Download [TO BE PROVIDED BY HONG KONG INVESTORS] Letter of Hong

[TO BE PROVIDED BY HONG KONG INVESTORS]
Letter of Hong Kong Professional Investors
Sberbank of Russia
ul. Vavilova 19
Moscow 117997
Russian Federation
Attn: ______________________
Date:_______________
Dear Sirs:
Russian depositary receipts (state registration number: [ ]) representing ordinary shares of
United Company RUSAL Plc issued by Sberbank of Russia
This letter is delivered in connection with the proposed placement of Russian depositary receipts
(state registration number: [ ]) (the "Securities") representing ordinary shares of United Company
RUSAL Plc (the "Company") issued by Sberbank of Russia ("Sberbank"). We hereby acknowledge,
represent, warrant and agree as follows:
1. We and our nominees are professional investors (the "Professional Investor") as defined in
section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap.
571 of the laws of Hong Kong) (the "Ordinance") and, if we are acting on behalf of other
persons as nominee, such person and each of such persons' respective ultimate beneficial
owners (the "Other Purchasers") is a Professional Investor.
2. We have investment discretion with respect to the nature of business activities of the persons
we are acting on behalf of as nominees and each Other Purchaser, and we have full power
and authority to make the acknowledgements, representations, warranties and agreements
herein on behalf of each Other Purchaser.
3. We and the Other Purchasers are knowledgeable and have sufficient expertise in the products
and markets that we are dealing in and are aware of the risks in trading in the Securities and
other products and markets that we are dealing in.
4. We and the Other Purchasers consent to being treated as Professional Investors, and we and
the Other Purchasers understand the following consequences, amongst others, of consenting
to being treated as a Professional Investor:
a. Sberbank is not required to enter into any written agreement in relation to the services
that are to be provided to us;
b. Sberbank is not required to provide us with written risk warnings in respect of the
risks arising from any transaction we enter into or to bring those risks to our attention;
c. Sberbank is not required to provide us with information about its business or the
identity and status of its employees and other persons acting on behalf of Sberbank
with whom we may have contact;
d. Sberbank is not required to promptly confirm the essential features of a transaction
after effecting such transaction for us;
e. Sberbank is not required to establish our financial situation, investment experience or
investment objectives, except where Sberbank is providing advice on corporate
finance work; and
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f.
Sberbank is not required to ensure that a recommendation or solicitation is suitable
for us in the light of our financial situation, investment experience and investment
objectives.
5. We and the Other Purchasers understand that we have the right to withdraw from being
treated as a Professional Investor at any time in respect of all or any investment products or
markets on giving prior written notice to Sberbank.
6. We and the Other Purchasers understand that Sberbank will not provide us (or any Other
Purchasers we act on behalf of) with any contract notes, statements of account or receipts
under the Hong Kong Securities and Futures (Contract Notes, Statements of Account and
Receipts) Rules (Cap. 571Q of the laws of Hong Kong) where such documents would
otherwise be required to be provided by Sberbank.
7. We and the Other Purchasers and the ultimate beneficial owners of the Securities are, and will
continue to be, third parties:
a. independent of and not acting in concert (as defined under the Code on Takeovers and
Mergers of Hong Kong) with any of the directors, chief executive or substantial or
management shareholders or connected persons of the Company or of any of its
respective associates;
b. independent of and not connected with the Company or the directors, chief executive,
substantial or management shareholders or connected persons of the Company or of
any of its subsidiaries or any associates of any of them;
c. not a director or existing shareholder of the Company or their associates, nor a
nominee of the foregoing;
d. not a connected client of Sberbank;
e. who are not, and who will not become after completion of the offering of the
Securities, connected persons of the Company;
f.
whose acquisition of the Securities have not been financed or backed directly or
indirectly by a connected person of the Company; and
g. who are not, and who will not become accustomed to take instructions from a
connected person in relation to the acquisition, disposal, voting or other disposition of
securities of the Company registered in the placee's name or otherwise held by the
place.
For the purposes of this paragraph 7, "directors", "substantial shareholders", "associates" and
"connected persons" shall have the meaning ascribed to them in Rules 1.01 and 14A.11 of the
Rules Governing the Listing of Securities on the Hong Kong Stock Exchange Limited
("Listing Rules") and "connected client" shall have the meaning ascribed to it in Appendix 6
to the Listing Rules.
8. We will not, and will obtain undertakings from the Other Purchasers that they will not, at any
time before settlement of the Securities has been completed, sell, transfer or otherwise dispose
of the Securities or any interests therein unless such sale, transfer or disposal does not
contravene the short selling restrictions under Section 170 of the Ordinance and any other
applicable laws and regulations.
We understand that the foregoing acknowledgements, representations, warranties and agreements are
required in connection with the laws and regulations of Hong Kong and that you and your affiliates
and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations,
warranties and agreements. We agree that, if any of the acknowledgements, representations and
warranties made in connection with our receipt of the Securities are no longer accurate, we will
promptly, and in any event prior to the placement of the Securities to us, notify you in writing.
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We irrevocably authorize you to produce this letter to any interested party in any administrative or
legal proceeding or official enquiry with respect to the matters set forth herein.
Yours faithfully,
________________________
[Insert legal name of investor]
By:
Title:
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