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 (the "Extraordinary General Meeting") of the Company to be held at Hong Kong SkyCity Marriott Hotel, 1 Sky City Road East, Lantau, Hong Kong on Thursday, 14 November 2019 at 10:00 am (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 Extraordinary General Meeting (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". 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 Extraordinary General Meeting other than the resolutions set out in the notice of Extraordinary General Meeting.

NO

ORDINARY RESOLUTIONS

FOR

AGAINST

ABSTAIN

1

To approve and confirm the annual cap in relation to the E&C Contracts

with associates of En+ (as defined in the circular of the Company dated 18

October 2019 (the "Circular") for the year ending 31 December 2020.

2

To approve and confirm the annual cap in relation to the E&C Contracts

with associates of En+ (as defined in the Circular) for the year ending 31

December 2021.

3

To approve and confirm the annual cap in relation to the E&C Contracts

with associates of En+ (as defined in the Circular) for the year ending 31

December 2022.

Dated this

day of

2019

Signature/Common Seal of Shareholder (note 4)

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 Extraordinary General Meeting 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 member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent you.
  4. 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.
  5. 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, Link Market Services (Hong Kong) Pty Limited, Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong, not less than 48 hours before the time fixed for holding of the Extraordinary General Meeting or any adjourned meeting.
  6. Any alteration made in this proxy form should be initialed by the person who signs it.
  7. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereto if you so wish.
  8. The notice of Extraordinary General Meeting is set out in the Circular.
  9. 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.

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United Company RUSAL plc published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 13:18:06 UTC