrification No. 51 dated 26 January 1987 and the list of equipment to be serviced.

Based on the terms of the Repair Services Contracts, the annual aggregate transaction amount that is payable by the Group to the associates of En+ for the financial year ending 31 December 2015 is estimated to be approximately USD13.1 million.

The annual aggregate transaction amount is estimated by the Directors based on the amount of repair services to be received and their contract price.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the Repair Services Contracts should be aggregated, as they were entered into by the Group with the associates of the same group of connected persons who are parties connected or otherwise associated with one another, and the subject matter of each of the contracts relates to the receipt of repair and maintenance services by members of the Group.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Directors consider that the Repair Services Contracts are for the benefit of the Company, as the contractors offered a competitive price.

The Directors (including the independent non-executive Directors) consider that the Repair Services Contracts have been negotiated on an arm’s length basis and on normal commercial terms which are fair and reasonable and the transactions contemplated under the Repair Services 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 under the Repair Services Contracts, 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 Bratskenergoremont, Khakass Utility Systems LLC, KraMZ-Auto, LLC KraMZ, Irkutskenergoremont JSC, OVE and IESK. 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 Repair Services Contracts.

LISTING RULES IMPLICATIONS

Each of Bratskenergoremont, Khakass Utility Systems LLC, KraMZ-Auto, LLC KraMZ, Irkutskenergoremont JSC, OVE and IESK is directly or indirectly held by En+ as to more than 30% of the issued share capital and is therefore an associate of En+ which is a substantial shareholder of the Company and thus is a connected person of the Company under the Listing Rules.

The estimated annual aggregate transaction amount of the continuing connected transactions under the Repair Services 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 the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Details of the Repair Services 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.

Bratskenergoremont is principally engaged in activities for supporting of operability of the equipment, production of electric installation, all-construction works and others.

Khakass Utility Systems LLC is principally engaged in generating heat and electricity.

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

LLC KraMZ is principally engaged in metallurgy.

Irkutskenergoremont JSC is principally engaged in activities for supporting of operability of thermal power plants.

OVE is principally engaged in the provision of transportation services and railway transport.

IESK is principally engaged in transmission and distribution of electricity.

DEFINITIONS

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

“associate(s)”   has the same meaning ascribed thereto under the Listing Rules. “Board” the board of Directors. “Company” United Company RUSAL Plc, a limited liability company incorporated in Jersey, the shares of which are listed on the main board of the Stock Exchange. “connected person” has the same meaning ascribed thereto under the Listing Rules. “continuing connected transactions” has the same meaning ascribed thereto under the Listing Rules. “Director(s)” the director(s) of the Company. “En+” En+ Group Limited, a company incorporated in Jersey, a substantial shareholder of the Company. “Group” the Company and its subsidiaries. “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange. “Mr. Deripaska” Mr. Oleg Deripaska, an executive Director. “percentage ratios” the percentage ratios under Rule 14.07 of the Listing Rules. “Stock Exchange” The Stock Exchange of Hong Kong Limited. “substantial shareholder” has the same meaning ascribed thereto under the Listing Rules. “USD” United States dollars, the lawful currency of the United States of America. “VAT” value added tax.    

By Order of the Board of Directors ofUnited Company RUSAL PlcAby Wong Po YingCompany Secretary

2 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, 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20150701006429/en/

United Company RUSAL Plc