United RUSAL : CONTINUING CONNECTED TRANSACTIONS REPAIR SERVICES CONTRACT

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UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

CONTINUING CONNECTED TRANSACTIONS

REPAIR SERVICES CONTRACT

Reference is made to the announcements of the Company dated 11 December 2017, 15 February 2018, 2 March 2018, 18 January 2019, 12 April 2019, 30 April 2019, 23 May 2019, 2 July 2019, 11 July 2019 and 29 November 2019 in relation to the Previously Disclosed Repair Services Contracts.

The Company announces that a member of the Group entered into a contract with an associate of En+, pursuant to which an associate of En+ agreed to provide repair services to a member of the Group.

THE NEW REPAIR SERVICES CONTRACT

Reference is made to the announcements of the Company dated 11 December 2017, 15 February 2018, 2 March 2018, 18 January 2019, 12 April 2019, 30 April 2019, 23 May 2019, 2 July 2019, 11 July 2019 and 29 November 2019 in relation to the Previously Disclosed Repair Services Contracts. The Company announces that a member of the Group entered into a contract with an associate of En+, pursuant to which an associate of En+ agreed to provide repair services to a member of the Group (the "New Repair Services Contract"), with details as below.

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						Estimated
						consideration
						payable for
						the years
						ending 31
						December
						2019 and 31
		Customer				December
	Date of the				2020
	(member of the	Contractor (associate	Term of	Repair	excluding
	contract	Group)	of En+)	contract	services	VAT	Payment terms
						(USD)
1	23 December	Societe Anonyme	Joint-Stock company	Up to 31	Works on	2019:	15% prepayment to
	2019	"FRIGUIA"	"Irkutskenergoremont"	December	overhaul	344,256	be paid within 5
		(FRIGUIA SA)		2020	of the		calendar days from
					boiler	2020:	the date of the
						1,800,720	signing of the
						(Note 1)	contract, and the
							remaining 85%
							payable within 30
							calendar days from
							the date of the act
							of the performed
							works
	Total estimated					2019:
	consideration					344,256
	payable (USD)					2020:
						1,800,720

Note:

1. The estimated consideration payable is calculated based on the estimated costs for the relevant repair works (repair of boiler #5) and is to be paid in cash via bank transfer.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

The contract price payable under the New Repair Services Contract 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. In accordance with the Company's procurement policies and using tools such as the Company's procurement portal, the Company invited several organizations to take part in the tender in relation to the required repair services. The Company's procurement managers, in line with the best-in-class experience and know-how of the Company's procurement policies, with approval from the Company's bidding committee chose the contractor offering the best terms and conditions (the contractor offered the lowest price and provided qualified specialists and equipment) and then entered into the contract with the chosen contractor.

Based on the terms of the New Repair Services Contract and the Previously Disclosed Repair Services Contracts, the annual aggregate transaction amount that is payable by the Group to the associates of En+ for each of the financial years ended 31 December 2019 and 31 December 2020 is estimated to be approximately USD17.265 million and USD1.816 million respectively.

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

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THE AGGREGATION APPROACH

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New Repair Services Contract and the Previously Disclosed 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 New Repair Services Contract is for the benefit of the Company, as the contractor offered a competitive price.

The Directors (including the independent non-executive Directors) consider that the New Repair Services Contract has been negotiated on an arm's length basis and on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Repair Services 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 Repair Services Contract, save for Mr. Christopher Burnham and Mr. Nick Jordan who are directors of En+, Mr. Vyacheslav Solomin, who is the chief operating officer of En+, and Mr. Vladimir Kolmogorov, who is the first deputy chief executive officer for technical policy of En+, which holds more than 30% of the issued share capital of Joint-Stock company "Irkutskenergoremont". Mr. Vladimir Kolmogorov is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Mr. Christopher Burnham, Mr. Nick Jordan, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov did not vote on the Board resolution approving the New Repair Services Contract.

LISTING RULES IMPLICATIONS

The ultimate beneficial owner of Joint-Stock Company "Irkutskenergoremont" is En+, which holds more than 90% of the issued share capital of this entity.

Joint-Stock company "Irkutskenergoremont" is held by En+ as to more than 30% of the issued share capital and is therefore an associate of En+, which in turn is a substantial shareholder of the Company. Accordingly, Joint-Stock company "Irkutskenergoremont" is a connected person of the Company under the Listing Rules.

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The estimated annual aggregate transaction amount of the continuing connected transactions under the New Repair Services Contract and the Previously Disclosed Repair Services Contracts for the financial year ending 31 December 2019 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 New Repair Services Contract and the Previously Disclosed 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 and sale of aluminium, including alloys and value-added products, and alumina.

Joint-Stock Company "Irkutskenergoremont" is principally engaged in activities for supporting of operability of the equipment, thermal power plants.

En+ is a parent company for vertically integrated aluminium and power group, engaged in aluminium production and energy generation.

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 of Hong Kong Limited.
"connected person(s)"	has the same meaning ascribed thereto under the
	Listing Rules.

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"continuing connected	has the same meaning ascribed thereto under the
transactions"	Listing Rules.
"Director(s)"	the director(s) of the Company.
"En+"	EN+ GROUP International public joint-stock
	company (formerly En+ Group Plc, a company
	initially registered in Jersey that continued as legal
	entity in Russia in 2019), a company registered in
	accordance with the procedure established by the
	laws of the Russian Federation, in accordance with
	the Federal Law of the Russian Federation "On
	International Companies", and which is a
	Shareholder of the Company.
"Group"	the Company and its subsidiaries.
"Listing Rules"	the Rules Governing the Listing of Securities on
	the Stock Exchange of Hong Kong Limited.
"percentage ratios"	the percentage ratios under Rule 14.07 of the
	Listing Rules.
"Previously Disclosed	the repair services contracts between members of
Repair Services	the Group and associates of En+, pursuant to which
Contracts"	the associates of En+ agreed to provide repair
	services to the members of the Group during each
	of the financial years ending 31 December 2019
	and 31 December 2020, as disclosed in the
	announcements of the Company dated 11 December
	2017, 15 February 2018, 2 March 2018, 18 January
	2019, 12 April 2019, 30 April 2019, 23 May 2019,
	2 July 2019, 11 July 2019 and 29 November 2019.
"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 of
	United Company RUSAL Plc
	Aby Wong Po Ying
	Company Secretary
24 December 2019

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As at the date of this announcement, the executive Directors are Mr. Evgenii Nikitin, Mr. Evgeny Kuryanov and Mr. Evgenii Vavilov, the non-executive Directors are Mr. Marco Musetti, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov and the independent non-executive Directors are Dr. Elsie Leung Oi-sie, Mr. Dmitry Vasiliev, Mr. Bernard Zonneveld (Chairman), Mr. Maxim Poletaev, Mr. Randolph N. Reynolds, Mr. Kevin Parker, Mr. Christopher Burnham and Mr. Nick Jordan.

All announcements published by the Company are available on its website under the links http://www.rusal.ru/en/investors/info.aspx and http://rusal.ru/investors/info/moex/ , respectively.

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