28.10.2016 16:53:00

United Company RUSAL Plc: Poll Results of Extraordinary General Meeting Held on 28 October 2016

Regulatory News:

United Company Rusal Plc (Paris:RUSAL) (Paris:RUAL):

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)

POLL RESULTS OF
EXTRAORDINARY GENERAL MEETING HELD ON 28 OCTOBER 2016

The Company announces that all proposed resolutions in the notice of the EGM were duly passed by way of poll at the EGM held on 28 October 2016.

United Company RUSAL Plc ("Company”) announces that at the extraordinary general meeting of the Company held on 28 October 2016 ("EGM”), all proposed resolutions set out in the notice of EGM dated 11 October 2016 were duly passed by the Shareholders by way of poll. Unless otherwise specified, capitalised terms used in this announcement shall have the same meaning as defined in the circular of the Company dated 11 October 2016 ("Circular”).

The poll results in respect of the resolutions proposed at the EGM were as follows:

Resolutions proposed at the EGM   No. of Votes (%)
For       Against      

Abstain(Note)

1.  

To approve and confirm the annual cap
in relation to the E&C Contracts with
En+’s Associates for the year ending 31
December 2017.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.
2.

To approve and confirm the annual cap
in relation to the E&C Contracts with
En+’s Associates for the year ending 31
December 2018.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000

The resolution was duly passed as an ordinary resolution.
3.

To approve and confirm the annual cap
in relation to the E&C Contracts with
En+’s Associates for the year ending 31
December 2019.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.
4.

To approve and confirm the annual cap
in relation to the Aluminium Sales
Contracts with Mr. Deripaska’s
Associates for the year ending 31
December 2017.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.
5.

To approve and confirm the annual cap
in relation to the Aluminium Sales
Contracts with Mr. Deripaska’s
Associates for the year ending 31
December 2018.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.
6.

To approve and confirm the annual cap
in relation to the Aluminium Sales
Contracts with Mr. Deripaska’s
Associates for the year ending 31
December 2019.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.
7.

To approve, confirm and ratify the
entering into of the En+ Long-Term
Electricity Supply Contacts.

6,393,013,252
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.
8.

To approve, confirm and ratify the
entering into of the Long-Term
Capacity RSE Contracts.

6,392,534,547
(99.98%)

1,598,000
(0.02%)

477,090,000
The resolution was duly passed as an ordinary resolution.

Note: For the avoidance of doubt, the abstained votes do not include the shares in which Mr. Deripaska, En+, Mr. Maxim Sokov and their respective associates are interested, the details of which are disclosed below.

As at the date of the EGM, the total number of issued and fully paid up Shares was 15,193,014,862.

As disclosed in the Circular, Mr. Deripaska, directly and indirectly through his interest in En+, controls or is entitled to exercise control over the voting right in respect of 7,347,674,039 Shares, representing approximately 48.36% of the issued share capital of the Company. In view of the interests of Mr. Deripaska and En+ in the transactions with En+’s Associates and Mr. Deripaska’s Associates, they and their respective associates abstained from voting in relation to resolutions no. 1, 2, 3, 4, 5,6, 7 and 8 at the EGM.

As disclosed in the Circular, Mr. Maxim Sokov controls or is entitled to exercise control over the voting right in respect of 413,751 Shares, representing approximately 0.003% of the issued share capital of the Company. In view of the interests of Mr. Maxim Sokov in the transactions with En+’s Associates and Mr. Deripaska’s Associates, he and his associates abstained from voting in relation to resolutions no. 1, 2, 3, 4, 5, 6, 7 and 8 at the EGM.

As such, there were 7,844,927,072 Shares entitling the holders to attend and vote on the resolutions no. 1, 2, 3, 4, 5, 6, 7 and 8 at the EGM. There were no shares entitling the holders to attend and abstain from voting in favour of the resolutions at the EGM as set out in Rule 13.40 of the Listing Rules. None of the Shareholders have stated their intention in the Circular to vote against any of the resolutions at the EGM.

The Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the EGM for the purpose of vote-taking.

By Order of the board of directors of
United Company RUSAL Plc
Aby Wong Po Ying
Company Secretary

28 October 2016

As at the date of this announcement, the executive Directors are Mr. Oleg Deripaska, Mr. Vladislav Soloviev and Mr. Siegfried Wolf, the non-executive Directors are Mr. Maxim Sokov, Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan Moldazhanova, Mr. Daniel Lesin Wolfe, Ms. Olga Mashkovskaya, and Ms. Ekaterina Nikitina, and the independent non-executive Directors are Mr. Matthias Warnig (Chairman), Mr. Philip Lader, Dr. Elsie Leung Oi-sie, Mr. Mark Garber, Mr. Dmitry Vasiliev and Mr. Bernard Zonneveld.

All announcements and press releases published by the Company are available on its website under the links http://www.rusal.ru/en/investors/hkse/, http://rusal.ru/investors/info/moex/ and http://www.rusal.ru/en/press-center/press- releases.aspx, respectively.

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