United RUSAL : NOTICE OF EXTRAORDINARY GENERAL MEETING

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UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("Meeting") of United Company RUSAL Plc ("Company") will be held at 10 a.m. (Hong Kong time) on 1 August 2019, at Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong, to consider and, if thought fit, pass the following resolutions as special resolutions and ordinary resolutions of the Company.

SPECIAL RESOLUTIONS

1. THAT:
2. 
   the application by the Company to the regulatory authorities in the Russian Federation (the "New Jurisdiction") for continuance as a company with the status of an International Company established under the laws of the New Jurisdiction (the "Russian Application") be and is hereby approved.
3. THAT:
4. 1. 
      subject to the passing of Special Resolution number 1 above and effective as at the time of registration of the Company as the business entity with the status of an International Company in the Unified State Register of Legal Entities of the Russian Federation, to approve: (a) the personal law (lex societatis) of the Company shall be changed from Jersey law into Russian Law;
   2. the par value of the Shares shall be denominated in RUB; (c) the charter capital of the Company shall be denominated in RUB; and (d) the par value of the Company's shares in RUB shall be equivalent to the par value of the shares of United Company RUSAL Plc in US Dollars at the official exchange rate set by the Bank of Russia as of 2 November 2018.
5. THAT:
6. 
   subject to the passing of Special Resolution number 1 above and effective as at the time of registration of the Company as the business entity with the status of an International Company in the Unified State Register of Legal Entities of the Russian Federation, to approve: the adoption of the New Corporate Charter, subject to such amendments as may be considered necessary or desirable for the purposes of the Company's Continuance Out Of Jersey and that are approved by the Board or any one director of the Company (as the case may be).

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4. THAT:

subject to the passing of Special Resolution number 1 above and effective as at the time of registration of the Company as the business entity with the status of an International Company in the Unified State Register of Legal Entities of the Russian Federation, to approve: the Change of Company Name and state the full company name of the Company in Russian as "Международная компания публичное акционерное общество «РУСАЛ»", the abbreviated company name of the Company in Russian as "МКПАО «РУСАЛ»", and to change the company name of the Company in English from "United Company RUSAL Plc" to the full company name "RUSAL international public joint-stock company" as the full company name of the Company and "RUSAL IPJSC" as the abbreviated company name of the Company. The Chinese name of the Company will remain unchanged.

ORDINARY RESOLUTIONS

1. THAT:
   subject to the passing of Special Resolution number 1 above, to approve Mr. Evgenii Nikitin as the General Director of the Company as the business entity with the status of an International Company in the Unified State Register of Legal Entities of the Russian Federation, which is registered as a result of the Company's Continuance Out Of Jersey.
2. THAT:
   subject to the passing of Special Resolution number 1 above, to approve the terms of the Company's application to the Russian regulatory authorities and application of the Company to the Jersey Financial Services Commission (JFSC) pursuant to Article 127T of the Companies (Jersey) Law 1991.
3. THAT:
   subject to the passing of Special Resolution number 1 above, to approve Joint Stock Company "Interregional Registration Center" (tax identification number 1901003859) as the registrar with effect from the time of registration of the Company as the business entity with the status of an International Company in the Unified State Register of Legal Entities of the Russian Federation.

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8. THAT:

subject to the passing of Special Resolution number 1 above, to approve that the Board of Directors of the Company and/or the General Director of the Company (including both before and after the Company's Continuance Out Of Jersey) be and is hereby authorised to perform any and all actions and things and execute all such documents on behalf of the Company, including under seal where applicable, necessary for and relating to the Company's Continuance Out Of Jersey.

Yours faithfully

On behalf of the board of

United Company RUSAL Plc

Bernard Zonneveld

Chairman of the Board

Hong Kong, 5 July 2019

Notes:

1. The register of members of the Company will be closed starting 25 July 2019 to 1 August 2019 (both days inclusive); during such period no transfer of shares of the Company can be registered. In order to qualify for entitlement to attend the EGM, all completed transfer forms, accompanied by the relevant share certificates must be lodged with, in respect of shares registered on the register of members in Jersey, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES not later than 5:30 p.m. (Jersey time) on 24 July 2019, and in respect of shares registered on the overseas branch register in Hong Kong, Computershare Hong Kong Investor Services Limited, Shop 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. (Hong Kong time) on 24 July 2019.
2. At the EGM, the chairman of the meeting will put the above resolutions to be voted by way of a poll under Article 16.14 of the Company's Articles of Association and in accordance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
3. Any shareholder of the Company who objects to the application of the Company for the Company's Continuance Out Of Jersey may, within the time limits specified in Article 127S(1) of the Companies (Jersey) Law 1991, apply to the Royal Court of Jersey for an order under Article 143 of the same act on the ground that the proposed continuance out of Jersey would unfairly prejudice his interests.
4. Any Member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is appointed. A form of proxy for use in connection with the EGM is enclosed with the circular to shareholders dated 5 July 2019. Completion and return of the proxy form will not preclude a shareholder from attending and voting at the EGM or any adjournment thereof (as the case may be) should the member so desire.
5. Where there are joint registered holders of any share in the issued share capital of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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1. To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shop 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding of the EGM or any adjourned meeting.
2. This notice is provided in an English language version and a Chinese language version. In case of any inconsistency, the English version shall prevail.

Registered office in Jersey	Place of business in
44 Esplanade	Hong Kong:
St Helier	3806 Central Plaza
Jersey	18 Harbour Road Wanchai
JE4 9WG	Hong Kong

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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