United RUSAL : PROPOSAL FOR RE-APPOINTMENT OF DIRECTORS, GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in United Company RUSAL Plc, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

PROPOSAL FOR RE-APPOINTMENT OF DIRECTORS,

GENERAL MANDATES TO ISSUE SECURITIES AND

REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of United Company RUSAL Plc to be held at the Peninsula Hong Kong, Salisbury Road, Tsimshatsui, Kowloon, Hong Kong, on Thursday, 20 June 2019 at 10:00 a.m. Hong Kong time is set out on pages 24 to 29 of this circular. A proxy form for use at the annual general meeting is also enclosed. Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjourned meeting should they so desire.

28 May 2019

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-appointment of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue Securities and to repurchase Shares . . . . . . . . . . . . . . . . . . . .	4
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I - BIOGRAPHICAL DETAILS OF THE DIRECTORS WHO
ARE BEING PUT FORWARD FOR RE-APPOINTMENT . . . . . .	7
APPENDIX II - REPURCHASE MANDATE EXPLANATORY STATEMENT . . . . . .	21
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

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DEFINITIONS

In this circular, unless otherwise indicated or the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at the
	Peninsula Hong Kong, Salisbury Road, Tsimshatsui,
	Kowloon, Hong Kong on Thursday, 20 June 2019 at 10:00
	a.m. Hong Kong time
"Articles"	the articles of association of the Company
"Board"	the board of Directors
"Company"	United Company RUSAL Plc, a company incorporated under
	the laws of Jersey with limited liability
"Controlling Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s), including independent non-executive
	director(s), of the Company
"En+"	En+ Group Plc, formerly En+ Group Limited, a company
	incorporated in Jersey, a substantial shareholder of the
	Company
"EUR"	Euros, the lawful currency of the relevant member states of
	the European Union that have adopted the Euro as their
	currency
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Issue Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	allot, issue, grant or otherwise deal with additional Securities
	with an aggregate nominal value not exceeding 20% of the
	aggregate nominal value of the share capital of the Company
	in issue as at the date of the passing of the relevant ordinary
	resolution approving the issue mandate
"Latest Practicable Date"	21 May 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

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	DEFINITIONS
"Main Board"	the stock exchange (excluding the option market) operated by
	the Stock Exchange which is independent from and operated
	in parallel with the Growth Enterprise Market of the Stock
	Exchange
"Ordinary Shares"	ordinary share(s) with nominal value of US$0.01 each in the
	share capital of the Company (or of such nominal value as
	shall	result	from	a	sub-division,	consolidation,
	reclassification or reconstruction of the share capital of the
	Company from time to time)
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors on behalf of the Company to enable them to
	repurchase Ordinary Shares in accordance with all applicable
	laws and regulations, the aggregate nominal value of which
	shall not exceed 10% of the aggregate nominal value of the
	share capital of the Company in issue as at the date of the
	passing of the relevant special resolution approving the
	repurchase mandate
"RUB"	means Rubles, the lawful currency of the Russian Federation
"Securities"	Ordinary Shares or securities convertible into Ordinary
	Shares or options, warrants or similar rights to subscribe for
	any Shares or such convertible securities
"SFO"	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
"Shares"	Ordinary Shares
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Substantial Shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers
"US$"	United States dollars, the lawful currency of the United States
	of America
"%"	per cent.

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LETTER FROM THE BOARD

UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

Executive Directors:	Place of business in Hong Kong registered
Mr. Evgenii Nikitin	under the Hong Kong Companies Ordinance:
Mr. Evgenii Vavilov	3806 Central Plaza
Mr. Evgeny Kuryanov	18 Harbour Road
	Wanchai
Non-executive Directors:	Hong Kong
Mr. Marco Musetti
Mr. Vyacheslav Solomin	Registered office in Jersey:
Mr. Vladimir Kolmogorov	44 Esplanade
	St Helier
Independent Non-executive Directors:	Jersey
Dr. Elsie Leung Oi-sie	JE4 9WG
Mr. Dmitry Vasiliev
Mr. Bernard Zonneveld (Chairman)	Head Office and
Mr. Maxim Poletaev	principal place of business:
Mr. Randolph N. Reynolds	28th Oktovriou, 249
Mr. Kevin Parker	LOPHITIS BUSINESS CENTRE, 7th floor
Mr. Christopher Burnham	3035 Limassol
Mr. Nick Jordan	Cyprus
	28 May 2019
To the Shareholders
Dear Sir or Madam,

PROPOSAL FOR RE-APPOINTMENT OF DIRECTORS,

GENERAL MANDATES TO ISSUE SECURITIES AND

REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1 INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals relating to (i) the re-appointment of Directors in accordance with the Articles; (ii) the granting of the Issue Mandate; (iii) the granting of the Repurchase Mandate; (iv) the granting of a general and unconditional mandate to the effect that the total number of Securities which may be allotted and

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