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OVERSEAS REGULATORY ANNOUNCEMENT

2024-06-27 00:00:00

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) OVERSEAS REGULATORY ANNOUNCEMENT This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.United Company RUSAL international public joint-stock company (the “Company”) announces that the attached announcement has been released in Russian to Public Joint-Stock Company Moscow Exchange MICEX-RTS on which the Company is listed and on the website of the Company.For and on behalf of United Company RUSAL international public joint-stock company Evgenii Nikitin General Director Executive Director 27 June 2024 As at the date of this announcement the members of the Board of Directors are the following: the executive Directors are Mr. Evgeny Kuryanov Mr. Evgenii Nikitin and Mr. Evgenii Vavilov the non-executive Directors are Mr. Mikhail Khardikov Mr. Vladimir Kolmogorov and Mr. Semen Mironov and the independent non-executive Directors are Mr. Christopher Burnham Ms. Liudmila Galenskaia Mr. Kevin Parker Dr. Evgeny Shvarts Ms. Anna Vasilenko and Mr. Bernard Zonneveld (Chairman). All announcements published by the Company are available on its website under the links http://www.rusal.ru/en/investors/info.aspx and http://rusal.ru/investors/info/moex/ respectively.? 1 ?Notice on material fact about other events (actions) that in the opinion of the issuer have a significant impact on the value or quotations of its securities 1. General information 1.1. Full corporate name (for a non-profit United Company RUSAL international public organization - name) of the issuer joint-stock company 1.2. Address of the issuer indicated in the Office 410 8 Oktyabrskaya street unified state register of legal entities Kaliningrad region Kaliningrad 236006 Russian Federation 1.3. Primary State Registration Number 1203900011974 (OGRN) of the issuer (if applicable) 1.4. Taxpayer Identification Number (INN) of 3906394938 the issuer (if applicable) 1.5. The issuer’s unique code assigned by the 16677-A Bank of Russia 1.6. Website address used by the issuer for the http://www.e-disclosure.ru/portal/company.aspx?id=38288 purposes of disclosure of information http://rusal.ru/investors/info/moex/ 1.7. Date of the event (material fact) being 26.06.2024 subject matter of the notice 2. Notice content 2.1. A brief description of the event (action) the occurrence (completion) of which in the opinion of the issuer affects the value or quotations of its securities: Adoption by the issuer of a decision on the procedure for placing the issue of exchange-traded bonds of non-documentary interest-bearing non-convertible of the BO-001P-09 series placed by open subscription under the 001R series exchange-traded bonds program with registration number 4-16677-A-001P-02E from August 03 2022 (hereinafter referred to as the Exchange-traded bonds). Registration number of issue 4В02-09-16677-A-001Р from June 26 2024. The International Securities Identification Code (ISIN) and the International Classification Code of Financial Instruments (CFI) have not been assigned to Exchange-traded Bonds as of the date of disclosure of this Material Fact Notice. 2.2. If the event (action) is related to a third party - full company name (for a commercial organization) or name (for non-profit organizations) location taxpayer identification number (TIN) (if any) main state registration number (OGRN) (if any) or last name first name patronymic (if any) of the specified person: It is not possible to provide information the information concerns potential purchasers of Exchange-traded bonds. 2.3. If the event (action) is related to the decision taken by the authorized management body (authorized official) of the issuer or a third party the name of the authorized management body (authorized official) the date of adoption and the content of the decision and if the decision is made by the collegial body management of the issuer or a third party - also the date and number of the minutes of the meeting (session) of the authorized collegial management body of the issuer or a third party: The decision was made by an authorized official of the Issuer - the General Director of UC RUSAL IPJSC on June 26 2024 (Order No. OKR-24-Р047 dated June 26 2024).The content of the decision: To determine that the placement of the issue of Exchange-traded Bonds is carried out by collecting targeted applications from purchasers for the purchase of Exchange-traded Bonds at a fixed price and the procedure for determining coupon rates determined in advance by the Issuer in accordance with the procedure and on the terms provided for by the Program of Exchange-traded bonds of the 001P series approved by the Board of Directors of UC RUSAL IPJSC on 07/29/2022 (Protocol No. 220703 dated 07/29/2022).To establish that offers with a proposal to conclude preliminary contracts according to which potential purchasers (investors) and UC RUSAL IPJSC undertake to conclude on the date of the start of the placement of Exchange-traded bonds of the series the main contracts for thepurchase and sale of Exchange—traded bonds (hereinafter referred to as “PreliminaryContracts”) should be sent to the address of the underwriter of the placement - “Gazprombank” (Joint Stock Company).? 2 ?To establish that the deadline for sending offers with a proposal to conclude Preliminary Contracts with potential purchasers of Exchange-traded bonds containing the obligation to conclude the main purchase and sale agreements of Exchange-traded bonds on the date of the start of the placement of Exchange-traded bonds begins at 11:00 Moscow time on June 27 2024 and ends at 15:00 Moscow time June 27 2024.Approve the offer form from potential buyers of Exchange-traded bonds with a proposal to conclude Preliminary Contracts with potential buyers of Exchange-traded Bonds in accordance with the Annex to the order.Application to the order from June 26 2024 № OKR-24-Р047 Form of offer from potential buyers of Exchange-traded bonds with a proposal to conclude preliminary agreements [ON THE LETTERHEAD OF A POTENTIAL BUYER] Date to Bank GPB (JSC) Attention: Semyon Odintsova E-mail: Syndicate@gazprombank.ru OFFER ON CONCLUDING THE PRELIMINARY PURCHASE AND SALE AGREEMENT We familiarized ourselves with the conditions and procedure for participating in the placement of the securities issue of UC RUSAL IPJSC (hereinafter referred to as the “Issuer”) namely the issue of exchange-traded bonds of non-documentary interest-bearing non-convertible of the BO-001P-09 series placed under the Program of exchange-traded bonds of the 001P series (registration number 4-16677-A-001P-02E dated 08.03.2022) set forth in the Program of exchange-traded bonds series 001Р.Having carefully analyzed the financial economic legal and other risks and consequences of acquiring and holding the Commercial Papers we [please indicate your full name] [acting as a trustee (for management companies)] hereby undertake to conclude on the date of commencement of the placement of the Commercial Papers the main purchase and sale agreements on our purchase of Exchange-traded bonds from the Issuer in accordance with the Decision on the issue of Exchange-traded bonds and a document containing the terms of placement on the following terms: The maximum amount for which we are ready to [Please indicate] buy Exchange-traded bonds (in Russian rubles) * The minimum value of the spread (S)** to the [Please indicate] value of the key rate of the Bank of Russia at which we are ready to buy Exchange-traded bonds (subject to the Issuer setting the value of the spread to the value of the key rate of the Bank of Russia for coupons from 1 to 36 inclusive (in % per annum) ? 3 ?This offer is valid until the start date of the placement of Exchange-traded Bonds inclusive.Please send a notice of acceptance of this offer to the following coordinates: for transmission by e-mail: [indicate the email address of the responsible employee of your office].Sincerely Name: Job title: (if the person is acting under a power of attorney specify the details of the document) P.S.* This amount does not include expenses related to the acquisition of Exchange-traded bonds and settlements.** RDi — interest rate on each Di date percentage per annum determined according to the formula: RDi= R+S where: R — the value of the Key Rate of the Bank of Russia for the seventh (7th) day preceding the date of Di (hereinafter Di-7) published on the official website of the Bank of Russia on the Internet.If there is no published value of the Key Rate of the Bank of Russia for Di-7 day (including if Di-7 day is a weekend or a public holiday in the Russian Federation) the value of the Key Rate of the Bank of Russia will be taken equal to the last published value. If the Key Rate of the Bank of Russia is abolished and (or) ceases to be used by the Bank of Russia the Key Rate of the Bank of Russia will be deemed to be the similar rate set by the Bank of Russia. The value of the Key Rate of the Bank of Russia is determined to the second decimal place in accordance with the rules of mathematical rounding.Di — the calendar date of the i-th coupon period on which the yield is calculated; S — the spread premium percentage per annum (determined by the Issuer and disclosed by the Issuer in the form of a statement of material fact prior to the date of commencement of placement of the Exchange-Traded Bonds). 2.4. If an event (action) may have a significant impact on the value or quotations of the issuer’s securities - identification signs of the securities: Non-documentary interest-bearing non-convertible exchange-traded bonds of the BO-001P-09 series with a nominal value of 1000 (One thousand) Russian rubles each with a maturity of 1080 (One thousand eightieth) day from the date of the start of the placement of Exchange-traded bonds placed by open subscription under the 001R series exchange-traded bonds program with registration number 4-16677-A-001P-02E from August 03 2022 registration number of issue 4В02-09-16677-A-001Р from June 26 2024 (hereinafter referred to as the Exchange-traded bonds). The International Securities Identification Code (ISIN) and the International Classification Code of Financial Instruments (CFI) have not been assigned to Exchange-traded Bonds as of the date of disclosure of this Material Fact Notice. 2.5. The date of the event (action) and if the event occurs in relation to a third party (the action is performed by a third party) also the date on which the issuer knew or should have known about the occurrence of the event (action): June 26 2024. 3. Signature 3.1. Legal Counsel (under Power of Attorney No. OKR-DV-24-0012 as of 12.02.2024) T.V. Atrokhova (name of the position of the authorized (signature) (full name) person of the issuer) 3.2. Date “27” June 2024 ?4?