The world’s second-largest aluminum producer by volume Rusal’s shareholders voted against providing extensive internal documentation to Sual Partners, the aluminum producer’s largest minority shareholder, during an extraordinary general meeting held in Russia. The decision blocks Sual Partners from accessing decades of correspondence, board communications, and investment records that the company had demanded by May 30, 2025.
Sual Partners, controlled by Viktor Vekselberg, had requested 33 categories of documents spanning from 2015 to present, including internal correspondence between Rusal management and board members regarding dividend policies, asset transfers between En+ Group and Rusal, and procedures for vetting board director candidates since 2018. The minority shareholder, which holds a 25.52% stake in Rusal, also sought access to correspondence with the Hong Kong Stock Exchange and Moscow Exchange, along with documentation on changes to Rusal’s dividend policy implemented in 2015.
Comprehensive Document Request Encompasses Major Corporate Decisions
The rejected document request covered Rusal’s most sensitive corporate activities over the past decade. Sual Partners had demanded access to materials related to Nornickel’s share buyback program, including the December 2012 agreement between Rusal, Whiteleave Holding, Crispian Investments, Vladimir Potanin, and Roman Abramovich. The request also encompassed negotiations regarding Nornickel dividends after 2017 and internal correspondence about the buyback arrangements.
Investment-related documentation formed another major component of Sual Partners’ demands. The minority shareholder sought details on Rusal’s acquisition of non-core assets, including the purchase of RusHydro shares, along with business plans, investment projections, and implementation reports. Documents related to the failed Braidy Industries project in the United States were also included in the comprehensive request.
Environmental program financing and remuneration details for board chairman and directors represented additional areas where Sual Partners sought transparency. The company had requested correspondence with the All-Russian Mining and Metallurgical Trade Union regarding candidate nominations between April 2018 and 2019.
Ongoing Shareholder Dispute Reflects Broader Corporate Tensions
The document dispute represents the latest escalation in tensions between Rusal’s controlling shareholder En+ Group and Sual Partners. Previous conflicts have centered on aluminum price hedging transactions that resulted in $760 million in losses during 2021-2022, according to Sual Partners’ calculations. Rusal’s board previously recommended against providing hedging transaction details, arguing that analyzing contracts outside their proper context would be misleading.
Sual Partners has also moved to block Rusal share buyback proposals, exercising veto rights under the 2010 shareholder agreement that requires more than 75% approval for key decisions. The minority shareholder has threatened legal action if violations or improper conduct are discovered in corporate transactions.
The extraordinary meeting outcome demonstrates En+ Group’s continued control over Rusal’s corporate governance despite persistent pressure from the minority shareholder. En+ Group, founded by Oleg Deripaska, maintains a 56.88% controlling stake in Rusal, while the remaining 17.59% of shares trade freely on public markets.
Corporate Structure and Operational Focus
Rusal’s board of directors recommended rejecting Sual Partners’ document requests, maintaining that providing extensive internal correspondence would not serve legitimate shareholder interests. The aluminum producer argued that its hedging activities are conducted to protect operations against aluminum price volatility and that selective document disclosure could misrepresent the company’s risk management strategies.
The dispute occurs as Rusal continues operating as Russia’s only primary aluminum producer and the world’s largest aluminum manufacturer outside China. The company’s vertically integrated operations span bauxite mining and processing, alumina production, and primary aluminum smelting across facilities in Russia, Guinea, Jamaica, Ireland, Italy, Germany, and Sweden.
Company Background and Market Context
Rusal is Russia’s dominant aluminum manufacturer. The company operates a vertically integrated production chain from bauxite mining through finished aluminum products, with major facilities across multiple continents. Rusal’s operations include bauxite mines in Guinea and Jamaica, alumina refineries in several countries, and aluminum smelters primarily located in Russia. The company has faced ongoing governance disputes between its controlling shareholder En+ Group and minority shareholders, particularly regarding transparency in corporate decision-making and investment strategies.
Sual Partners represents the investment vehicle of Viktor Vekselberg and associated investors, holding the largest minority stake in Rusal. The entity has consistently challenged Rusal’s corporate governance practices and sought greater transparency in the company’s operations, particularly regarding hedging strategies, dividend policies, and major investment decisions. Sual Partners has utilized its shareholder rights to request extraordinary meetings and exercise veto powers under existing shareholder agreements.
Aluminum markets continue experiencing volatility driven by global supply chain disruptions, energy costs, and geopolitical tensions affecting major producing regions. Primary aluminum production requires substantial electricity inputs, making energy costs a critical factor in operational profitability. The industry faces ongoing pressure from environmental regulations and sustainability requirements, particularly regarding carbon emissions from smelting operations. Current aluminum prices reflect tight global supply conditions and strong demand from automotive, construction, and packaging sectors.
