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) CONTINUING CONNECTED TRANSACTIONS - TRANSPORTATION CONTRACT AND TRANSPORT LOGISTICS SERVICES CONTRACTS

Reference is made to the announcements of the Company dated 14 January 2015,

29 December 2015, 20 January 2016, 5 July 2016 and 30 December 2016 in relation to the Previously Disclosed Transportation Contracts; and the announcement of the Company dated 30 December 2016 in relation to the Previously Disclosed Transport Logistics Services Contracts.

The Company further announces that on 13 January 2017 a transportation contract was entered into between a member of the Group and an associate of En+, pursuant to which the associate of En+ agreed to provide transportation services to the member of the Group.

The Company further announces that on 13 January 2017, members of the Group and associates of En+ entered into contracts and an addendum to the contract dated 14 November 2016 pursuant to which the associates of En+ agreed to provide transport logistics services to the members of the Group.

TRANSPORTATION CONTRACT THE NEW TRANSPORTATION CONTRACT

Reference is made to the announcements of the Company dated 14 January 2015, 29 December 2015, 20 January 2016, 5 July 2016 and 30 December 2016 in relation to the Previously Disclosed Transportation Contracts.

The Company announces that on 13 January 2017 a transportation contract was entered into between a member of the Group and an associate of En+, pursuant to which the associate of En+ agreed to provide transportation services to the member of the Group (the "New Transportation Contract") with major terms set out below:

Date of contract

Customer

(member of the Group)

Service provider

(associate of En+)

Transportation services

Estimated

consideration

payable for the year ending 31

December 2017 excluding VAT (USD)

Scheduled

termination date

Payment terms

1

13 January 2017

Limited Liability Company "Russian

Engineering Company"

KraMZ-Auto

Transportation services

611,727 (Note 1)

31 December

2017

Payment to be

made in two equal installations of

50% of the total amount, the first

installment before the 15th of the

month following the report month, and the second

installment before the 30th of the

month following the report month

Total estimated consideration

payable for the year

611,727

Note:

1. The service fee is calculated by the demand for transportation services and the type of vehicle engaged, the quantity of vehicle-hours and vehicle-hour cost (which ranges from USD4 to USD91 depending on vehicle type).

The consideration under the New Transportation Contract is to be paid in cash via wire transfer or set-off of obligations between the parties.

THE ANNUAL AGGREGATE TRANSACTION AMOUNT

Pursuant to Rule 14A.81 of the Listing Rules, the continuing connected transactions contemplated under the New Transportation Contract and the Previously Disclosed Transportation Contracts should be aggregated for the financial years ending 31 December 2017, as they were entered into by members of the Group with the associates of En+, and the subject matter of each contract relates to the provision of transportation services by the associates of En+ to the Group.

The annual aggregate transaction amounts that are payable by the Group to the associates of En+ under the New Transportation Contract and the Previously Disclosed Transportation Contracts for the financial year ending 31 December 2017 are estimated to be approximately USD22.025 million.

The Company invited several organizations to take part in the tender in relation to the required transportation services and chose the contractor offering the best terms and conditions (taking into account the price and quality offered by the service provider, the ability to meet the needs of the plants, availability of extra vehicles in the vehicle pool, proximity to the production sites, the service provider's experience in the aluminum industry and the business relationship with the service provider) and then entered into the contract with the chosen service provider.

The contract price under the New Transportation Contract 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 transportation services 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 Transportation Contract, which was based on the need of transportation services by the Group for the relevant year.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The New Transportation Contract was entered into for the purpose of transporting goods, cargoes and passenger forwarding of the Group. The Company considers that the transactions contemplated under the New Transportation Contract are for the benefit of the Company, as the services provided are required in the production process of the Group and the service providers offered a competitive price, is capable of meeting the Group's transportation needs and is conveniently located.

The Directors (including the independent non-executive Directors) consider that the New Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation 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 Transportation Contract, save for Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova, who are directors of En+, being the holding company of KraMZ-Auto. Mr. Deripaska is also indirectly interested in more than 50% of the issued share capital of En+. Accordingly, Mr. Deripaska, Mr. Maxim Sokov, Ms. Olga Mashkovskaya and Ms. Gulzhan Moldazhanova did not vote on the Board resolution approving the New Transportation Contract.

LISTING RULES IMPLICATIONS

KraMZ-Auto is an indirect subsidiary of En+, and is therefore an associate of En+ which is a substantial shareholder of the Company. Accordingly, KraMZ-Auto is a connected person of the Company under the Listing Rules.

Accordingly, the transactions contemplated under the New Transportation Contract constitute continuing connected transactions of the Company.

The estimated annual aggregate transaction amount of the continuing connected transactions under the New Transportation Contract and the Previously Disclosed Transportation Contracts for the financial years ending 31 December 2017 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 shareholders' approval requirements under Chapter 14A of the Listing Rules.

Details of the New Transportation Contract 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.

TRANSPORT LOGISTICS SERVICES CONTRACTS THE NEW TRANSPORT LOGISTICS SERVICES CONTRACTS

Reference is made to the announcement of the Company dated 30 December 2016 in relation to the continuing connected transactions regarding the transport logistics services provided by the associates of En+.

United Company RUSAL plc published this content on 16 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 January 2017 00:30:04 UTC.

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