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, INTERNATIONAL

PUBLIC JOINT-STOCK COMPANY

(Incorporated under the laws of Jersey with limited liability and continued in the

Russian Federation as an international company)

(Stock Code: 486)

CONTINUING CONNECTED TRANSACTIONS

REPAIR SERVICES CONTRACTS AND

HEAT SUPPLY CONTRACT

Reference is made to the announcements of the Company dated 15 May 2020, 15 January 2021 and 25 January 2021 in relation to the Previously Disclosed Repair Services Contracts, and the announcements of the Company dated 29 December 2017, 2 February 2018, 28 December 2018, 30 August 2019, 30 December 2019, 19 February 2020, 29 December 2020 and 19 February 2021 in relation to the Previously Disclosed Heat Supply Contracts.

The Company announces that the members of the Group have entered into the contracts with the associates of En+, pursuant to which the associates of En+ agreed to supply repair services to the members of the Group (the "New Repair Services Contracts").

The Company further announces that the member of the Group has entered into the contract with the associate of En+, pursuant to which the associate of En+ agreed to supply heat energy to the member of the Group (the "New Heat Supply Contract").

THE NEW REPAIR SERVICES CONTRACTS

Reference is made to the announcements of the Company dated 15 May 2020, 15 January 2021 and 25 January 2021 in relation to the Previously Disclosed Repair Services Contracts. The Company announces that the members of the Group have entered into the contracts with the 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

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

December 2021 excluding VATRepair services

(USD)Scheduled termination datePayment terms

  • 1 22 March 2021

    Joint stock company "RUSAL Sayanogorsk Aluminium Smelter"

    JSC "Baikalenergo"

    Providing service to the equipment of fuel oil pumping station of power shot at JSC "RUSAL Sayanogorsk" in 2021

    10,634

    Up to 31

    (Note 1)

    December 2021

    Payment will be made within 60 calendar days after receipt of the original invoices corresponding to the certificates of acceptance signed by both parties

  • 2 22 March 2021

Joint stock company "RUSAL Sayanogorsk Aluminium Smelter"

JSC "Baikalenergo"

Providing service to the external heat networks and industrial plant wiring at JSC "RUSAL Sayanogorsk" in 2021

107,790 (Note 2)

Up to 31

December 2021

Payment will be made within 60 calendar days after receipt of the original invoices corresponding to the certificates of acceptance signed by both parties

Total estimated consideration payable (USD)

118,424

Notes:

  • 1. The estimated consideration payable is calculated based on the estimated costs of repair works (USD 4.33 per man-hour, net of VAT) plus the costs of materials used and is to be settled in cash via bank transfer or set-off of mutual obligations.

  • 2. The estimated consideration payable is calculated based on the estimated costs of repair works (USD 4.31 per man-hour, net of VAT) plus the costs of materials used and is to be settled in cash via bank transfer or set-off of mutual obligations.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

The contract price payable under the New Repair Services Contracts has been arrived at after arm's length negotiation 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.

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 associate of En+ for the financial year ended 31 December 2021 is estimated to be approximately USD 11.335 million.

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, chose the contractor offering the best terms and conditions (the contractor offered the lowest price, has highly-skilled personnel, currently carries out similar works, previously worked with the contractor or have experience of similar works) and then entered into the contract with the chosen contractor.

The annual aggregate transaction amount payable 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 Contract 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 contractors 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 onnormal 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 Mr. Vyacheslav Solomin, who is the chief operating officer of International limited liability company En+ Holding, a company which is owned by En+, and deputy CEO - executive officer of Moscow Branch of International limited liability company En+ Holding, and Mr. Vladimir Kolmogorov, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO - executive officer of En+, being the holding company of JSC "Baikalenergo" Mr. Vladimir Kolmogorov is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov did not vote on the Board resolution approving the New Repair Services Contracts.

LISTING RULES IMPLICATIONS

The ultimate beneficial owner of JSC "Baikalenergo" is En+, which holds more than 90% of the issued share capital of this entity.

JSC "Baikalenergo" is an indirect subsidiary of En+, and is therefore an associate of En+ which in turn is a substantial shareholder of the Company. Accordingly, JSC "Baikalenergo" 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 2021 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 relevant annual report and accounts of the Company in accordance with Rule 14A.71 of the Listing Rules where appropriate.

THE NEW HEAT SUPPLY CONTRACT

Reference is made to the announcements of the Company dated 29 December 2017, 2 February 2018, 28 December 2018, 30 August 2019, 30 December 2019, 19 February 2020, 29 December 2020 and 19 February 2021 in relation to the Previously Disclosed Heat Supply Contracts.

The Company announces that the member of the Group has entered into the New Heat Supply Contract, details of which are set out below:

Estimated consideration payable for

Date of the contract (additional agreement)Purchaser (member of the Group)Supplier (associate of En+)

Term of contractForm of heatEstimated amount of heat to be supplied for each year (approximate)each year ending 31 December excluding VAT (USD)

Payment terms

22 March 2021, which is an additional agreement to the original contract dated 28 December 2020

JSC RUSAL SAYANALKhakass Municipal Systems LLC

31 December 2023

Purchase of heat and chemically purified water

Heat: 2021: 34,000 Gcal 2022: 34,000 Gcal 2023: 34,000 Gcal

2021: 419,835 2022: 482,812 2023: 555,235

First payment term (payment period):

(Note 1)

Chemical purified water: 2021: 77,000 m3 2022: 77,000 m3 2023: 77,000 m3

no later than the 20th day of the month of the current billing period (month), on the basis of the invoice issued - payment of 50% of the total cost of the amount of thermal energy agreed by the parties.

Second payment term (payment period):

no later than the 20th day of the month following the billing period (month), payment of the difference between the cost of the actual amount of heat energy received, determined on the basis of the readings of metering devices, or by calculation in the absence of metering devices, and the amount paid earlier. If there is any overpayment, it is credited as an advance payment for the cost of thermal energy in subsequent billing periods

(months).

Total estimated consideration payable (USD)

2021: 419,835 2022: 482,812 2023: 555,235

Note:

1. The thermal energy rate is in accordance with the thermal energy tariff by the State Committee for energy and tariff regulation of The Republic of Khakassia. The heat energy tariff for 2021 is USD 12.09 / Gcal. The tariff for chemical water for 2021 is USD0.12/m3. The heat energy tariff for 2022 is USD13.9/ Gcal. The tariff for chemical water for 2022 is USD0.13/m3. The heat energy tariff for 2023 is USD16/ Gcal. The tariff for chemical water for 2023 is USD0,15/m3. The estimated payable consideration is to be settled in cash via bank transfer.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts should be aggregated, as they were entered into by members of the Group with associates of En+, and the subject matter of each contract relates to the heat supply by the associates of En+ to the Group.

The additional agreement only amended the payment terms of the original contract dated 28 December 2020 and does not change the annual aggregate transaction amount payable by the Group to the associates of En+ under the original contract.

The annual aggregate transaction amount that is payable by the Group to the associates of En+ under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts for the financial years ending 31 December 2021, 31 December 2022 and 31 December 2023 are estimated to be approximately USD 7.630 million, USD 3.081 million and USD 3.123 million respectively.

The contract price of the New Heat Supply Contract has been arrived with reference to the market price and on terms no less favourable than those prevailing in the Russian market for the heat of the same type and quality and those offered by the associates of En+ to independent third parties. The annual aggregate transaction amount is derived from the total contract price under the New Heat Supply Contract and the Previously Disclosed Heat Supply Contracts, which was based on the need of heat by the Group for the year.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The New Heat Supply Contract has been entered into for the purpose of obtaining heat for the Group's production process and for its facilities. Khakass Municipal Systems LLC is a monopolist in the city of Sayanogorsk in the supply of thermal energy and the rates are regulated by the State Committee on tariffs and energy of the Republic of Khakassia, therefore the New Heat Supply Contract was entered into.

The Company considers that the transactions contemplated under the New Heat Supply Contract is for the benefit of the Company as there is no alternative supplier available in the region.

The Directors (including the independent non-executive Directors) consider that the New Heat Supply Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Heat Supply Contract 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 Heat Supply Contract, save for Mr. Vyacheslav Solomin, who is the chief operating officer of International limited liability company En+ Holding, a company which is owned by En+, and deputy CEO - executive officer of Moscow Branch of International limited liability company En+ Holding, and Mr. Vladimir Kolmogorov, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO - executive officer of En+, being the holding company of Khakass Municipal Systems LLC. Mr. Vladimir Kolmogorov is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov did not vote on the Board resolution approving the New Heat Supply Contract.

LISTING RULES IMPLICATIONS

The ultimate beneficial owner of Khakass Municipal Systems LLC is En+, which holds more than 90% of the issued share capital of each of this entity.

Khakass Municipal Systems LLC is an indirect subsidiary of En+, and is therefore the associate of En+, which in turn is a substantial shareholder of the Company. Accordingly, Khakass Municipal Systems 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 Heat Supply Contract and the Previously Disclosed Heat Supply Contracts for each of the financial years ending 31 December 2021, 31 December 2022 and 31 December 2023 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 shareholders' approval requirements under Chapter 14A of the Listing Rules.

Details of the New Heat Supply Contract and Previously Disclosed Heat Supply Contracts will be included in the relevant 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 "Baikalenergo" is principally engaged in generating heat and electricity, the production, transmission and distribution of steam and hot water (thermal energy), and activities for supporting of operability of thermal networks.

Khakass Municipal Systems LLC is principally engaged in generating heat and electricity.

En+ is a leading international vertically integrated aluminium and hydropower producer.

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, international public

joint-stock company, incorporated under the laws

of Jersey with limited liability and continued in the

Russian Federation as an international company,

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 member of the Board of directors of the Company.

"En+"

EN+ GROUP International public joint-stock company, 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 a 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 Heat

Supply Contracts"

the heat supply contracts entered into between members of the Group and associates of En+, pursuant to which the associates of En+ agreed to supply heat energy to members of the Group as disclosed in the announcements of the Company dated 29 December 2017, 2 February 2018, 28 December 2018, 30 August 2019, 30 December 2019, 19 February 2020, 29 December 2020 and 19 February 2021.

"Previously Disclosed

Repair Services Contracts"

the repair services contracts between members of the Group and the associates of En+, pursuant to which the associates of En+ agreed to provide repair services to members of the Group, as disclosed in the announcements of the Company dated 15 May 2020, 15 January 2021 and 25 January 2021.

"substantial shareholder"

has the same meaning ascribed thereto under the Listing Rules.

"USD"

United States dollars, the lawful currency of the United States of America.

"VAT" value added tax.

By virtue of the power of attorney on behalf of

United Company RUSAL,

international public joint-stock company

Aby Wong Po Ying

Company Secretary

23 March 2021

As at the date of this announcement, the members of the Board of Directors are the following: 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), Dr. Evgeny Shvarts, 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 linkshttp://www.rusal.ru/en/investors/info.aspxand http://rusal.ru/investors/info/moex/ , respectively.

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United Company RUSAL plc published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2021 00:22:04 UTC.