United RUSAL : PROXY FORM FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING

UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

PROXY FORM FOR USE BY SHAREHOLDERS AT THE

EXTRAORDINARY GENERAL MEETING

I/We (note 1) of

being the registered holder(s) of

_ (note 2) shares of US$0.01 each in the capital of

UNITED COMPANY RUSAL PLC (the "Company") hereby appoint THE CHAIRMAN OF THE MEETING or failing

him/her

of

or failing him/her

of

as my/our proxy/proxies (note 3), to attend for me/us and on my/our behalf at the extraordinary general meeting ("EGM") of the Company to be held at Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong, on 1 August 2019 at 10 a.m. (Hong Kong time), and at any adjournment thereof and to vote for me/us and on my/our behalf on the resolutions referred to in the Notice of EGM (the "Notice") (with or without modifications) as indicated.

If you wish to vote for any of the resolutions below, please indicate with an "X" in the boxes marked "For". If you wish to vote against any of the resolutions below, please indicate with an "X" in the boxes marked "Against". If you wish to abstain on any of the resolutions below, please indicate with an "X" in the boxes marked "Abstain" (note 4). The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any resolution referred to below if no instruction is given in respect of that resolution. A proxy will also be entitled to vote at his/her discretion on any business or resolution properly considered at the EGM other than the resolutions set out in the Notice (note 5).

NO

SPECIAL RESOLUTIONS

FOR

AGAINST ABSTAIN

1. 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.
2. 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; (b) the par value of the Shares shall be denominated in RUB;
3. 1. the charter capital of the Company shall be denominated in RUB; and
   2. 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.
4. 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).
5. 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.

NO	ORDINARY RESOLUTIONS		FOR	AGAINST	ABSTAIN
5	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.
6	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.
7	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.
8	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.

Dated this

day of

2019

Signature/Common Seal of Shareholder (note 6)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. In the case of joint holders this form of proxy must be signed by the shareholder whose name stands first in the register of members.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. You are entitled to appoint a proxy of your choice. If you wish to appoint some person other than the Chairman of the EGM as your proxy/proxies, kindly delete the words "THE CHAIRMAN OF THE MEETING or failing him/her" and insert the name/names and address(es) of the person/persons desired. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote in his place. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you.
4. The "Abstain" option is provided to enable you to abstain on any particular resolution. However it should be noted that "Abstain" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution. Accordingly, the shares abstained (if any) will not be counted in the calculation of the required majority.
5. The Notice is set out in the Company's circular dated 5 July 2019.
6. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or signed by an attorney or duly authorised officer of the corporation.
7. To be valid, this form of 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, Shops 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.
8. Any alteration made in this proxy form should be initialed by the person who signs it.
9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereto if you so wish.