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ОПУБЛИКОВАННЫЕ СООБЩЕНИЯ ЭМИТЕНТОВ

UC RUSAL PLC (UCR) - Иное сообщение(часть 3 из 3)

1. Общие сведения

1.1. Полное фирменное наименование эмитента: Юнайтед Компани РУСАЛ Плс (United Company RUSAL Plc)

1.2. Сокращенное фирменное наименование эмитента: -

1.3. Место нахождения эмитента: 44 Эспланэйд, Сент-Хелиер, Джерси, JE4 9WG (44 Esplanade, St. Helier, Jersey JE4 9WG)

1.4. ОГРН эмитента: Регистрационный номер юридического лица 94939

1.5. ИНН эмитента: Не присвоен.

1.6. Уникальный код эмитента, присвоенный регистрирующим органом: Не присвоен.

1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации: http://rusal.ru/investors/info/moex/; http://e-disclosure.ru/portal/company.aspx?id=35101

(Продолжение)

Repurchases made pursuant to the proposed Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles and the laws of Jersey.

The price payable for Ordinary Shares purchased pursuant to the Repurchase Mandate must not be equal to or be higher than 105% of the average closing market price as derived from the Main Board or of any other applicable stock exchange for such Ordinary Shares for the five trading days immediately preceding the date of purchase and not less than the nominal amount of the Ordinary Shares purchased.

On the basis of the consolidated financial position of the Company as at 31 December 2016, being the date of its latest audited accounts, the Directors consider that if the Repurchase Mandate were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company.

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company as compared with the position disclosed in the latest published audited financial statements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4 SHARE REPURCHASE

In the six months preceding the Latest Practicable Date, no purchases of Shares have been made by the Company whether on the Stock Exchange, Euronext or otherwise.

5 SHARE PRICE

The highest and lowest prices at which the Ordinary Shares have been traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date were as follows:

Month

Highest traded

price

Lowest traded

price

(HK$)

(HK$)

2016

May

2.73

2.27

June

2.40

2.08

July

2.90

2.29

August

3.07

2.58

September

2.99

2.46

October

2.98

2.49

November

2.76

2.73

December

3.78

3.11

2017

January

4.92

3.25

February

5.15

3.78

March

4.21

3.52

April

4.14

3.70

May (up to the Latest Practicable Date)

4.01

3.68

6GENERAL INFORMATION AND UNDERTAKINGS

None of the Directors or, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently intend to sell Shares to the Company or its subsidiaries. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the proposed Repurchase Mandate in accordance with the Listing Rules, the Articles, applicable laws of Jersey and all other applicable laws and regulations.

No core connected person of the Company, as defined in the Listing Rules, has notified the Company of a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Company is authorised to make purchases of the Shares.

7 TAKEOVERS CODE

If, as a result of a repurchase of Ordinary Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Oleg Deripaska together with his associates were interested in approximately 48.36% of the issued share capital of the Company. In the event that the Directors exercise in full the proposed Repurchase Mandate to repurchase Ordinary Shares, the aggregate shareholding of Mr. Oleg Deripaska together with his associates would, on the assumption that none of Mr. Oleg Deripaska’s or his associates’ Ordinary Shares are repurchased, be increased to approximately 53.74% of the issued share capital of the Company. To the best of the knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase Ordinary Shares to an extent that will trigger any obligations under the Takeovers Code to make a mandatory offer.

UNITED COMPANY RUSAL PLC

(Incorporated under the laws of Jersey with limited liability)

(Stock Code: 486)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of United Company RUSAL Plc (the "Company") will be held at the Peninsula Hong Kong, Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on 20 June 2017 at 10:00am (Hong Kong time) for the purpose of transacting the following business:

As ordinary business:

1 To receive and consider the audited financial statements, the report of the directors of the Company (the "Directors") and the auditor’s report of the Company, each for the year ended 31 December 2016.

2 (a) To re-appoint Mr. Dmitry Afanasiev as a non-executive director of the Company.

(b) To re-appoint Mr. Mark Garber as an independent non-executive director of the Company.

(c) To re-appoint Mr. Ivan Glasenberg as a non-executive director of the Company.

(d) To re-appoint Mr. Maksim Goldman as a non-executive director of the Company.

(e) To re-appoint Ms. Olga Mashkovskaya as a non-executive director of the Company.

(f) To re-appoint Mr. Matthias Warnig as an independent non-executive director of the Company.

(g) To re-appoint Mr. Siegfried Wolf as an executive director of the Company.

(h) To re-appoint Mr. Marco Musetti as a non-executive director of the Company.

3 To appoint JSC KPMG as the auditor and authorise the Directors to fix the remuneration of the auditor for the year ending 31 December 2017.

As special business:

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions in respect of items 4 and 6, and as a special resolution in respect of item 5:

4 THAT

(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, grant and deal with additional Securities (as hereinafter defined) and to make or grant offers, agreements and options which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period; and

(c) otherwise than pursuant to, or in consequence of: (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option under a share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or (iii) the exercise of any subscription rights which may be granted under any scrip dividend scheme or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any existing warrants of the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, the aggregate nominal value of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted from time to time shall not exceed:

(i) 20% of the aggregate nominal value of the Company’s share capital in issue at the date of this resolution; and

(ii) the aggregate nominal value of the share capital of the Company repurchased by the Company (if any).

For the purpose of this resolution, the expressions:

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable law or the Company’s articles of association and (iii) the time when such mandate is revoked or varied by an ordinary resolution of the Company in general meeting;

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their holdings of Shares subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional

entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense of delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company;

"Securities" means Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares or such convertible securities; and

"Shares" means ordinary shares 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) and global depositary shares evidenced by global depositary receipts which receipts each represent 20 ordinary shares.

5 THAT subject to the Companies (Jersey) Law 1991 (as amended), a general unconditional mandate is hereby granted to the Company, directly or through any intermediary or trustee, and to the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to repurchase Shares (as hereinafter defined) in accordance with all applicable laws and regulations and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as interpreted and/or waived by the Stock Exchange of Hong Kong Limited and/or the Securities and Futures Commission) or of any other stock exchange as amended from time to time with a total nominal value of not more than 10% of the aggregate nominal value of the Company’s share capital in issue at the date of this resolution at:

(a) a price (exclusive of expenses) for each Share of an amount which must not be equal to or be higher than 105% of the average closing market price as derived from the Main Board of The Stock Exchange of Hong Kong Limited (or of any other applicable stock exchange) for such Shares for the five trading days immediately preceding the date of purchase; and

(b) a minimum price (exclusive of expenses) for each Share of the nominal amount of the Share purchased.

For the purpose of this resolution, the expressions:

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by any applicable law or the Company’s articles of association; and (iii) the time when such mandate is revoked or varied by an ordinary resolution of the Company in general meeting; and "Shares" means ordinary shares 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) and securities which carry a right to subscribe for or purchase ordinary shares.

6 THAT, conditional upon Ordinary Resolution 4 and Special Resolution 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue, grant and deal with additional Securities (as hereinafter defined) and to make or grant offers, agreements and options which would or might require the exercise of such powers pursuant to Ordinary Resolution 4 above be and is hereby extended by the addition thereto of a value representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to Special Resolution 5 above, provided that such aggregate nominal value shall not exceed 10% of the aggregate nominal value of the issued share capital of the Company at the date of the passing of the said resolution.

For the purpose of this resolution, the expressions:

"Securities" means Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares or such convertible securities; and

"Shares" means ordinary shares 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) and securities which carry a right to subscribe for or purchase ordinary shares and global depositary shares evidenced by global depositary receipts which receipts each represent 20 ordinary shares.

By order of the Board

United Company RUSAL Plc Matthias Warnig

Chairman

19 May 2017

Principal place of business in Hong Kong:

3806 Central Plaza

18 Harbour Road Wanchai

Hong Kong

Notes:

(a) The Register of Members of the Company will be closed starting 8 June 2017 to 20 June 2017 (both days inclusive); during such period no transfer of shares of the Company can be registered. In order to qualify for entitlement to attend the annual general meeting, all completed transfer forms, accompanied by the relevant share certificates must be lodged with, in respect of shares registered on the register of members in Jersey, Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES not later than 5:30pm (Jersey time) on 7 June 2017, and in respect of shares registered on the overseas branch register in Hong Kong, Computershare Hong Kong Investor Services Limited, Shop 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. (Hong Kong time) on 7 June 2017.

(b) At the annual general meeting, the chairman of the meeting will put each of the above resolutions to be voted by way of a poll under Article 16.14 of the Company’s Articles of Association and in accordance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

(c) In relation to item No. 2 above, each of Mr. Mark Garber and Mr. Matthias Warnig (being independent non-executive Directors), Mr. Dmitry Afanasiev, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Olga Mashkovskaya (being non-executive Directors) will retire from directorship by rotation. Each of Mr. Mark Garber, Mr. Matthias Warnig, Mr. Dmitry Afanasiev, Mr. Ivan Glasenberg, Mr. Maksim Goldman and Ms. Olga Mashkovskaya, being eligible for re-election, will offer themselves for re-election at the annual general meeting by way of ordinary resolution. Moreover, Mr. Siegfried Wolf (being an executive Director) and Mr. Marco Musetti (being a non-executive Director) who had been appointed by the Board shall hold office until the annual general meeting and, being eligible, will offer themselves for reappointment at the annual general meeting by way of ordinary resolution. Biographical details of the Directors who are being put forward for re-election are set out in Appendix I of the circular of the Company dated 19 May 2017.

(d) In relation to item No. 5 above, further information is set out in Appendix II of the circular of the Company dated 19 May 2017.

(e) Any Member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is appointed. A form of proxy for use in connection with the annual general meeting is enclosed with the circular to shareholders dated 19 May 2017. Completion and return of the proxy form will not preclude a member from attending and voting at the annual general meeting or any adjournment thereof (as the case may be) should the member so desire.

(f) Where there are joint registered holders of any share in the issued share capital of the Company, any one of such persons may vote at the annual general meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the annual general meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

(g) To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding of the annual general meeting or any adjourned meeting.

(h) This notice is provided in an English language version and a Chinese language version. In case of any inconsistency, the English version shall prevail.

3. Подпись

3.1. Менеджер

Юнайтед Компани РУСАЛ Плс по доверенности б/н от 06 марта 2017 г.

Д. Сидаркевич

3.2. Дата: "19" мая 2017 г.

Настоящее сообщение предоставлено непосредственно Субъектом раскрытия информации или Распространителем информации и опубликовано в соответствии с Положением о раскрытии информации эмитентами эмиссионных ценных бумаг №454-П, утвержденным Банком России 30 декабря 2014, или Положением о требованиях к порядку и срокам раскрытия информации, связанной с деятельностью акционерных инвестиционных фондов и управляющих компаний паевых инвестиционных фондов, а также к содержанию раскрываемой информации, утвержденным Приказом ФСФР России от 22 июня 2005г. №05-23/пз-н.

За содержание сообщения и последствия его использования информационное агентство «AK&M» ответственности не несет.



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