Rusal plans to spin off Norilsk Nickel subsidiary

Rusal announced that it currently holds about 27.8 per cent of PJSC "MMC'NORILSK NICKEL'" (Norilsk Nickel) through its wholly-owned subsidiary International LLC AKTIVIUM (Aktivium), while Norilsk Nickel currently indirectly holds about 50.01 per cent of the limited liability company "GRK" Bystrinskoe "(GRKB). GRKB is a company registered under the laws of the Russian Federation, mainly engaged in the extraction and enrichment of gold, copper and iron ore.

The Company and other substantial shareholders of Norilsk Nickel, namely Whiteleave Holdings Limited (Whiteleave) and Crispian Investments Limited), have agreed to convene a board meeting of Norilsk Nickel to consider the divestment of GRKB (spin-off) from Norilsk Nickel; and to support any decisions taken by the board of directors and general meetings of Norilsk Nickel that are necessary for the completion of the divestment. Upon completion of the proposed spin-off, all Norilsk Nickel shareholders are expected to receive shares of GRKB Holdings to be listed on the Moscow Stock Exchange (the spin-off company).

If the divestment is implemented, it is expected that Aktivium will hold approximately 14% of the issued share capital of the spin-off company (target shares) upon completion of the divestment. It is currently expected that Aktivium will sell the target shares to the limited liability company "Holding Company Interros" (the purchaser, a Russian limited liability company and an associate of Whiteleave) after the spin-off at a consideration of approximately US $570 million (pro rata adjustment should there be any change in the Company's equity interest in Norilsk Nickel on the record date of the split) (proposed disposal). The buyer is a third party independent of the Company and its connected persons. It is expected that the Company's equity interest in Norilsk Nickel will not be affected by the spin-off.

As the divestment is subject to supervision and company approval and there is no binding agreement on the divestment and proposed disposal as at the date of this announcement, the divestment and proposed disposal may not necessarily take place.