The corporate code of ethics

Our mission is to become the most efficient aluminium producer in the world which we and our children could be proud of.

Through success of UC RUSAL to prosperity of each of us and the society.

In our Company, we especially value:

• Respect for the individual rights and interests of our employees, requirements of our clients and conditions of cooperation proposed by our lenders, vendors and business partners as well as respect for the public.
• Impartiality, which implies remuneration of work in good balance with achieved results and the granting of equal rights for further career development.
• Honesty in all our relations, be they within or outside the Company and in the common sharing of information required for our work.
• Efficiency as a means for sustainable achievement of the best possible results in everything we do.
• Courage to resist what is unacceptable and assume personal responsibility for the results of our own decisions.
• Care demonstrated by our efforts to protect people from any harm or threat to their health and wellbeing and by our intention to do our utmost to safeguard the environment.
• Trust in employees, which allows us to delegate powers and responsibility for taking decisions and the means of their implementation.

Abiding by our values will enable us to support and promote a corporate culture that will allow us to attain our most ambitious business goals.

Our values are properly reflected in our success. We follow our values on the obligatory basis and sussgest all our partners cooperating with us to honour them. We do not compromise our values to make profits. We perceive our values as a link binding all our business areas and, similarly, we expect the same attitude from our business partners.

UC RUSAL's ethical principles and standards are based on the Company's values and on respect for the rule of law and for all applicable laws and regulations. These principles govern our internal and third- party relations, our use of Company's resources and our behaviour in situations of potential conflicts of interest. These principles apply to each company within the UC RUSAL Group and all the directors and employees of each such company.

Internal Relations

This section sets out the standards applicable to relations between the Company and its employees, our expectations of employees and the Company's obligations and expectations generally. The Company values its employees as the key to its success and expects the highest possible standards of professional achievements and ethical conduct from them.

Wherever we work, we work in the name of our common results.

• We respect individual freedoms, human rights and dignity, we are committed to treating all our employees with trust and respect, and provide equal opportunities to each person. We do not support any form of discrimination or harassment in the workplace and do not tolerate any behaviour that would commonly be considered offensive or unacceptable.
• The Company always fulfills its obligations to its employees, and employees meet their obligations to the Company and to each other.
• The Company does not employ child labor or forced labor even if it is legally permitted in any jurisdiction where the Company operates.
• We welcome leadership as the ability to make decisions at all levels. Necessary powers are delegated to every employee, each of whom is expected to assume personal responsibility for the execution of the assigned tasks.
• We expect each of us to be proactive and make the maximal contribution towards meeting the Company's challenges. We appreciate teamwork and strive to ensure that every voice is heard.
• We always speak out and express our ideas clearly. We encourage feedback on our work, which we recognize as important and can address proposals for improving the Company's activities to any Company's manager, including the CEO of UC RUSAL.
• In all our activities we are eager to prevent our personal affections and our private relations with families and friends from impeding reinforcement of the principle of equal opportunities, as well as from limiting us in making efficient decisions and disclosing confidential information.
• The Company creates a work environment that provides all its employees with opportunities for career development. Career development is aimed at improvement of the quality of work and the achievement of rewarding tasks.
• We appreciate our employees and reward them for their performance, based on clear operational performance objectives.

External Relations

(relations with investors, clients, suppliers, competitors; relations with the community; relations with state authorities; gifts and entertainment costs)

A. Relations with investors, clients, business partners, competitors. All our relations are based on a spirit of partnership and mutual respect. Fair dealing is the foundation of all of our transactions and interactions.

• We always fulfill our obligations and expect our partners to do the same.
• We are interested in the sustainable development of our own business and the businesses of our partners.
• We seek long-term and mutually beneficial cooperation. We believe that a long-term relationship with our business partners, based on respect, trust, honesty and fairness, is vital to our success.
• We are all client-oriented, and we guarantee the provision of the highest quality products and services.
• We operate an effective complaints procedure to deal with situations where our high standards are challenged.
• We place a great value on our reputation and strictly follow the norms and rules of business ethics and rights.
• We expect our business partners to maintain similarly high ethical standards. Agents, representatives and consultants of the Company must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and principles. Where appropriate, we encourage companies in which we channel our investments to meet our own values and standards as described in this Code of Ethics.
• We compete honestly: we neither accept any form of unlawful payment nor do we use, or threaten to use, unethical or unfair means of influencing our partners or competitors.
• We are committed to complying fully with all applicable laws and regulations on money laundering. We conduct business only with reputable clients and business partners who are involved in legitimate business activities and whose funds are derived from legitimate sources. Whenever we begin a new business relationship, we make appropriate enquiries and carry out appropriate due diligence to ensure that these criteria are satisfied in respect of our new business partner.
• We fully cooperate with the Company's external auditors.
• The Company's managers and employees always submit true and fair financial information to the external auditors that carry out the audit or evaluate the financial indices. Nobody from among the Company's managers or employees takes either direct or indirect steps which may influence, mislead or deceive the Company's external auditors.

B. Relations with the community. We view social investments as a major element of sustainable development of the countries and regions in which we carry out our operations. Multilateral discussion with local communities is an obligatory element of the Company's social activities at all stages.

• We support and develop all local social initiatives aimed at improving the quality of life in the regions where the Company has a presence.
• We welcome the participation of our employees and their families in the Company's social initiatives and create all conditions necessary for such participation.
• We create equal opportunities for the participation in our social programs and adopt transparent mechanisms for financing our social activities, which means selection of projects through competitive tenders and clear criteria for the evaluation thereof. Information about our social programmes is open for all participants.

C. Relations with state authorities. We seek to build and maintain a sound, constructive and open relationship with governmental authorities, government officials and other regulators on an arm's length basis in accordance with applicable laws and regulations.

• We make no attempts to improperly influence governmental decisions or decisions of individual government officials or regulators.
• We abide by all laws and regulations applicable to our activities, in every country in which we operate, including any ruling or guidelines adopted by the Company. We adhere to both the letter and the spirit of such laws and guidelines.
• We pay our taxes in full and in a timely manner.
• The Company does not, directly or indirectly, participate in political movements or organizations.
• Employees can participate in political activities as they see fit, provided that this is done in their own time and at their own expense. No reward, compensation or reimbursement for such activity or the expense thereof shall be made by the Company, directly or indirectly.
• We maintain accurate and complete Company records and are prepared to provide an explanation of all aspects of the Company's activities. No employee should ever consider the possibility of misrepresenting facts or falsifying records.
• When required to disclose the Company's activities in reports and documents that the Company files with securities authorities and in any other public document, we provide information that is accurate, complete, objective, relevant, timely and understandable.

D. Gifts and entertainment costs. Gifts, services and entertainment costs may be given at the Company's expense or accepted from a competitor or an individual or company doing or seeking to do business with the Company only if they meet all of the following criteria:

• They are consistent with customary business practices and do not violate applicable laws,
• regulations or ethical standards;
• They are not excessive in value;
• They cannot be construed as an improper inducement; and
• Disclosure of the facts regarding such gifts or services would not embarrass the Company or the Company's employee.

The Company is committed to conduct its activities free from the influence of bribes and corruption. We never permit payments or gifts of cash (or cash equivalents) to or from a competitor or a business partner. Employees may not solicit, offer, make or accept any such payments or gifts of cash (or cash equivalents).

Use of Resources

The Company puts trust in us and provides us with all necessary resources. We use them in the most reasonable way to achieve the Company's goals.

• We promote responsible care with regard to the Company's property and funds.
• We never use our position or rank in the Company, and we never use tools, information and resources of our Company for private and personal purposes. This equally relates to insider trading operations.
• We strive for efficient and productive use of our own work hours and the time of our colleagues and business partners.
• All information is provided strictly to those who need it for their work. In parallel, no

information shall be provided to those for whom it is not intended. All employees are responsible for protecting the Company’s values and assets, including its confidential and proprietary information and the proprietary information of any third party (including clients, suppliers and other business partners) with respect to which the Company has incurred confidentiality and limited use obligations. All employees will disclose such information only as authorized by the owner of the information or as otherwise permitted by law.

• All the employees are to differentiate between issues that can be discussed only among colleagues at work and information that can be shared with relatives and friends. Employees are to maintain confidentiality of information received as a result of performing their duties (including information about the Company that employees received or heard at work by chance). Issues related to commercial or confidential information can be discussed with family and friends (or other individuals not employed in the Company) only if this information is made available to the general public and can be obtained via open information sources.

Health, Safety and Environment

We value human life and health more than economic results or production achievements.

• We, through all means at our disposal, support behaviour which results in better health of our employees and their families. We constantly develop educational, organizational and environmental activities that reduce the risks associated with our operations.
• We do our best to prevent breakdowns, industrial accidents or environmental pollution.
• We strive to comply with the official norms and regulations relating to health protection, industrial safety and protection of the environment.
• We develop and apply energy saving technologies and consistently improve the environmental indicators of our operations.
• We develop and improve the work safety and environment system.
• Each of the Company's employees and each specialist working on behalf of the Company shall:
  • be aware of the risks accompanying his/her work and influencing his/her safety and health and that of those working alongside him/her;
  • safeguard his/her own health and safety and that of those working alongside him/her; by his/her own example promote safety-minded behaviour of his/her colleagues and contractors at work, as well as relatives and friends in their everyday life;
  • comply with all safety norms and environmental standards applicable to his/her activities and be aware of possible consequences for the environment of any non-compliance with the established procedures;
  • improve personal efficiency, initiate and apply advanced approaches to the industrial and environment risk management;
  • demonstrate efforts to conserve resources and energy; be aware of the unique characteristics of the natural world and the need to preserve it for future generations.

Managers of all levels are directly responsible for safe working conditions and protection of the environment.

Efficiency and Profitability

The Company will achieve its goals only if each and every employee, from the CEO to each plant worker, performs efficiently.

• Every employee sets for him or herself ambitious goals and does his or her best to exceed them.
• Everyone participates in defining the parameters of his or her own goals in accordance with the Company's interests and immediate supervisors participate in defining the goals of their subordinates.
• All employees need to visualize clearly their own goals and the interrelation of those goals with the goals of their units and their Company.
• We are always open to changes and new requirements from the outside world.
• We continuously improve our processes and work practices, fight unnecessary bureaucracy and raise productivity and efficiency.
• We seek continuity in our decisions and actions.
• We analyze risks associated with our activities, and never stop in our efforts to minimize them.
• We make investment decisions only after all data, calculations of repayment periods and expected rates of return are duly verified and proved.
• We always seek and use opportunities to optimize our use of resources.
• Our choice of suppliers and contractors is always determined in the Company's best interest, without any prejudice.
• The Company constantly increases its profits and the value of its business by defining its product offering to meet the needs of our clients, by gaining access to new markets, by expanding our production capacities and by introducing advanced technologies.
• Solving urgent tasks today, we always take into account their consequences in the long run.

Conflicts of Interest

All employees shall act in the best interests of the Company and any conflict of interest shall be avoided:

• When performing their duties the managers of the Company and its employees must be free from the influence of any conflicting interest either affecting the Company or themselves individually.
• The Company expects that its employees will deal with suppliers, clients, contractors and all others doing business with the Company on the sole basis of what is in the best interest of the Company and its shareholders, without favour or preference to third parties based on employees personal considerations.
• No employee shall seek or accept, directly or indirectly, any personal loan or services from any individual or legal entity doing or seeking to do business with the Company except from the organizations offering such loans or services in the ordinary course of their respective businesses.
• The Company expects that all employees shall promptly disclose any and all conflicts of interest to their supervisors.
• To the extent that a conflict of interest cannot be avoided, the employees shall inform supervisors and take themselves out of the decision-making process where the conflict of interest is found.
• If an actual or potential conflict of interest arises for a member of the Board of Directors, such member of the Board shall promptly inform the Chairman of the Board or the Chairman of the Corporate Governance and Nominations Committee. The members of Board of Directors shall not participate in any discussion or decision affecting their personal, business or professional interests. If a significant conflict exists and cannot be resolved, the member of the Board shall resign.
• The requirement of inadmissibility of conflict of interests applies to all members of Board of Directors, managers and employees of the Company and extends to close relatives that are involved in the situations connected with the conflict of interests. The term close relatives include the individual's spouse, parents, children, brothers and sisters, mothers and fathers-in- law, sons and daughters-in-law and anyone else who shares such person's home.
• We will avoid any relationship or activity that might impair our ability to make objective and fair decisions when performing our jobs.

This Code does not attempt to describe all possible conflicts of interest that could develop. Guidance should be sought in any situation where an individual's personal interest might appear to be adverse to the interests of the Company as a whole or where an individual could be seen to be receiving prohibited personal benefits as a result of his or her position in the Company.

This Code’s provisions apply to all employees of each member of the UC RUSAL Group, irrespective of their position and status, each of whom undertakes an obligation to follow the Code’s provisions in his/ her work. When hired by the Company, new employees must be acquainted with the provisions of the Code and trained in its application to their daily work. With this purpose in mind, along with the goal of efficient and universal Code implementation, the Company has developed a corporate ethics training program, which:

• explains the provisions of the Code, based on the existing practice of its application;
• is revised from time to time according to current demands;
• is intended for all the Company employees, irrespective of their position or length of service to the Company.

If you ARE NOT SURE:

• about the ethical nature of your actions or decisions,
• about the ethical nature of the actions or decisions made by your colleagues and supervisors,
• about the compliance of your actions or decisions with the Company’s values and principles, you need to seek assistance from your immediate supervisor or the Corporate Ethics Commissioner who works in each Company office or plant.

If any of your colleagues behaves in a unethical manner, you should warn him or her about this and specify what Code principle he or she is violating. All disputed matters should be resolved together with the direct supervisor or the Corporate Ethics Commissioner. You may refer any ethical issue to the HR Sub-Committee of the Executive Committee or Corporate Governance Sub-Committee of the Executive Committee if:

• the issue cannot be resolved on the spot by your immediate supervisor or the Corporate Ethics Commissioner, or
• the issue relates to the actions or decisions of the Corporate Ethics Commissioner.

We guarantee that the information you submit shall not be used against you in any circumstances, and your application will remain confidential. You will be informed in a timely manner of the decision regarding your application by the Corporate Ethics Commissioner or by a representative of the HR Sub- Committee of the Executive Committee or Corporate Governance Sub-Committee of the Executive Committee.

You may refer any ethical issue to the Audit Committee or to the Corporate Governance & Nominations Committee of the Board if the issue relates to the actions or decisions of the HR Sub-Committee of the Executive Committee or Corporate Governance Sub-Committee of the Executive Committee.

All officials and employees of the Company must do their best to cooperate with any investigation of ethical situations, provide data and documents required for examination of the circumstances of the ethical violation. Ethical issues must be covered in corporate publications on a regular basis.

Any retribution against an employee who has, in good faith, voluntarily claimed a violation of the Code principles will be regarded as an individual violation of the Code principles.

In addition to the above provisions relating to detecting breaches of this Code of Ethics, employees may also rely on the Company’s separate Whistleblowing Policy, which provides protection for those who report improper conduct within the Company.

If you have any information about UC RUSAL’s employees damaging the company’s interests or reputation please contact PO box 40, 1\14 Kotelnicheskaya nab., Moscow 109240 Russia, or e-mail: lindov@extoffice.net.