United RUSAL : CONTINUING CONNECTED TRANSACTIONS REPAIR SERVICES CONTRACTS

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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 CONTRACTS

Reference is made to the announcements of the Company dated 11 December 2017, 15 February 2018 and 2 March 2018 in relation to the Previously Disclosed Repair Services Contracts.

The Company announces that members of the Group entered into contracts with associates of En+, pursuant to which the associates of En+ agreed to provide repair services to the members of the Group.

THE NEW REPAIR SERVICES CONTRACTS

Reference is made to the announcements of the Company dated 11 December 2017, 15 February 2018 and 2 March 2018 in relation to the Previously Disclosed Repair Services Contracts. The Company announces that members of the Group entered into contracts with associates of En+, pursuant to which the associates of En+ agreed to provide repair services to the members of the Group (the "New Repair Services Contracts"), with details as below.

Estimated consideration payable for the year ending 31 December

Date of the contractCustomer (member of the Group)Contractor (associate of En+)

Term of contractRepair services

2019 excluding VAT

(USD)Payment terms

1

17 January 2019

JSC RUSAL AchinskJSC BratskenergoremontUp to 31 December 2019

Service maintenance of equipment

6,433,735 (Note 1)Prepayment of 50% of the consideration shall be paid according to the monthly financial schedule set out in the contract until the 5th day of the current month and the remaining 50% to be paid within 10 calendar days after the end of the reporting month

Date of the contractCustomer (member of the Group)Contractor (associate of En+)

Term of contractRepair services

Estimated consideration payable for the year ending 31 December 2019 excluding VAT

(USD)Payment terms

• 2 17 January 2019

  JSC RUSAL AchinskJSC BratskenergoremontUp to 31 December 2019

  Works on overhaul of the boiler unit 2

  3,562,794 (Note 1)Prepayment of 50% of the consideration before the 5th day of the current month, in accordance with the monthly financing schedule. The remaining payment of 50% to be paid within 10 calendar days from the date of receipt of the original invoices

• 3 10 January 2019

  Limited Liability Company "Russian Engineering Company"

  Joint-Stock Company "Irkutskenergoremont"

  Up to 31 December 2019

  Production equipment maintenance and repair works

  297,890 (Note 1)

  Payment within 60 calendar days of signature by the customer of the performed works certificate

• 4 10 January 2019

  PJSC RUSAL BratskJoint-Stock Company "Irkutskenergoremont"

  Up to 31 December 2019

  Production equipment maintenance and repair works

  1,546,577 (Note 1)

  Payment within 60 calendar days of signature by the customer of the performed works certificate

• 5 1 January 2019

PJSC RUSAL BratskKraMZ-Auto LLCUp to 31 December 2019

Car maintenance and repair services

1,829 (Note 1)

Payment within 10 business days

Total estimated consideration payable (USD)

11,842,825

Note:

1. The estimated consideration payable is calculated based on the estimated costs for the relevant repair works ranging from USD4.05/hour to USD10.27/hour and is to be paid in cash via bank transfer or set off of mutual obligations.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

The contract price payable under each of the New Repair Services Contracts 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 (taking into account the price, availability of qualified specialists and equipment and previous experience) and then entered into the contracts with the chosen contractor.

Based on the terms of the New Repair Services Contracts and the Previously Disclosed Repair Services Contracts, the annual aggregate transaction amount that is payable by the Group to the associates of En+ for the financial year ended 31 December 2019 is estimated to be approximately USD12.542 million.

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.

THE AGGREGATION APPROACH

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New Repair Services Contracts 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 Contracts are 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 Contracts have 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 Contracts 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 Contracts, save for save for Mr. Vyacheslav Solomin, Mr. Timur Valiev and Mr. Philippe Bernard Henri Mailfait, who are directors of En+, being the holding company of each of JSC "Bratskenergoremont", JSC "Irkutskenergoremont" and KraMZ-Auto LLC. Accordingly, Mr. Vyacheslav Solomin, Mr. Timur Valiev and Mr. Philippe Bernard Henri Mailfait did not vote on the Board resolution approving the New Repair Services Contracts.

LISTING RULES IMPLICATIONS

Each of JSC "Bratskenergoremont", JSC "Irkutskenergoremont" and KraMZ-Auto LLC 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, each of JSC "Bratskenergoremont", JSC "Irkutskenergoremont" and KraMZ-Auto LLC is a connected person of the Company under the Listing Rules.

The estimated annual aggregate transaction amount of the continuing connected transactions under the New Repair Services Contracts 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 Contracts 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.

JSC "Bratskenergoremont" is principally engaged in activities for supporting of operability of the equipment, production of electric installation, all-construction works and others.

JSC "Irkutskenergoremont" is principally engaged in activities for supporting of operability of the equipment, thermal power plants.

KraMZ-Auto LLC is principally engaged in the provision of transportation services.

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.
"continuing connected	has the same meaning ascribed thereto under the
transactions"	Listing Rules.
"Director(s)"	the director(s) of the Company.
"En+"	En+ Group Plc, formerly En+ Group Limited, a
company incorporated in Jersey, a substantial
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 the
financial year 2019, as disclosed in the
announcements of the Company dated 11 December
2017, 15 February 2018 and 2 March 2018.
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