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http://www.hkexnews.hk/listedco/listconews/sehk/20091231/LTN20091231035.pdf

Risk Section, excerpts from pages 33-37:

The Group has also benefited from the strategic guidance of Mr. Deripaska, the beneficial owner of En+, the Company’s controlling shareholder, and starting from January 2009, the Company’s CEO. The Group’s business may be adversely affected if Mr. Deripaska ceases to have a significant interest in the Company, and consequently ceases to provide strategic guidance. Mr. Deripaska’s interest in the Company could be reduced for any reason, including meeting his liquidity requirements or those of En+. As discussed above, En+ has informed the Company that it is in the process of completing a restructuring of approximately US$1.04 billion of its indebtedness. In the event, however, that the debt restructuring is not concluded, En+ creditors could foreclose on the debt and seek to realise against assets of En+, including Shares in the Company. Moreover, as discussed above, En+ is expected to pledge 15% of the issued share capital of the Company to the lenders of En+ in connection with En+’s debt restructuring arrangements and additional Shares may be required to be so pledged to meet loan to value tests.

Further, 5% of the issued share capital of the Company is expected to be pledged by En+, SUAL Partners, Glencore and Onexim on a pro rata basis to VEB in connection with the restructuring of the Company’s obligations to VEB. If an event of default were to occur with respect to the restructured indebtedness of En+ or the Group’s indebtedness to VEB, the relevant creditors could seek to foreclose on the Shares in the Company that will be pledged to secure such indebtedness.

For a description of a pending claim against Mr. Deripaska that, if successful (or if it results in a substantial monetary award), could lead to a significant reduction of his interest in theCompany, see “— A certain claim against the beneficial owner of En+ could have a material adverse effect on the Company and/or the trading price of its Shares” and “Substantial Shareholders — Litigation Involving Certain Beneficial Owners — Litigation Involving Mr. Deripaska” and Appendix X to this prospectus.

Pursuant to the terms of the Shareholders’ Agreement between Major
Shareholders only, expected to be entered into by the Major Shareholders, En+ has the right to nominate (and the other Major Shareholders have agreed to use their respective voting rights to procure the appointment of) Directors representing 50% of the Board. En+ retains this right unless and until it holds less than 40% of the Shares held by the Major Shareholders and their respective wholly owned subsidiaries. For a description of the rights En+ will have to nominate Directors when it holds less than 40% of the Shares held by the Major Shareholders and their respective wholly owned subsidiaries, see “Substantial Shareholders — Shareholders’ Agreement between Major Shareholders only”. In addition, as discussed above, the Company’s debt restructuring agreements provide for acceleration if a person (or a group of persons acting in concert) other than Mr. Deripaska or members of his immediate family acquires effective control of the Company (meaning the ownership of more than one half of the Shares in the Company, the right to exercise voting rights with respect to more than one half of the Shares or elect more than half of its Board of Directors, or the power otherwise to direct the affairs of the Company).

A certain claim against the beneficial owner of En+ could have a material adverse effect on the Company and/or the trading price of its Shares

On 24 November 2006, a claim was issued on behalf of Mr. Michael Cherney (“Mr. Cherney”) against Mr. Deripaska, the beneficial owner of En+, from the High Court of Justice, Queen’s Bench Division, Commercial Court, London (the “High Court”). Neither UC RUSAL nor any of its subsidiaries is a party to this dispute — it is entirely between two individuals, Mr. Cherney and Mr. Deripaska. UC RUSAL has not had access to non-public information about the case and is not privy to the litigation strategy of either party or the prospects of settlement.

The claim relates to the alleged breach or repudiation by Mr. Deripaska of certain alleged contractual commitments to sell for Mr. Cherney’s benefit 20% of Russian Aluminium (“RA”), an entity that the claim does not formally identify, but which may be Rusal Limited, now a wholly owned direct subsidiary of UC RUSAL (see “History and Corporate Structure — History and Development”). The claim states that, at least pending receipt by Mr. Cherney of the amounts due to him pursuant to these alleged commitments, Mr. Cherney is entitled to and seeks:

— A declaration that Mr. Deripaska (directly or indirectly) holds (i) 20% of the shares in RA and (ii) 20% of the 66% shareholding in UC RUSAL (held by former shareholders of RA) in trust for Mr. Cherney and to his order.

— A declaration that any benefits or proceeds derived directly or indirectly by Mr. Deripaska from such shares and shareholding as well as any assets acquired using directly or indirectly any dividends or other monies or benefits received by Mr. Deripaska and referable to the shares and shareholding are held on trust for Mr. Cherney, alternatively subject to a lien in Mr. Cherney’s favour.

— A declaration that, insofar as the shares are held indirectly by a person acting subject to Mr. Deripaska’s directions or companies or entities owned and controlled by Mr. Deripaska, Mr. Deripaska’s right to control those persons, companies or entities and to sell the said shares is held on trust for and to be exercised on behalf of and at the direction of Mr. Cherney.

— A declaration that, if and to the extent that Mr. Deripaska directly or indirectly acquired assets from RA (further or alternatively Sibal) or UC RUSAL for “inadequate consideration”, such assets and/or proceeds thereof are subject to the aforementioned trust and/or lien.

— An order that Mr. Deripaska sell or procure the sale of 20% of the shares in RA and 20% of the 66% of the shares in UC RUSAL at the market price and account to Mr. Cherney for the proceeds of that sale.

— The claim alleges further, or alternatively, that by reason of Mr. Deripaska’s breaches of contract, Mr. Cherney suffered loss and damage at least equal to the market value of 20% of RA and 20% of 66% of UC RUSAL, which the claim alleges to be in excess of US$4 billion, less US$250 million already paid, increased by the value of any assets diverted for “inadequate consideration”.

— Mr. Cherney also claims interest on the amounts alleged to be owed him.

The High Court determined on 3 July 2008 that it had jurisdiction to hear the claim, and the Court of Appeal upheld this determination. On 9 December 2009 the United Kingdom Supreme Court refused Mr. Deripaska’s application for permission to appeal the decision of the Court of Appeal. On 14 December 2009 Mr. Deripaska was served with Mr. Cherney’s claim. Mr. Deripaska will be required to serve a defence to Mr. Cherney’s claim in early 2010. Accordingly, proceedings with respect to the merits of the claim have only just commenced. At present, there is considerable uncertainty as to the possible scope and the potential outcomes in the case and how, if at all, UC RUSAL and/or its subsidiaries and/or its or their respective assets might be affected by any decision against Mr. Deripaska. Nonetheless, the following can be noted:

— Neither UC RUSAL nor any of its subsidiaries or investees, nor En+ (the majority shareholder owned indirectly by Mr. Deripaska), nor any other direct shareholder in UC RUSAL, is currently a party in this case.

— When the merits of the case are heard, issues to be resolved will include whether there was in fact a contract with respect to 20% of RA as alleged by Mr. Cherney and, if so, whether it is governed by English or Russian law.

— In the event that Mr. Cherney were to prevail on the merits, the essence of his claim would be for money from Mr. Deripaska. The quantum of the claim referred to above (in excess of US$4 billion in respect of 20% of RA, and 20% of 66% of UC RUSAL, plus possible additional amounts) has not yet been subject to judicial examination, and it is uncertain at this time how the quantum of the claim ultimately would be determined.

— As noted above, given that (i) UC RUSAL is not a party to the litigation and (ii) the litigation is still at a very early stage, UC RUSAL is unable to express a view on the merits of Mr. Cherney’s claim. However, in the event that Mr. Cherney succeeds in his claim and obtains the relief he is seeking, then, unless Mr. Deripaska funds the judgment bill entirely from assets unconnected with the Group, Mr. Deripaska’s beneficial interest in UC RUSAL or (depending on the remedy granted) certain assets of the Group, such as a portion of UC RUSAL’s interest in RA, would be affected adversely by the claim. In such circumstances, such adverse effects could also have adverse consequences under the terms of the Group’s debt restructuring agreements. Mr. Deripaska’s beneficial interest in UC RUSAL would also be adversely affected if he financed any settlement of the claim through a sale of his beneficially owned shares in UC RUSAL. For further discussion, see “Substantial Shareholders — Litigation Involving Certain Beneficial Owners — Litigation Involving Mr. Deripaska”, “— The terms of the debt restructuring agreements impose strict limits on the Group’s capital expenditure and other uses of available cash which will limit its ability to expand its business and to pay dividends, and failure by the Group to comply with the terms and conditions of these agreements may materially adversely affect the Group and its subsidiaries”, “— The Group depends on the services of key senior management personnel and the strategic guidance of the beneficial owner of En+” and “— Risks Relating to the Global Offering and the Offer Shares — The sale or availability for sale of substantial amounts of the Shares or equity-related securities could adversely affect their trading prices”.

A final decision against Mr. Deripaska in this case that resulted in a trust or lien being declared over, or the sale of, shares in UC RUSAL or RA, or that otherwise affected Group assets, could adversely affect the trading price of the Shares. Moreover, even before a final decision is made, further proceedings in respect of this claim, and publicity surrounding them, could adversely affect the trading price of the Shares.

Mr. Deripaska has informed the Company that he strongly denies and will vigorously resist Mr. Cherney’s claim. The Company would vigorously contest any claim if made against it, any of its subsidiaries or any of its or their respective assets. See “Substantial Shareholders — Litigation Involving Certain Beneficial Owners — Litigation Involving Mr. Deripaska” for a fuller description of the case, including the High Court’s assessment on 3 July 2008 of the relative strengths of the arguments about this alleged contract by each side as presented at that time. For extracts from the 3 July 2008 decision of the High Court on jurisdiction, see Appendix X to this prospectus. The full decision is on public display and can be found at www.bailii.org/ew/cases/EWHC/Comm/2008/1530.html.

Adverse media speculation, claims and other public statements could adversely affect the value of the Offer Shares

The media and others have speculated publicly from time to time about a wide variety of matters relating to the Group, its shareholders and beneficial owners and members of its management. These have included the manner in which the businesses that now comprise the Group were acquired by predecessors of companies that combined to form the Group, or by the Company itself, and a number of allegations regarding these transactions have been made, some in the context of legal claims. See “History and Corporate Structure — History and Development”. There has also been speculation about the consequences of a claim that has been brought against Mr. Deripaska, the beneficial owner of En+ and the chief executive officer of the Company, including the possibility that Mr. Deripaska’s interest in the Company could be reduced or that the Group or its assets could be affected. See “Substantial Shareholders — Litigation Involving Certain Beneficial Owners — Litigation Involving Mr. Deripaska” and “— A certain claim against the beneficial owner of En+ could have a material adverse effect on the Company and/or the trading price of its Shares”.

In addition, there has been negative coverage in the media recently relating to the rejection by U.S. authorities of Mr. Deripaska’s application for a visa to enter the United States. Some of such coverage includes speculation that the rejection was due to alleged connections to organised crime. There were also media reports alleging that Mr. Deripaska had travelled to the United States twice in the past few months using entry permits arranged by the Federal Bureau of Investigation, with whom he is alleged to have met during his visits. Mr. Deripaska has confirmed to the Company that he had an application for a U.S. visa denied in 1998 pursuant to Section 212(a)(3) of the U.S. Immigration and Nationality Act, which relates to aliens deemed ineligible for U.S. visas based on security, unlawful activity and related reasons, and that this position was reiterated in 1999 and 2000. Mr. Deripaska has repeatedly and consistently challenged these denials as being unwarranted and unsupported. He has also confirmed to the Company that he subsequently visited the United States lawfully a number of times. The most recent visits were in August and October 2009. On these occasions, Mr. Deripaska was permitted to enter the United States pursuant to Section 212(d)(5) of the U.S. Immigration and Nationality Act, whereby neither his movements nor his activities was restricted. Mr. Deripaska has also confirmed to the Company that, to the best of his knowledge, he is not under investigation by any U.S. authority.

Mr. Deripaska has also confirmed to the Company that he was denied visas to Canada in 2003 and 2006 pursuant to section 37(1)(a) of the Immigration and Refugee Protection Act of Canada which relates to persons deemed ineligible for Canadian visas based on alleged criminality. Mr. Deripaska has confirmed to the Company that he challenged these denials, and was subsequently issued Canadian visas based on entry permits on multiple occasions, covering a number of periods from 30 March 2007 to 28 July 2008. With respect to the United Kingdom, Mr. Deripaska has confirmed to the Company that he has visited the United Kingdom on numerous occasions, has been issued with a succession of U.K visas and recently obtained a new multiple entry visa to enter the United Kingdom which expires in May 2010.

While Mr. Deripaska is not subject to any special restrictions on his travel, as a Russian citizen he is subject to ordinary requirements to obtain visas or other permits when traveling outside Russia. There can be no assurance he will be granted permission to enter the United States, Canada or any other country in the future or that any limitation on his ability to travel to the United States, Canada or any such other country will not adversely affect his ability, as the Chief Executive Officer of the Company, to interact directly with existing and prospective business counterparties of the Company, the shareholders of the Company and other stakeholders of the Company in the United States, Canada and any such other countries.

In October 2009, the Russian newspaper Vedomosti, and related publications, published confidential information about the Company’s financial performance leaked by an unknown person. Because that information appeared to be derived from a publication that contained a strict confidentiality clause, the Company, concerned about the Listing Rules and other rules against publicity in advance of the Global Offering, instructed its Russian legal advisor to seek to stop further publication by Vedomosti. As a result, Vedomosti has accused the legal advisor of “an information terror campaign”, which both the Company and the legal advisor have denied.

Adverse media speculation, claims and other public statements of the kinds referred to above may adversely affect the value of the Offer Shares or distract management from their day to day management responsibilities.

Hong Kong Exchange waivers from compliance, excerpts from pages 59-61


PUBLIC FLOAT REQUIREMENTS

Rule 8.08(1)(a) of the Listing Rules requires that at least 25.0% of the issuer’s total issued share capital must at all times be held by the public. We have applied to the Hong Kong Stock Exchange to request the Hong Kong Stock Exchange to exercise, and the Hong Kong Stock Exchange has confirmed that it will exercise, its discretion under the Listing Rules to accept a lower public float percentage of the Company of the higher of: (i) 10% of the Company’s Shares, and (ii) the percentage of public shareholding that equals HK$6 billion at the Listing Date, as the minimum percentage of public float of the Company. The above discretion is subject to the condition that the Company will make appropriate disclosure of the lower prescribed percentage of public float in this prospectus and confirm sufficiency of the above-mentioned public float in its successive annual reports after the listing.

In the event that the public float percentage falls below the minimum percentage prescribed by the Stock Exchange, the Directors and the controlling shareholder will take appropriate steps which include a further issue of equity and/or the substantial shareholders of the Company placing some of their Shares to independent third parties, to ensure the minimum percentage of public float prescribed by the Stock Exchange is complied with.

MINIMUM NUMBER OF SHAREHOLDERS REQUIREMENT

In view of the SFC requirements for the offer of Shares in Hong Kong to be by way of placing only and the subscription price or purchase price payable by each investor as described under paragraph 2(c) of the SFC Conditions (as defined below) to be a minimum of HK$1 million, the Company has applied to the Hong Kong Stock Exchange for a waiver from strict compliance with (a) the requirement under Listing Rule 8.08(2) that there should be at least 300 shareholders in the public tranche as at Listing Date, and (b) the requirement under paragraph 4 of Appendix 6 to the Listing Rules that there must be not less than 3 shareholders for every HK$1,000,000 placed in the Global Offering, and the Stock Exchange has granted the waiver subject to (i) the SFC imposing as a condition to listing that the offer for subscription or purchase of the Offer Shares in Hong Kong will be conducted by way of placing only; and (ii) that the Company would have a minimum of 100 Shareholders upon listing.

DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS

This prospectus includes particulars provided in compliance with the Hong Kong Companies Ordinance, the Securities and Futures (Stock Exchange Listing) Rules and the Listing Rules for the purpose of giving information to the public with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this prospectus. The Directors confirm, to the best of their knowledge and belief, and having made all reasonable enquiries in this respect, that there are no other facts the omission of which would make any statement in this prospectus misleading.

INFORMATION ON THE GLOBAL OFFERING

The Offer Shares are offered or sold by way of placing solely on the basis of the information contained and representations made in this prospectus and on the terms and subject to the conditions set out herein. No person is authorised to give any information in connection with the Global Offering or to make any representation not contained in this prospectus, and any information or representation not contained herein must not be relied upon as having been authorised by the Company, the Joint Sponsors, the Joint Bookrunners, the Underwriters, any of their respective directors, agents, employees or advisers or any other party involved in the Global Offering.

RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES

No action has been taken to permit a public offering of the Offer Shares in Hong Kong or any other jurisdiction, or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly, this prospectus may not be used for the purpose of, and does not constitute an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorisation by the relevant securities regulatory authorities or an exemption therefrom.

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