United Rusal : RENEWAL OF ANNUAL CAPS OF CONTINUING CONNECTED TRANSACTIONS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

RENEWAL OF ANNUAL CAPS

OF CONTINUING CONNECTED TRANSACTIONS

Reference is made to certain continuing connected transactions relating to electricity and capacity supply described in the prospectus of the Company dated 31 December 2009, the annual reports of the Company for each of the years ended 31 December 2016, 2017 and 2018, the announcement of the Company dated 27 September 2011, the circular of the Company dated 12 October 2011, the announcement of the Company dated 12 November 2013, the circular of the Company dated 13 December 2013, the announcements of the Company dated 28 March 2014, 19 November 2014, 19 September 2016 and 29 November 2017 and the circular of the Company dated 11 October 2016.

The Company expects to continue procuring electricity and capacity supply from associates of En+, the controlling shareholder of the Company, and additional electricity and capacity supply contracts are expected to be entered into between members of the Group on the one part, and associates of En+ on the other part, from time to time. The purpose of this announcement is to set out the terms and details of the continuing connected transactions constituted by such electricity and capacity supply contracts and the respective proposed annual caps for the years ending 31 December 2020, 2021 and 2022.

− 1 −

As the applicable percentage ratio(s) with respect to the Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+ (being the maximum amounts of consideration payable by the Group under the continuing connected transactions constitued by E&C Contracts entered, or to be entered (pursuant to general principles set out under the New Framework Agreement) over the years ending 31 December 2020, 2021 and 2022) are more than 5%, the Proposed 2020/2021/2022 CAPs for E&C contract with associates of En+ will be subject to reporting, annual review, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

An EGM will be convened to consider and, if thought fit, to pass the resolutions to approve the Relevant Proposal. A circular containing: (i) further details of the E&C Contracts, the New Frameworks Agreement and Proposed 2020/2021/2022 CAPs for E&C Contract with associates of En+; (ii) the letter from, and recommendations of, the IBC in respect of the Relevant Proposal; (iii) the letter from an independent financial adviser to the IBC and the independent Shareholders in respect of the Relevant Proposal; and (iv) the notice convening the EGM, is expected to be despatched by the Company to its Shareholders on or before 15 October 2019.

1. INTRODUCTION

Reference is made to certain continuing connected transactions relating to electricity and capacity supply described in the prospectus of the Company dated 31 December 2009, the annual reports of the Company for each of the years ended 31 December 2016, 2017 and 2018, the announcement of the Company dated 27 September 2011, the circular of the Company dated 12 October 2011, the announcement of the Company dated 12 November 2013, the circular of the Company dated 13 December 2013, the announcement of the Company dated 19 September 2016, the circular of the Company dated 11 October 2016, and the announcements of the Company dated 28 March 2014, 19 November 2014, 19 September 2016 and 29 November 2017 (collectively, the "Publications"). As disclosed in these Publications, certain members of the Group were parties to a number of continuing connected transactions with respect to the procurement of electricity and capacity supply by members of the Group.

The Company expects to continue procuring electricity and capacity supply from associates of En+, the controlling shareholder of the Company, and additional electricity and capacity supply contracts are expected to be entered into between members of the Group on the one part, and associates of En+ on the other part, from time to time.

The purpose of this announcement is to set out the terms and details of the continuing connected transactions constituted by such electricity and capacity supply contracts and the respective proposed annual caps for the years ending 31 December 2020, 2021 and 2022.

− 2 −

2. E&C CONTRACTS

(a) Long-term E&C Contracts with associates of En+

As described in the circular of the Company dated 11 October 2016, certain members of the Group have entered into three long-term E&C Contracts with associates of En+ for the procurement of electricity. Pursuant to the terms of such contracts, the cost of electricity to be supplied by associates of En+ is based on a formula tied to the market prices of electricity with the application of a discount. For details of the formula, please refer to the circular of the Company dated 11 October 2016.

As described in the announcement of the Company dated 29 November 2017, as part of the reorganisation of En+ group companies, on 28 November 2017, long-term E&C Contracts entered into by JSC Irkutskenergo, a company controlled by En+, with members of the Group were terminated and replaced with E&C Contracts entered into by LLC "EuroSibEnergo-Hydrogeneration"("EuroSibEnergo-Hydrogeneration", a wholly-owned subsidiary of En+) with respective members of the Group. The material terms and conditions of the new E&C Contracts (including those as set out in the circular of the Company dated 11 October 2016 such as the pricing formula, annual contractual amount of electricity to be supplied and payment timeframe, guarantee arrangements and annual caps) were the same as those under the original E&C Contracts, and the term of the new E&C Contracts covers the remaining term of the original E&C Contracts.

The prices of electricity supplied under the long-term E&C Contracts were agreed between the parties (subject to the Wholesale Market Rules which have indirect influence on the calculation of the total cost of a user's consumed electricity in connection with the contracts concluded by such a person) and were determined based on a formula tied to the market prices of electricity with the application of a discount. Such formula was determined through arm's length negotiations between the parties and, so far as the Company is aware, it is common market practice to adopt similar formulas in price calculations of electricity and capacity supply contracts. While such formula is not intended to be universally applied to all long-term E&C Contracts that may be entered into by members of the Group in the future, the Group may use the same principle of linking the cost of electricity with parameters such as the market price of electricity for the determination of prices of electricity in future long-term E&C Contracts with independent third parties and/or connected persons of the Group. On this basis, the Company took the view that the pricing terms based on the above formulas reflect normal commercial terms.

Under the terms of the long-term E&C Contracts, amounts due and payable by relevant members of the Group for electricity supplied by associates of En+ are made in instalments during each month (with reference to the preliminary estimated price of electricity supplied during the month), with the final payment made no later than the 21st day on the month following the month of billing, and all payment amounts shall be satisfied by the relevant member of the Group in cash via bank transfer.

− 3 −

It is expected that members of the Group may continue to enter into new long-term E&C Contracts with associates of En+ from time to time.

Historical transaction figures for existing long-term E&C Contracts entered with associates of En+

For the years ended 31 December 2017 and 2018 and the six months ended 30 June 2019, the amount paid by the Group for electricity purchased under the long-term E&C Contracts amounted to approximately USD440.5 million, USD445.4 million, and USD252.7 million (unaudited) respectively.

(b) Short-term E&C Contracts with associates of En+

As disclosed in the Publications, members of the Group, including PJSC RUSAL Bratsk ("BrAZ"), JSC "RUSAL Sayanogorsk" ("SAZ"), JSC "RUSAL Novokuznetsk" ("NkAZ"), RUSAL Ural JSC (formerly JSC "SUAL") and RUSAL Energo Limited Liability Company ("RUSAL Energo") have entered into, from time to time as part of their ordinary course of business, short-term E&C Contracts with the companies controlled by En+ (including JSC Irkutskenergo, LLC "Avtozavodskaya CHP", JSC "EuroSibEnergo" and EuroSibEnergo-Hydrogeneration), the term of which does not exceed one year.

The electricity and capacity supplied under these short-term E&C Contracts are derived from plants operated by JSC Irkutskenergo, LLC "Avtozavodskaya CHP", JSC "EuroSibEnergo" and EuroSibEnergo-Hydrogeneration.

The prices of electricity and capacity supplied (excluding electricity and capacity supplied to residential users) are determined under a competitive procedure (involving bidding and tendering by suppliers and customers of electricity and capacity) through the "Trading System Administrator of Wholesale Electricity Market Transactions" ("TSA"), a commercial operator and facilitator of transactions which matches suppliers and customers, and prices determined through such competitive procedure are generally considered as market prices. The parties to these short-term E&C Contracts receive information relating to prices of electricity and capacity directly from the TSA and this is consistent with normal market practice whereby prices are provided to each participant of the market individually.

The mechanism for the determination of market prices of electricity and capacity through the TSA is approved by, and is in compliance with statutory requirements stipulated in applicable regulations of, the Government of the Russian Federation, and the Group may only enter into short-term E&C Contracts (with independent third parties or connected persons) through the TSA.

Given that the TSA controls the tendering process in connection with the determination of market prices of electricity and capacity and facilitates the

− 4 −

matching of and settlement among suppliers and customers of electricity and capacity, the relevant members of the Group entering into short-term E&C Contracts generally do not have control over the identity of its supplier, which may or may not be an associate of En+. On such basis, the Company takes the view that the prices of electricity and capacity procured by members of the Group under such short term E&C Contracts are no less favourable to the Group than those offered by independent third parties.

Under the terms of the short-term E&C Contracts, payments due to be paid by members of the Group shall be made in installments in accordance with the regulations of the Non-Commercial Partnership Market Council ("Market Council"), and all payment amounts shall be satisfied by the relevant members of the Group in cash via bank transfer.

In addition, members of the Group, including RUSAL Silicon Ural LLC, JSC RUSAL SAYANAL, JSC "Ural Foil", JSC"RUSAL Krasnoyarsk" and JSC "South Ural Cryolite Plant" have entered into, from time to time as part of their ordinary course of business, short-term E&C contracts of a term not exceeding three years with LLC MAREM+ (formerly CJSC MAREM+ until 3 August 2015), a company controlled by En+, for the supply of electricity and capacity purchased at the wholesale energy and capacity market.

The purchase of electricity and capacity at the wholesale market is effected at a price which is determined daily (for electricity) and monthly (for capacity), based on the trading results at the wholesale market, and subject to unpredictable external fluctuations (including, without limitation, weather factors, river stream flow rates, hydropower plant output storage, transborder cross-flow planning, provision for reserves by power generation facilities, scheduled equipment repairs, fuel price fluctuations, details of fuel regime for "endpoint" power generation facilities, economic efficiency of bids submitted by producers, technological processes of power generation facilities' equipment, and effect of state regulation on the market model).

The price of electricity and capacity under these short-term E&C Contracts is derived from the wholesale market price regulated by regulations prescribed by the Government of the Russian Federation. Under the terms of these short-term E&C Contracts, payments due by members of the Group shall be made in accordance with tentatively scheduled instalments during each month, and the final payment shall be made in the middle of the month following the month of billing, and all payment amounts shall be satisfied by the relevant members of the Group in cash via bank transfer.

Members of the Group have also from time to time entered into short-term E&C Contracts with LLC "Irkutskaya Energosbytovaya Company" ("LLC

− 5 −

Irkutskenergosbyt"), a company controlled by En+ as to more than 30%, for the supply of electricity and capacity purchased at the wholesale electricity market and supplied to consumers in the retail market on normal commercial terms (including the pricing terms) regulated under the regulations of the Government of the Russian Federation. Payments due by members of the Group under each of these short-term E&C Contracts shall be made by installments during each month of supply, and all payment amounts shall be satisfied by the relevant members of the Group in cash via bank transfer.

It is expected that members of the Group will continue to enter into short-term E&C Contracts with associates of En+ from time to time in the future. Prior to entering into each short-term E&C Contract which requires the Board's approval or a public disclosure, the Directors will hold a board meeting to consider and, if thought fit, approve such contract taking into account the fairness and reasonableness of such contract and whether it complies with the requirements of the Listing Rules (if required) and is in the best interest of the Company and the Shareholders as a whole. The Directors will also ensure that such contract would contain the terms (including the pricing terms) as described in this announcement.

Different rules and regulations of the Russian Government apply to govern the pricing terms of different short-term E&C Contracts because those contracts are different in nature. There is no fixed pricing formula covering all the short-term E&C Contracts with associates of En+.

The Company believes that the prices for the supply of electricity and/or capacity in respect of the above short-term E&C Contracts based on the aforesaid rules and regulations are on normal commercial terms given that, according to the aforesaid rules and regulations, the prices are determined based on the following: (i) most of the variables are determined by TSA (website: http://www.atsenergo.ru, the contents of which do not form part of this announcement) in accordance with the regulations published on the website of the Market Council (website: https://www.np-sr.ru/ru, the contents of which do not form part of this announcement) based on the existing supply and demand for electricity and capacity on the market which are publicly disclosed on the websites of TSA and the Market Council; (ii) certain variables are determined by the regional/local authorities based on the rules for the calculation of tariffs (i.e. mandatory in nature); (iii) certain variables are determined by "provider of last resort" based on such provider's sale and purchase of the electricity and capacity on the retail market; and (iv) certain variables are taken from the estimated supply and demand of the electricity and capacity in Russia prepared by the Federal Antimonopoly Service of the Russian Federation (a governmental authority) (the "Russian Federal Antimonopoly Service").

− 6 −

Historical transaction figures for short-term E&C Contracts entered with

associates of En+

For the years ended 31 December 2016, 2017 and 2018 and the six months ended 30 June 2019, the aggregate amount paid for electricity and capacity purchased under the short-term E&C Contracts amounted to approximately USD106.8 million, USD245 million, USD244.1 million and USD128.8 million (unaudited) respectively.

(c) Miscellaneous E&C Contracts with associates of En+

The Group has also from time to time entered into miscellaneous E&C Contracts and/or addendums to those contracts with Joint Stock Company "Irkutsk Electronetwork Company" ("JSC "IENC""), a company controlled by En+ as to more than 30% of its issued share capital.

The price of electricity transmission under such miscellaneous E&C Contracts (and addendums thereto) is based on tariff rates stipulated by the Tariff Service of the Irkutsk region (an executive authority of the Irkutsk region in the sphere of government regulation of tariffs including electricity and capacity transmission tariffs), and on terms which are the same for all consumers (tariffs are differentiated depending on voltage levels). As tariff rates that are charged on customers are the same (whether or not the supplier is an independent third party or a connected person), the Company takes the view that the prices of electricity offered to the Group under such miscellaneous E&C Contracts are no less favourable than those offered by independent third parties.

Payments under these miscellaneous E&C Contracts (and addendums thereto) are made in accordance with tentatively scheduled installments during each month, with the final payment effected in the middle of the month following the month of billing, and all payment amounts are satisfied in cash via wire transfer.

It is expected that members of the Group will continue to enter into miscellaneous E&C Contracts with associates of En+ from time to time in the future.

Prior to entering into each miscellaneous E&C Contract which requires the Board's approval or a public disclosure, the Directors will hold a board meeting to consider and, if thought fit, approve such contract taking into account the fairness and reasonableness of such contract and whether it complies with the requirements of the Listing Rules (if required) and is in the best interest of the Company and the Shareholders as a whole. The Directors will also ensure that such contract would contain the terms (including the pricing terms) as described in this announcement.

− 7 −

Historical transaction figures for miscellaneous E&C Contracts entered with associates of En+

For the years ended 31 December 2016, 2017 and 2018 and the six months in 2019, the amount paid by the Group for electricity purchased and ancillary services provided under the miscellaneous E&C Contracts amounted to approximately USD126.1 million, USD163.8 million, USD144.3 million, and USD68.6 million (unaudited) respectively.

(d) Long-term capacity RSE Contracts with associates of En+

The Group from time to time entered into long-term capacity RSE Contracts (with a term of 15 years) with companies controlled by En+, including Krasnoyarskaya HPP (which was replaced by Abakanskaya SPP LLC in 2017) and EuroSibEnergo-Hydrogeneration as sellers, for the supply of capacity.

The entering into of these long-term capacity RSE Contracts is compulsory for participants of the wholesale electric energy market under the capacity-based renewable energy support scheme of the Russian Federation. Under applicable regulations of the Government of the Russian Federation, participants in the electricity energy wholesale market must purchase capacity by entering into standard form of contracts, the terms and conditions (including the mechanics of price determination and duration of contract to be of 180 months) of which are determined by the Market Council and published on the website of the Market Council. Such terms and conditions prescribed by the Market Council may not be amended by the supplier or buyer entering into the long-term capacity RSE Contract. The exact capacity volume to be supplied under the contract and its value are determined by the TSA.

The price of capacity to be sold under long-term capacity RSE Contracts is determined by the TSA in accordance with procedures established by the rules of determination of the price of capacity of generating facilities using renewable energy sources approved by relevant legislation of the Government of the Russian Federation and the Wholesale Market Rules, details of which were set out in the circular of the Company dated 11 October 2016. Payment for the supply of capacity is made by the buyer of capacity via bank transfer using designated bank accounts it maintains pursuant to the TSA's instructions, and the buyer is only notified of the volume supplied for the payments made at a later stage.

The Company believes that the prices and the terms of the long-term capacity RSE Contracts based on the aforesaid rules and regulations are on normal commercial terms given that these terms and conditions are effectively prescribed in accordance with the Resolutions of the Russian Government and are equally applicable to all participants in the electric energy wholesale market.

− 8 −

It is expected that members of the Group may continue to enter into new long-term capacity RSE Contracts with associates of En+ from time to time in the future on the similar terms as described above.

The Board is of the view that the terms of the long-term capacity RSE Contracts (which are based on standard form of contracts in compliance with requirements prescribed by applicable regulations of the Government of the Russian Federation) are fair and reasonable. Further, having considered that the failure to conclude such contracts may result in the exclusion of members of the Group from the electric energy wholesale market (which means that such company would have to acquire the electricity/capacity at less favourable retail market prices), the Board is of the view that the entering into of such contracts by members of the Group would be in the best interest of the Company and its Shareholders as a whole.

Historical transaction figures for long-term capacity RSE Contracts entered with associates of En+

For the years ended 31 December 2016, 2017 and 2018 and the six months ended 30 June 2019, the aggregate amount paid by the Group for capacity purchased under the long-term capacity RSE Contracts was amounted to approximately USD0.9 million, USD1.0 million, USD0.9 million, and USD0.4 million (unaudited) respectively.

1. Long-termmandatory agreements for purchase of capacity of retrofitted generating facilities

Members of the Group, including JSC "RUSAL Ural", RUSAL Energo LLC, JSC "RUSAL Sayanogorsk", JSC "RUSAL Novokuznetsk", PJSC "RUSAL Bratsk" are current participants (entities) on the wholesale electricity and capacity market, and purchase electricity and capacity on the wholesale electricity and capacity market.

Activity on the wholesale electricity and capacity market is regulated by legislation of the Russian Federation currently in effect (in particular, Resolution No. 1172 of the Government of the Russian Federation "On approving Rules for the wholesale electricity and capacity market and on making changes in some acts of the Government of the Russian Federation regarding the arrangement of functioning of the wholesale electricity and capacity market"). The wholesale electricity and capacity market operating principle is ensured by infrastructure organisations including the Market Council, the TSA, the "Financial Settlement Center" (the single settlement center of the wholesale electricity and capacity market) and System Operator.

Resolution of the Government of the Russian Federation No. 43 dated 25 January 2019 "On selecting projects for retrofitting of thermal power plant generating facilities" made changes in Resolution of the Government of the Russian Federation

− 9 −

No. 1172 dated 27 December 2010 that introduced to the current wholesale electricity and capacity market model a procedure for selecting projects for the retrofitting of generating facilities of thermal power plants on the wholesale electricity and capacity market during the period from 2019 through 2025 (inclusively). This procedure guarantees the refund of cash spent for retrofitting thermal power plants at the expense of wholesale electricity and capacity market consumers.

As such, a new type of mandatory agreements for the purchase and sale (supply) of capacity of retrofitted generating facilities ("KOMMod agreements") has been introduced on the Russian wholesale electricity and capacity market in 2019.

System Operator and the Government Commission for Electric Power Industry Development select projects for retrofitting thermal power plant generating facilities on an annual basis. According to the selection results, based on commercial representation agreements as an agent, the "Financial Settlement Center" concludes KOMMod agreements with selected suppliers on behalf of wholesale electricity and capacity market participants, with a delivery period of 16 years.

According to results of a selection of projects for retrofitting of thermal power plant generating facilities carried out in 2019, Order of the Government of the Russian Federation No.1713-r dated 2 August 2019 approved a list of generating facilities whose capacity is supplied under KOMMod agreements. Projects for retrofitting of thermal power plant facilities owned by JSC Irkutskenergo, were included in the list of selected projects.

In accordance with wholesale electricity and capacity market regulations, the "Financial Settlement Center", as agent, is obliged to conclude KOMMod agreements on behalf of members of the Group participating in the Russian wholesale electricity and capacity market based on a commercial representation agreement. As such, the Company could neither participate nor exert control over conclusion of KOMMod agreements.

Members of the Group may not impede the conclusion of KOMMod agreements since this type of agreement is obligatory for conclusion by all wholesale electricity and capacity market members. If wholesale electricity and capacity market rules are not observed, members of the Group will be stripped of the wholesale electricity and capacity market entity status which will result in a significant growth in electricity and capacity purchase costs.

In September 2019, the "Financial Settlement Center" concluded KOMMod agreements on behalf of certain members of the Group which are current participants on the wholesale electricity and capacity market with JSC Irkutskenergo, a company

− 10 −

controlled by En+, as the counterparty/supplier and that the obligations of the parties under these agreements (supply and payment) will commence the earliest from August 2022. Amounts payable by members of the Group under these KOMMod agreements shall be made in cash via bank transfer on payment terms prescribed by regulations of the Market Council.

The Company believes that the prices and the terms of the KOMMod agreements which are based on the aforesaid rules and regulations are on normal commercial terms given that these terms and conditions are effectively prescribed in accordance with the Resolutions of the Russian Government equally applicable to all participants of the electric energy wholesale market.

It is expected that members of the Group will enter into KOMMod agreements with associates of En+ from time to time in the future on the same terms as described above.

Having considered the adverse cost consequences to the Group for failing to enter into KOMMod agreements in compliance with mandatory requirements under applicable Russian legislation described above, the Company is of the view that the entering into of KOMMod agreements on terms which are concluded by the "Financial Settlement Center", as agent, on behalf of members of the Group, would be in the best interest of the Company and its Shareholders as a whole.

Historical transaction figures for all E&C Contracts entered with associates of En+

For the years ended 31 December 2016, 2017 and 2018 and the six months ended 30 June 2019, the aggregate amount paid by the Group for electricity, capacity and/or ancillary services purchased or provided under all E&C Contracts entered into by members of the Group with associates of En+ amounted to approximately USD472.7 million, and at the USD/RUB exchange rate as 1/70, equivalent to USD708.8 million USD747.7 million and USD420.6 million (unaudited) respectively and was within the caps approved by the independent shareholders in 2016.

New Framework Agreement

As disclosed in the announcement of the Company dated 28 March 2014, a framework agreement ("Previous Framework Agreement") governing short-term electricity and capacity transactions between members of the Group with associates of En+ (including transactions under the above E&C Contracts) was signed on 27 March 2014 over the initial term of three years ending 31 December 2016, and such agreement was extended to cover three years ending 31 December 2019 by an addendum entered on 27 December 2016.

− 11 −

It is currently proposed that the Previous Framework Agreement and the addendum be replaced by a new framework agreement ("New Framework Agreement") to cover the E&C contracts (including long-term E&C Contracts, short-term E&C Contracts, miscellaneous E&C Contracts, long-term capacity RSE Contracts and KOMMod agreements) described above that members of the Group may enter into with associates of En+ over the years ending 31 December 2020, 2021 and 2022.

Pursuant to the terms of the New Framework Agreement, E&C Contracts in the form of definitive written agreements may be entered into from time to time by members of the Group with associates of En+ and these agreements shall (i) reflect normal commercial terms in compliance with all applicable laws, rules and regulations; (ii) set out the basis of the calculation of price of electricity, capacity and/or ancillary services (as applicable) to be supplied or transmitted and the terms of the payments to be made (which shall generally be in line with the terms described above); (iii) set out the fixed term of the agreement (other than the terms determined by the Government of the Russian Federation and/or as stipulated by Russian authorities); and (iv) be consistent with the terms applicable to the relevant type of E&C Contracts as disclosed in this announcement. Under each of such contracts, the price at which electricity and capacity may be supplied, or ancillary services provided, to the Group must not be higher than the price or on less favourable terms (as applicable) to the Group than the price or terms on which the Group obtains electricity supply or transmission and capacity or procure ancillary services of a similar nature from independent third parties, having regard to the quantity and other conditions of the transactions, and where applicable, government regulations in effect from time to time and other conditions of the transaction(s).

Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+

The Board proposes the following annual caps in respect of the transactions under E&C Contracts (entered into, or to be entered into pursuant to general principles set out in the New Framework Agreement, by members of the Group with associates of En+) for the years ending 31 December 2020, 2021 and 2022:

Period

Annual Cap

Year ending 31 December 2020 USD1,024 million (net of VAT and determined at the USD/RUB exchange rate as 1/64.9)

Year ending 31 December 2021 USD1,141 million (net of VAT and determined at the USD/RUB exchange rate as 1/65.4)

Year ending 31 December 2022 USD1,220 million (net of VAT and determined at the USD/RUB exchange rate as 1/66.2)

− 12 −

The Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+ were calculated on the basis of (i) the historical amounts paid by the Group under E&C Contracts described above; (ii) the estimated consideration of contracts which members of the Group, as purchasers of capacity, are required to enter into with connected persons under the rules for purchase of capacity in the wholesale electricity supply market in Russia; (iii) the expected energy demand for aluminium smeltering processes of the Group for the three years ending 31 December 2020, 2021 and 2022; and (iv) the expected increase in transmission and electricity tariffs in Russia (as the prices under the miscellaneous E&C Contracts are determined by reference to tariffs); and (v) the anticipated entering into of KOMMod agreements to comply with applicable mandatory requirements under Russian legislation.

Since the exact prices for three years ahead for future E&C contracts are not yet known (as they are determined on the basis of prevailing circumstances on the market at certain moments in time), calculations are based on historical figures and indexes.

The projected volume of electricity or capacity to be supplied to members of the Group pursuant to E&C Contracts were determined with reference to:

• contractual amounts agreed to be supplied pursuant to existing E&C Contracts entered into by members of the Group; or
• in the absence of such contractual amounts, in accordance with the expected level of demand for electricity or capacity by relevant members of the Group in a planned year (with reference to, and projections are made based on, actual electricity and capacity consumption amount in the first half of 2019).

The transmission and electricity tariffs used in the annual cap calculations were determined with reference to:

• the base price taking into account the current level of prices (tariff rates) in the first half of 2019 and the expected level for the second half of 2019; and
• the forecasted index of the growth in network services and consumer price index for 2020-2022 published by the Ministry of Economic Development of the Russian Federation.

The Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+ are calculated as follows:

Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+ = Projected volume of electricity demand of the Group x (base price x forecasted average price index) + Buffer of 5%.

− 13 −

Reasons for and benefits of entering into the E&C Contracts and the New Framework Agreement

The Company considers that the relevant associates of En+ supplying electricity, capacity and/or ancillary services under the E&C Contracts are reliable business co-operation partners of the Group.

The Group enters into E&C Contracts with both independent third parties and connected persons from time to time taking into account various factors including, without limitation, the availability of such supply and service in the particular region, the terms and conditions, and quality of such supply and service.

The Board considers that the E&C Contracts will help secure a stable source of supply of electricity and capacity for the aluminium smelters of the Group. In particular:

1. the entering into of long-term E&C Contracts (a) helps to reduce the effect of volatility in the market price of electricity on the profit margins of the Group, as electricity price are fixed at a discount rate of 3.5 percent below market prices; and (b) would assist to secure continuous supply of electricity to the Group in the long term;
2. the entering into of short-term E&C Contracts is intended to cover different circumstances under which the relevant members of the Group may require the supply of electricity and/or capacity from different regions for different needs based on prevailing market conditions; and
3. in respect of miscellaneous E&C Contracts, JSC "IENC" is the only entity available in the Irkutsk region for the transmission of electricity and therefore the relevant members of the Group are required to enter into miscellaneous E&C Contracts with it to meet their demand for electricity.

Further, the Board considers that relevant members of the Group should enter into long-term capacity RSE Contracts (which is compulsory for participants of the wholesale electricity energy market under the capacity-based renewable energy support scheme of the Russian Federation) and KOMMod agreements (which is compulsory under applicable Russian legislation) given that the failure of relevant members of the Group to enter into these contracts/ agreements would have adverse cost, legal and other consequences for the Group as described above.

The New Framework Agreement provides a framework and structure for members of the Group to enter into prospective E&C Contracts with associates of En+ in a manner that is compliant with the requirements of the Listing Rules.

− 14 −

Having considered the above matters (including the terms of the New Framework Agreement as well as the prospective E&C Contracts that may be entered pursuant thereto as disclosed in this announcement), the Board (including the independent non-executive Directors) is of the view that (i) the New Framework Agreement and the prospective E&C Contracts that may be entered pursuant thereto are on normal commercial terms; (ii) the entering into of such contracts is in the ordinary and usual course of business of the relevant members of the Group; (iii) the entering into of the New Framework Agreement as well as entering into of prospective E&C Contracts contemplated thereunder is fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (iv) the Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+ are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. LISTING RULES IMPLICATIONS

En+ is the controlling shareholder of the Company. Accordingly, En+ and its associates (including companies described above which En+ exercises or controls the exercise of 30% or more voting power at general meetings) are connected persons of the Company under the Listing Rules and therefore transactions described above between each of them, on the one part, and members of the Group, on the other part, carried out on a continuing basis constitute continuing connected transactions of the Company under the Listing Rules.

As the applicable percentage ratio(s) with respect to the Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+ (being the maximum amounts of consideration payable by the Group under the continuing connected transactions constituted by E&C Contracts entered, or to be entered (pursuant to general principles set out under the New Framework Agreement) over the years ending 31 December 2020, 2021 and 2022) are more than 5%, the Proposed 2020/2021/2022 CAPs for E&C Contracts with associates of En+ will be subject to reporting, annual review, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

None of the Directors has a material interest in the continuing connected transactions set out above, 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+. 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 Relevant Proposal.

− 15 −

4. INDEPENDENT SHAREHOLDERS' APPROVAL

The Company will seek independent Shareholders' approval in respect of the entering into of the Relevant Proposal at an EGM of the Company to be convened. Any Shareholder with a material interest in the Relevant Proposal will not vote on the relevant resolutions at the EGM.

In view of the interests of En+ in the Relevant Proposal, En+ and its associates will abstain from voting in relation to the resolutions for approving the Relevant Proposal.

In accordance with the Listing Rules, an IBC (consisting of only independent non-executive Directors) was established by the Company to give recommendations to independent Shareholders (including to give their view as to whether the Relevant Proposal is fair and reasonable and whether the relevant underlying continuing connected transactions or arrangements contemplated thereunder are in the interests of the Company and its Shareholders as a whole) and to advise them on how to vote in respect of the Relevant Proposal. In providing such recommendations, the IBC shall have regard to recommendations to be given by the independent financial adviser, Somerley Capital Limited, that has been appointed by the Company to advise the IBC and the independent Shareholders in relation to the Relevant Proposal.

A circular containing:

1. further details of the E&C Contracts, the New Framework Agreement and the Proposed 2020/2021/2022 CAPs for E&C Contracts with associates of En+ described above;
2. the letter from, and recommendations of, the IBC in respect of the Relevant Proposal;
3. the letter from the independent financial advisor to the IBC and the independent Shareholders in respect of the Relevant Proposal; and
4. the notice convening the EGM,

is expected be despatched by the Company to its Shareholders on or before 15 October 2019.

If the actual terms of E&C Contracts described above are, or be amended such that they are, different to those currently disclosed in this announcement, the Company will re-comply with applicable requirements (including the obtaining of independent Shareholders' approval) under Chapter 14A of the Listing Rules.

− 16 −

5. GENERAL

The Company is principally engaged in the production and sale of aluminium, including alloys and value-added products, and alumina.

JSC Irkutskenergo is a power generating company.

JSC "EuroSibEnergo" is the largest Russian vertically integrated and privately held energy company managing 18 power plants, and a participant in the electric energy wholesale market.

LLC "EuroSibEnergo-Hydrogeneration" is a power generating company.

LLC "Avtozavodskaya CHP" is principally engaged in supply of electric and thermal energy.

Abakanskaya SPP LLC is a solar power plant.

LLC MAREM+ is principally engaged in sales of electricity and capacity.

LLC "Irkutskenergosbyt" is principally engaged in sales of electricity and capacity.

JSC "IENC" 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 public 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.
"continuing connected	has the same meaning ascribed thereto under the
transactions"	Listing Rules.

− 17 −

"controlling shareholder"

"Director(s)"

"E&C Contract(s)"/"E&C

Contracts with associates

of En+"

"EGM"

"En+"

"Group"

"IBC"

"Listing Rules"

"percentage ratios"

"Proposed 2020/2021/2022 Caps for E&C Contracts with associates of En+"

"Relevant Proposal"

has the same meaning ascribed thereto under the Listing Rules.

the director(s) of the Company.

the electricity and capacity supply or transmission contracts entered into from time to time with associates of En+; details of the subsisting contracts are set out in the section headed "2. E&C Contracts" of this announcement.

the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, passing the resolutions to approve the Relevant Proposal.

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 the controlling shareholder of the Company.

collectively the Company and its subsidiaries.

independent board committee of the Company consisting of the independent non-executive directors only who have no material interest in the transactions.

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

the percentage ratios as defined under Rule 14.07 of the Listing Rules.

the proposed annual caps for the E&C Contracts with associates of En+ for the years ending 31 December 2020, 2021 and 2022.

the Proposed 2020/2021/2022 Caps with associates of En+ that requires independent Shareholders' approval at an extraordinary general meeting of the Company.

− 18 −

"RSE Contracts" or "RSE Contracts with associates of En+"

the renewable sources of energy (RSE) contracts entered into from time to time with associates of En+; details of the subsisting contracts are set out in the section headed "2. E&C Contracts" of this announcement.

"substantial shareholder"	has the same meaning ascribed thereto under the
	Listing Rules.
"System Operator"	"System Operator of the United Power System",
	Joint-stock Company, an office performing a
	centralized	operational	and	dispatching
	management of the Unified energy system of the
	Russian Federation, conferred, among others, with
	the authority to issue instructions compulsory to all
	subjects and consumers of the electric energy
	which influence the whole energy system.
"USD"	United States dollars, the lawful currency of the
	United States of America.
"VAT"	value added tax.
"Wholesale Market Rules"	the Rules approved by the Government of the
	Russian Federation (as amended from time to time)
	and establishing the legal basis for functioning of
	the electric energy and capacity wholesale market
	in the Russian Federation, including regulation of
	relations associated with turnover of electric
	energy and capacity on the market.
"%"	per cent.

By Order of the Board of Directors of

United Company RUSAL Plc

Aby Wong Po Ying

Company Secretary

20 September 2019

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.aspxand http://rusal.ru/investors/info/moex/respectively.

− 19 −