Extract from the Minutes of the Human Resources and Remuneration Committee of the Board of Directors Date of the Meeting 03/27/2

27 Bolshaya Pirogovskaya St., bld. 2, Moscow, Russian Federation, 119435 Telephone: +7 (495) 664-88-40 (multiple line) Fax: +7 (495) 664-88-41 www.interrao.ru

Extract from the Minutes of the Human Resources and Remuneration Committee of the Board of Directors

Date of the meeting 03/27/2014 No. 4 Date of the minutes preparation 03/27/2014

Moscow

The decision of the Human Resources and Remuneration Committee of the Board of Directors of Joint-Stock Company “Inter RAO” is taken by poll voting. The meeting of the Human Resources and Remuneration Committee of the Board of Directors of Joint-Stock Company “Inter RAO” was attended by two (2) of the three (3) members of the of the Human Resources and Remuneration Committee of the Board of Directors of the Company: A. M. Lokshin, D. V. Fyodorov. Absent at the meeting: D. Ye. Shugaev. The quorum is present, the meeting of the Human Resources and Remuneration Committee of the Board of Directors is authorized to take decisions on all issues of the agenda.

THE AGENDA OF THE MEETING: 1. On the amendments to the list of annual benchmarks (Controlled Indicators) for 2014. 2. On the preliminary consideration of the issue related to the competence of the General Meeting of Shareholders: “On the remuneration for the work in the Board of Directors for the Board members being non-state employees in the amount stipulated in the Company's by-laws”. Voting results and the wording of the decision adopted: ISSUE No. 2: On the preliminary consideration of the issue related to the competence of the General Meeting of Shareholders: “On the remuneration for the work in the Board of Directors for the Board members being non-state employees in the amount stipulated in the Company's by-laws”. DECISION: Advise the General Meeting of Shareholders of JSC “Inter RAO” to adopt the decision on the remuneration for the work in the Board of Directors for the Board members being non-state employees in the amount, within the terms and in the manner pursuant to the Regulations on Remuneration and Compensation to Members of the Board of Directors of JSC “Inter RAO”.

Voting results:

FOR: 2 – A. M. Lokshin, D. V. Fyodorov AGAINST: none ABSTAINED: none

THE DECISION WAS ADOPTED.

Secretary of the Human Resources and Remuneration Committee of the Board of Directors S. V. Puchka

Annex No. 1 Elena S. Bezdenezhnykh Year of birth: 1973

Deputy Chief Executive Officer – Head of Corporate, Property and Legal Relationships Unit of OJSC MMC Norilsk Nickel Education, skills and professional experience Higher professional education 1996 Graduated from Krasnoyarsk State University, specialization in Law Specialization in Law and Corporate Management 1995 Began her working career in at Norilsk Mining and Metallurgy Plant named after A. P. Zavenyagin, started as a Legal Councilor and finally became Director of the Corporate and Legal Issues Department 2008 Appointed a Director of the Legal Department of OJSC MMC Norilsk Nickel March 2012 Approved to the position of the Deputy Chief Executive Officer – Head of Corporate, Property and Legal Relationships Unit. Specialization in Strategic Management By the decision of the Board of Directors dated 06/25/2013 (Minutes No. 96 dated 06/25/2013) was elected a Member of the Human Resources and Remuneration Committee of the Board of Directors of JSC “Inter RAO”. By the decision of the Board of Directors of the Company dated 07/22/2013 (Minutes No.130/1) Elena Bezdenezhnykh was elected a Member of the Strategy and Development Committee of the Board of Directors of IDGC of the North-West JSC. Working experience in the boards of directors or holding high office in other joint-stock companies, which securities are listed in the organized trading facilities (exchange markets), including international companies 2008–2010 Member of the Board of Directors of WGC-3 JSC, from 2012 to present – a Member of the Management Board of OJSC MMC Norilsk Nickel. 2013 to present Member of the Human Resources and Remuneration Committee of the Board of Directors of JSC “Inter RAO”. As at the time of evaluation Elena Bezdenezhnykh represents the principal shareholder, she cannot be recognized as an independent director according to the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

In case Elena Bezdenezhnykh is elected a Member of the Board of Directors of JSC “Inter RAO”, she may be recognized as a non-executive director.

Andrey Ye. Bugrov Year of birth: 1952

Deputy Chief Executive Officer for Interaction with Government Authorities and Investment Community of OJSC MMC Norilsk Nickel Education, skills and professional experience

Higher professional education 1974 Graduated from MGIMO with specialization in International Economic Relations Specialization in Finance and Investment Ph.D in Economics 1977–1991 Work in the Ministry of Foreign Affairs of the USSR 1991–1993 Councilor to the President, European Bank for Reconstruction and Development 1993–2002 Executive Director on the part of the Russian Federation in the World Bank Group – EBRD, International Financial Corporation, Multilateral Investment Guarantee Agency 2002–2013 Managing Director, Deputy CEO of Interros Holding Company 2013 to present Deputy Chief Executive Officer for Interaction with Authorities and Investment Society Specialization in Electric Power Industry 2007–2009 Member of the Board of Managers of the Autonomous Non-commercial Organization Sustainable Energy Development Centre 2013 to present Member of the Board of Directors of RusHydro OJSC Working experience in the boards of directors or holding high office in t other joint-stock companies, which securities are listed in the organized trading facilities (exchange markets), including international companies 2002–2009 Member of the Board of Directors of ROSBANK Joint-Stock Commercial Bank (Open Joint-Stock Company). 2013 to present Member of the Board of Directors of RusHydro OJSC, Vice-Chairman of the Board of Directors, Member of the Management Board, Deputy Chief Executive Officer for interaction with authorities and investment society of OJSC MMC Norilsk Nickel. As at the time of evaluation Andrey Bugrov represents the principal shareholder, he cannot be recognized as an independent director according to the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”. Andrey Bugrov, together with the members of the Board of Directors of JSC “Inter RAO” Boris Kovalchuk, Vladimir Dmitriev and Vladimir Potanin, is a Member of the Management Board of All- Russian Employers’ Association Russian Union of Industrialists and Entrepreneurs and All-Russian Public Organization Union of Industrialists and Entrepreneurs. However, as the organizations mentioned above are nonprofit organizations, this fact shall not be taken into consideration when determining whether the candidate is independent or not.

In case Andrey Bugrov is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

Oleg M. Budargin Was first elected a Member of the Board of Directors of the Company on 08/31/2011 Year of birth: 1960

Chief Executive Officer, Chairman of the Management Board of JSC “Russian Grids “

1984–2000 At different times worked at Norilsk Mining and Smelting Works, where he started as a managing engineer and became Deputy HR Managing Director. During the period when Budgarin was a Mayor of Norilsk, and later the Governor of Taimyr (Dolgano-Nenetsky Autonomous District (2000–2007), public sector workers income increased threefold, goods turnover in the trade industry increased twofold, the level of municipal medicine substantially increased. Due to uniting of Taimyr District with Evenk Autonomous District and Krasnoyarsk Territory in one constituent territory of the Russian Federation in 2007, Oleg Budargin was appointed an Assistant of the Authorized Councilor to the President of the Russian Federation in Siberian Federal District, and he was holding this position until he transferred to JSC “FGS UES” in 2009. Since 2013 – CEO of JSC “Russian Grids “.

Education, skills and professional experience Higher professional education In 1982 he graduated from Norilsk Industrial Institute with honors. Specialization in Industrial and Civil Construction. Qualification: civil engineer.

Specialization in Electric Power Industry and Strategic Management Member of the Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security and Chairman of the Supervisory Board Non-Profit Partnership Association of Solar Energy Enterprise. In 2012, by the order of the President of the Russian Federation No. 895 dated 06/15/2012 was awarded the title of Honored Power Engineer of the Russian Federation, awarded the Order of Honor, Medal of the Order “For Merit to the Fatherland”, II degree, and other awards.

Specialization in Finance Ph.D in Economics. In 2005 the President of the Russian Federation expressed gratitude to Oleg Budargin for the merits in social and economic development of Taimyr (Dolgano- Nenentsky) autonomous district.

As at the time of evaluation Oleg Budargin, together with other members of the Board of Directors of JSC “Inter RAO UES”, is a Member of the Board of Directors of other company (JSC “FGS UES”), which aggregated volume of transactions for JSC “Inter RAO” in 2011 amounted to more than 10% of the balance sheet value of the Company's assets, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”. In case Oleg Budargin is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

Anatoly A. Gavrilenko Year of birth: 1972

General Director of CJSC Lider. From 1995 to 2001, he held position of General Director of Alor-Invest, from 2001 to 2004 – Director General of the Managing Company Agana. Education, skills and professional experience: Higher professional education: In 1995, Mr. Gavrilenko graduated from Lomonosov Moscow State University, specialty "Mathematical economics", in 2001 – Lomonosov Moscow State University, specialty "Law".

Specialization in the financial and investment spheres: In 2001, he graduated from Plekhanov Institute of Advanced Interdisciplinary training of managers and specialists of the Russian Economic Academy, specialty "Enterprise (Business) assessment". He has 1.0 and 5.0 Certificates issued by the Russian Federal Service for Financial Markets. From 1998 to 2004, Anatoly Gavrilenko held position of Director for Strategic Financial Planning of CJSC “Alor Invest”. Since 2004, he is General Director, Member of the Board of Directors of CJSC Lider (Asset Management Company of the Pension Fund).

He is the member of the Board of Directors of the following public companies: 1) JSC “Mosenergo”; 2) JSC “Moscow United Electric Grid Company”; 3)JSC “Mosenergosbyt”; 4) OJSC GPB; 5) OJSC GAZ-Service; 6) OJSC GAZ-Tek; 7) OJSC GAZCON; 8) Main Road, OJSC.

As at the time of evaluation Anatoly Gavrilenko, together with other candidates to the Board of Directors of JSC “Inter RAO”, is a Member of the Board of Directors of other companies, he cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO UES”.

If Anatoly Gavrilenko does not participate as a member in the governing boards of other companies together with other members of the Board of Directors of JSC “Inter RAO UES” after the General Meeting of the Shareholders, this candidate may be recognized as an independent director. Otherwise, Anatoly Gavrilenko may be recognized as a non-executive director.

Vladimir A. Dmitriev

First elected to the Board of Directors of the Company on 06/25/2008. Served as the member of the Board of Directors until 10/23/2008. Re-elected to the Board of Directors on 06/25/2010.

Year of birth: 1953 Chairman of the State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank).

In 1975–1979, Mr. Dmitriev worked as engineer at the State Committee for Foreign Economic Relations of the Council of Ministers of the USSR. From 1979 to 1986, he held position of the attaché, the third secretary of the Ministry of Foreign Affairs of the USSR. From 1986 to 1987 worked as a research associate at the Institute of World Economy and International Relations of the Academy of Sciences of the USSR. From 1987 to 1992 – the Second, the First Secretary of the Embassy of the USSR, the Ministry of Foreign Affairs of the USSR. From 1992 to 1993 – the First Secretary of the Russian Embassy of the Ministry of Foreign Affairs of Russia. From 1993 to 1997, he held position of the Deputy Chief Executive Officer, the Head of Department of the Ministry of Finance of the Russian Federation.

In 1997, Vladimir Dmitriev was appointed to the position of the First Deputy Chairman of Vneshekonombank of the USSR. From 2002 to 2004, he held position of the Deputy President – Chairman of the Management Board of Vneshekonombank, from 2004 to 2007 – Chairman of Vneshekonombank of the USSR. Since June 2007, Vladimir Dmitriev works as the Chairman of the State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank).

He is the member of the Board of Trustees of the Fund Skolkovo, the member of the Management Board and the member of the Bureau of the All-Russian Association of Employers "Russian Union of Industrialists and Entrepreneurs" and the All-Russian Public Organization "Russian Union of Industrialists and Entrepreneurs".

Education, skills and professional experience: Higher professional education: In 1975, Mr. Dmitriev graduated from the Moscow Finance Institute, specialty "International Economic Relations". Corresponding Member of the Russian Academy of Natural Sciences.

Specialization in the financial and investment spheres: PhD in Economics. Vladimir Dmitriev is a recognized expert in the field of economics and management, which was particularly displayed in the successful implementation of anti- crisis measures of the Government and the Central Bank in 2008 – 2009 years. For his contribution to the development of the financial and banking system of Russia, and for many years of diligent work, he was decorated with the Order of Alexander Nevsky, the Order "For Merits before the Fatherland» IV degree, the Order of Honor, the honorary award pin of the Association of Russian Banks "For Merits to the banking community." He has other awards, as well as the commendation of the President and the Government of the Russian Federation.

Experience in the boards of directors or in senior positions of other joint stock companies, which stocks are included in the quotation list of organized trading facilities (exchanges), including international companies: From 2010 to the present time is the member of the Board of Directors of JSC «INTER RAO UES», as well as he is the member of the Board of Directors of the following large public companies: JSC “RUSNANO”, Open Joint Stock Company “United Aircraft Corporation”, Open Joint Stock Company “KAMAZ”.

As at the time of evaluation Vladimir Dmitriev represents the principal shareholder and is, together with other members of the Board of Directors of JSC “Inter RAO”, the Member of the Boards of Directors of other companies, he cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”. Vladimir Dmitriev, together with other candidates to the Board of Directors of JSC “Inter RAO” Boris Yu. Kovalchuk and Andrey Ye. Bugrov, is a Member of the Management Board of All-Russian Employers’ Association Russian Union of Industrialists and Entrepreneurs and All-Russian Public Organization Union of Industrialists and Entrepreneurs. In addition, Vladimir Dmitriev, together with other candidate to the Board of Directors of JSC “Inter RAO” Igor Sechin is a Member of the Supervisory Board of the non-government organization Volleyball Federation of Russian. However, as the organizations mentioned above are nonprofit organizations, this fact shall not be taken into consideration when determining whether the candidate is independent. In case Vladimir Dmitriev is elected a Member of the Board of Directors of JSC “Inter RAO UES”, he may be recognized as a non-executive director.

Mikhail Yu.Kobishchanov Year of birth: 1963 Councilor for the representative office of Arbat Investment Services Limited Education, skills and professional experience Higher professional education 1984 Graduated from Plekhanov Moscow Institute of National Economy with honors 1988 Completed postgraduate course at the Institute of Africa of the Academy of Science of the USSR (Ph.D in Economics with specialization in Economy of the Developing Countries) Specialization in finance and investment Ph.D in Economics. Author and co-author of more than 20 publications regarding economic and political issues. Co- author of the of the Russian Federation Law On Commodity Markets and Exchange Trade (1992) 1992–1994 Member of the Commission for the Commodity Markets of the Committee for Anti- Monopoly Policies affiliated with the Government of the Russian Federation 1992–1993 CEO of the Commodity and Stock Exchange Russian Chamber 1994–2003 CEO of LBC and Partners and Head of the representative office of Atria Councilors Ltd – investment councilors of French investment funds Kaltchuga Ltd., Vekovoi Ltd. and Mayak Ltd. 2003–2012 Councilor for the investment companies Diamond Capital Management OJSC, Corporation FNDS CJSC and Arbat Capital OJSC 2012 to present - Councilor for the representative office of Arbat Investment Services Limited

Mikhail Kobishchanov complies with the independency criteria approved by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO UES”. If Mikhail Kobishchanov does not participate as a member in the governing bodies of other companies together with other members of the Board of Directors of JSC “Inter RAO” after the General Meeting of the Shareholders, this candidate may be recognized as an independent director.

Kovalchuk Boris Yuryevich

First elected to the Board of the Directors of the Company on 06/25/2009.

Year of birth: 1977

Chairman of the Management Board of JSC «Inter RAO».

Employed in the position of the Acting Chairman of the Management Board since 2009, Boris Yuryevich becomes a Chairman of the Management Board of JSC «Inter RAO» in 2010 and simultaneously is a member of the Board of Directors. In 2006–2009, he held an appointment of the assistant in the office of the First Deputy of the Chairman of the Government of the Russian Federation and the Director of National Priority Projects Department of the Government of the Russian Federation. In 2009, he was a Deputy Director General of the development of the State Atomic Energy Corporation ROSATOM. Since 2010 till today, Kovalchuk is a member of the Management Board of the all-Russian employers' association “Russian Union of Industrialists and Entrepreneurs” and all-Russian public organization “Russian Union of Industrialists and Entrepreneurs”.

Education, skills and professional experience:

Higher professional education: Graduated from the Saint Petersburg State University under the speciality “Law” in 1999.

Experience in electrical power engineering: Kovalchuk has a title “Honoured Power Engineer” and was awarded with the Order of Honour. Boris Yuryevich chairs the Boards of Directors of several large energy companies like CJSC Kambarata hydropower plant-1, JSC Mosenergosbyt and is a member of the Board of Directors of large energy companies like JSC Financial Calculations Center, JSC St. Petersburg Retailing Company.

Experience in jurisprudence: In 1999–2006, Kovalchuk was a legal advisor in the Federal State Unitary Enterprise Central Research Institute Granit.

Experience in participation in the Boards of Directors or holding a higher offices in other joint-stock companies, those capital issues are included to the quotation lists of organized trading platforms (exchanges) – both national and international companies: Member of the Boards of Directors of the following major public companies:

1) JSC “Inter RAO” 2) JSC Mosenergosbyt 3) JSC “FGC UES” 4) JSC “Irkutskenergo”

Held the post of the Chairman of the Board of Directors of JSC Tambov Power Supply Company and member of the Board of Directors of OJSC RusHydro, JSC SARATOVENERGO, OGK-1 JSC, JSC WGC-3.

As at the time of evaluation Boris Kovalchuk is the Chairman of the Board of Directors of JSC “Inter RAO” and was included into the list approved by the Order of the Government of the Russian Federation No. 286-r dated 03/01/2014 for nominating candidates to the Board of Directors of JSC “Inter RAO”, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

Boris Kovalchuk, together with other candidates to the Board of Directors of JSC “Inter RAO” Vladimir Dmitriev, is a Member of the Management Board of All-Russian Employers’ Association Russian Union of Industrialists and Entrepreneurs and All-Russian Russian Public Organization Union of Industrialists and Entrepreneurs. However, as the organizations mentioned above are nonprofit organizations, this fact shall not be taken into consideration when determining whether the candidate is independent.

In case Boris Kovalchuk is elected a Member of the Board of Directors of JSC “Inter RAO”, he will be recognized as an executive director.

Vyacheslav M. Kravchenko

First elected as a member of Board of Directors of the Company on October 23, 2008. Year of birth: 1967

Deputy Minister of Energy of the Russian Federation

Chairman of the Strategy & Investment Committee of the Board of Directors of JSC “Inter RAO”.

Acknowledged expert in the electric power industry.

Experienced in working at the civil service and in business corporations related to the electric power industry 1993–1998 Held various posts at Russian Generating Company JSC 1998–2001 Head of the Control and Legal Directorate of the Federal Power Commission of the Russian Federation 2001–2004 Head of the Natural Monopoly Restructuring Department of the Ministry of Economic Development and Trade of the Russian Federation 2004–2008 Work at the Ministry of Industry and Energy of the Russian Federation. Last position held: director of the Power Engineering Department 2008–2010 CEO of RN-Energo LLC 2010–2012 CEO of the United Energy Retailing Company JSC 2012–2013 Chairman of the Management Board of Non-profit partnership Market Council, Chairman of the Management Board of Trading System Administrator OJSC Since 2013 Deputy Minister of Energy of the Russian Federation

Education, skills and relevant experience: Higher professional education:

10.

In 1995, Mr. Kravchenko graduated from Lomonosov Moscow State University with the degree in law.

Specialization in power engineering: He is the member of the Board of Directors in large public energy companies and holds positions in governing bodies of the infrastructural energy organizations: Open Joint Stock Company System Operator of the Unified Energy System of Russia, Open Joint Stock Company Trading System Administrator of Wholesale Electricity Market, Closed Joint stock Company Financial Calculations Center. Specialization in legal studies: In 1998–2001, Vyacheslav Mikhailovich held the position of the Head of Compliance Office in the Federal Energy Commission of the Russian Federation. Working experience in boards of directors or at high offices of other joint stock companies, the securities of which are listed in organized trading platforms (exchanges), including the international companies: Member of the Boards of Directors of the following major public generating companies: JSC “Inter RAO”, JSC “Russian Grids”, JSC “FGC UES”.

Was a member of JSC “Mosenergosbyt”, JSC “SARATOVENERGO”, JSC Tambov Power Supply Company, JSC “Irkutskenergo”, Interregional Distribution Grid Company of the Center and Privolzhie JSC, Interregional Distribution Grid Company of the Center JSC.

As at the time of evaluation Vyacheslav Kravchenko is holding the post of the Deputy Minister of Energy of the Russian Federation, and in this connection is recognized as a person related to the state, also an aggregated volume between Closed Joint-Stock Company “Financial Settling Center” and JSC “Inter RAO” amounted to more than 10% of the balance sheet value of the Company's assets, and, besides, Vyacheslav Kravchenko is a Member, together with other members of the Board of Directors of JSC “Inter RAO”, of the Boards of Directors of other companies, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

In case Vyacheslav Kravchenko is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

Alexander M. Lokshin

First elected as a member of the Board of Directors of the Company on June 25, 2010.

Year of birth: 1957

Member of the Management Board, First Deputy Chief Executive Officer – Director for Operational Management of Rosatom State Nuclear Energy Corporation. Member of the HR and Remuneration Committee of the Board of Directors of JSC “Inter RAO”. Beginning from 1980, working career of Alexander Lokshin was dedicated to the power industry. In 1980 he was employed as an Engineer at Smolenskaya Nuclear Power Station, where he had been holding various posts before he was transferred to Rosenergoatom Concern FSUE in 1996 the last position held by A. Lokshin was the Head of Shift of the first priority station. From 1996 till

11.

2010 he was holding senior positions at Rosenergoatom Concern FSUE. In 2010 he transferred to Rosatom State Nuclear Energy Corporation. Education, skills and relevant experience: Higher professional education: In 1980, Mr. Lokshin graduated from Kalinin Leningrad Polytechnic Institute (at present – Saint Petersburg State Polytechnic University) with the degree in thermal physics. He completed training in the Academy of National Economy, “President” program under the Government of the Russian Federation.

Specialization in power engineering: Acknowledged expert in atomic energy industry Honored power engineer of the Russian Federation 1996–1998 Deputy Head of the General Directorate, Deputy Head of the Commercial Department – Head of the Information and Analytical Concern Rosenergoatom (Moscow) 1996–2001 First Deputy Director of Marketing, Economy and Commerce of Concern Rosenergoatom 2001–2006 Acting director, Director, Deputy Chief Executive Officer of Rosenergoatom Concern – Director of Smolensk Atomic Power Station, the branch of Rosenergoatom Concern 2006–2008 First Deputy Chief Executive Officer, Acting General Director of Rosenergoatom Concern FSUE June 2008– January 2010 Deputy Chief Executive Officer of Rosatom State Corporation Since February 2010 Deputy Chief Executive Officer – Director of the Directorate for Nuclear Power Complex, Rosatom State Nuclear Energy Corporation April 2011– November 2012 First Deputy Chief Executive Officer - Director of the Directorate for Nuclear Power Complex Since November 2012 First Deputy Chief Executive Officer of Operational Management

As Alexander Lokshin is an employee of Rosatom State Nuclear Energy Corporation, which group included JSC “Inter RAO” in 2011, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

In case Alexander Lokshin is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

12.

Andrey Ye. Murov

Year of birth: 1970

Chairman of the Management Board of JSC “FGC UES” Andrey Murov was awarded the Medal of the Order “For Merit to the Fatherland”, II degree, the Order of Honor, merit certificates and gratitudes of the Governor and administration of Saint Petersburg. Honored transport worker of Russia. Education, skills and professional experience

Higher professional education 1993 Graduated from Saint Petersburg State University, legal department, specialization in Law. 1998 Completed a course within Financial Management Program at the Interdisciplinary Institution of Advanced Training and Professional Development of the Leader Personnel. 2009 Graduated from the State University of Civil Aviation, specialization in Transport Management and Administration (Air Transport). Specialization in Electric Power Industry From January 2012 to June 2012 Andrey Murov was holding the post of the Deputy Chief Executive Officer of MRSK Holding OJSC. From July 2012 to June 2013 he was working as the Executive Director of MRSK Holding OJSC. In July 2012, Andrey Murov took up the position of the First Deputy Chairman of the Management Board of JSC “FGC UES”.

On September 11, 2012, by the decision of the Board of Directors of FGC UES JSC Andrey Murov was elected a Member of the Management Board of JSC “FGC UES”. On November 11, 2013, Andrey Murov was elected a Chairman of the Management Board of JSC “FGC UES”.

Specialization in Law 1993–1996 Worked at the City Bar Association of Saint Petersburg

Specialization in Finance Doctor of Economics

Working experience in the boards of directors or holding high office in other joint-stock companies, which securities are listed in the organized trading facilities (exchange markets), including international companies Held the position of the CEO of MRSK Holding OJSC, was a Member of the Board of Directors of the Open Joint-Stock Company of Energy and Electrification of Cuban, Open Joint-Stock Company Interregional Grid Distribution Company Centra, MOESK OJSC, Open Joint-Stock Company Energy and Electrification Lenenergo, Open Joint-Stock Company Interregional Grid Distribution Company of Volga, Open Joint-Stock Company Interregional Grid Distribution Company of the Urals. Presently Andrey Murov is a Member of the Board of Directors of JSC “FGC UES”, Russian Grids JSC, Open Joint-Stock Company Interregional Grid Distribution Company of the North-West. As at the time of evaluation A.E. Murov represents the principal shareholder (JSC “FGC UES”), aggregated volume of transactions of which for JSC “Inter RAO UES” in 2011 amounted to more than 10% of the balance sheet value of the Company's assets, and he is, together with other

13.

members of the Board of Directors of JSC “Inter RAO UES”, the Member of the Boards of Directors of other companies, he cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO UES”.

In case Andrey Murov is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

Aleksey V. Nuzhdov

Year of birth: 1968

Deputy Chief Executive Officer for Investment and Interaction with Authorities of Leader Closed Joint-Stock Company (Pension Fund Asset Management Company) 1985–2009 Head of the Department of the Federal Security Service of the Russian Federation 2009 to present Head of the Corporate Protection Administration of the Private Pension Fund GAZFOND Education, skills and relevant experience: Higher professional education: Mr. Nuzhdov graduated from F. E. Dzerzhinskyi Saratov Higher Military Command School of the Ministry of Internal Affairs of USSR.

Working experience in boards of directors or at high offices of other joint stock companies, the securities of which are listed in organized trading platforms (exchanges), including the international companies: Member of the Board of Directors in: 1) Mosenergosbyt JSC; 2) MOESK OJSC; 3) Main Road OJSC; 4) GAZ-Tek OJSC; 5) GAZ-Service OJSC; 6) Korolev Rocket and Space Corporation Energia OJSC; 7) GAZCON OJSC. As at the time of evaluation Alexey Nuzhdov, together with other candidate to the Board of Directors of JSC “Inter RAO”, is the Member of the Board of Directors of other companies, he cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

If Alexey Nuzhdov does not participate as a Member in the Board of Directors of other companies together with other member of the Board of Directors of JSC “Inter RAO” after the General Meeting of the Shareholders, this candidate may be recognized as an independent director. Otherwise, Alexey Nuzhdov may be recognized as a non-executive director.

14.

Nikolay D. Rogalyov

Year of birth: 1962

Rector of the National Research University Moscow Energy Institute (MEI) Soviet and Russian Scientist and Power Engineer, Doctor of Engineering, Professor, President of NRU MEI, Head of the Chair of Industrial Economics and Business Organization Professor of MEI, Head of the Chair of Industrial Economics and Business Organization, winner of the Award of the Government of the Russian Federation in the sphere of science, technology and education Education, skills and professional experience Higher professional education 1985 Graduated from MEI, Heat and Power Department Candidate of Science (1988), Doctor of Science (1999), Professor (2005) Worked on probation (principal investigator) at the Innovation, Creativity and Capital Institute of the University of Texas (USA, 1996), visiting scholar of the University of Texas, Austin, USA (1994, 1997).

Specialization in Electric Power Industry Held the position of the Deputy Chief Executive Officer of innovative development of Gazpromenergoholding LLC. Currently he is a Member of Gas Turbine Technologies Engineering Center LLC and also a Member of the Committee for interaction with community, consumers, authorities and for information policy. In 2012 he held the position of the Deputy Fund Manager Energy Without Borders.

Specialization in Strategic Management Member of the Strategic Committee of JSC “Russian Grids”.

As Nikolay Rogalyov is a Rector of the state higher education establishment funded, without limitation, out of public funds, this candidate is associated with the state. Considering the above mentioned, he cannot be recognized as an independent director according to the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

In case Nikolay Rogalyov is elected a Member of the Board of Directors of JSC “Inter RAO ”, he may be recognized as a non-executive director.

15.

Ronald (Ron) J. Pollett

Year of birth: 1969

President and CEO of General Electric (GE) in Russia and CIS

Member of the Audit Committee of the Board of Directors of Inter RAO

In September 1998 Mr. Pollett was appointed the Chief Representative of GE in Russia, Belarus and Ukraine, in 2001 – Head of GE in Russia and CIS. Ron J. Pollett is currently responsible for a wide range of issues related to the development of commerce of GE in Russia. Mr. Pollett is fluent in Russian.

Education, skills and relevant experience:

Higher professional education: In 1991, graduated from Colgate University (New York State), with a degree in Sovietology.

Expertise in finances:

Mr. Pollett began his career in 1991 as a corporate financial analyst in the investment banking division of Kidder, Peabody & Co. in New York. In 1993, Mr. Pollett joined General Domestic Appliances in the UK (GE/GEC JV) as their CIS Joint Venture Director based in Donetsk (Ukraine). From 1994 to 1997, in addition to his role with GDA, Mr. Pollett served as National Executive for GE Ukraine, establishing GE's entry into the region and expanding its activities.

Mr. Pollett is a member of the IBLF International Advisory Council and has served on the Board of Directors of the American Chamber of Commerce in Russia since 2001. In January 2012, he was elected to his 6th consecutive term as Chairman of the Board.

Expertise in strategic management: In 1996, Mr. Pollett was appointed Business Development Manager for GE Lighting Europe where he was responsible for the fulfillment of the strategic tasks and comprehensive support of GE’s operating activity in the countries of Eastern Europe.

Experience of work in Boards of Directors or as an Executive Manager in other stock companies which securities are included into quotation lists of organized trading facilities (exchanges), inclusive of international companies: President and CEO of GE in Russia and CIS constituting a part of General Electric Company Group, which shares are traded at the New York Stock Exchange (NYSE Euronext).

JSC “Inter RAO” acknowledges that business relations between Inter RAO Group and General Electric do not fall within the materiality guideline. Besides, JSC “Inter RAO” has no reasons to believe that position of this candidate regarding the issues that fall within the authority of the Board of Directors of the Company will be independent or that he is acting for the benefit of certain shareholder (group of shareholders) or certain interested parties. In consideration of the foregoing, Mr. Pollett complies with the independence criteria approved by The UK Corporate Governance Code and Regulations on the Board of Directors. If Ron James Pollett does not participate as a Member in the governing boards of other companies together with other members of the Board of Directors of JSC “Inter RAO” after the General Meeting of the Shareholders, this candidate may be recognized as an independent director.

16.

Kirill G. Seleznyov First elected to the Company’s Board of Directors in 2008.

Year of birth: 1974

Member of the Management Board, Head of the Gas and Liquid Hydrocarbons Marketing and Processing Department, JSC Gazprom.

Mr. Seleznyov has a large work experience on executive positions in other organizations, including joint- stock companies which shares are being traded at foreign trading facilities. 1997–1998 Manager at Baltic Financial Company LLC.

2001–2002 Deputy Head of the Management Board Apparatus – Assistant of the Chairman of the Management Board of Gazprom OJSC. 2002 Appointed as the Head of Department of Marketing and Processing of Gas and Liquid Hydrocarbons of Gazprom OJSC.

Since 2007 Kirill Seleznyov has been holding the post of the CEO of Gazprom Mezhregiongaz LLC (Mezhregiongaz LLC until September 2010). Education, skills and relevant experience:

Higher professional education: In 1997, graduated from Ustinov Baltic State Technical University with a degree in impulse devices and automatic rotor lines. In 2002, graduated from St. Petersburg State University with a degree in finances and credit.

Expertise in finances: Ph.D. in Economics.

From 1998 to 1999, Mr. Seleznyov held the position of a technical analyst of money market instruments, a specialist, and lead specialist for securities at the stock exchange transaction department of Investment Finance Group “Management. Investments. Development” JSC. From 1999 to 2000, Mr. Seleznyov worked as a chief specialist of Investments Group activity coordination, Sea Port of St. Petersburg JSC.

From 2000 to 2001 Mr. Seleznyov was the Head of taxation group, Baltic Pipeline System JSC, later in Verkhnevolzhskie Main Oil Pipelines JSC, a branch of Baltic Pipeline System JSC.

Specialization in electric power industry, experience of work in Boards of Directors or as an Executive Manager in other stock companies which securities are included into quotation lists of organized trading facilities (exchanges), inclusive of international companies: Kirill G. Seleznyov is a member of the Board of Directors in such major public companies as JSC «Inter RAO», JSC “Mosenergo”, and JSC “ТGK-1”. Mr. Seleznyov is also a member of the Board of Directors at the follow major companies: JSC “NOVATEK”, JSC “Gazprom Neft”, and JSC “Gazprombank”.

As at the time of evaluation Kirill Seleznyov, together with other members of the Board of Directors of JSC “Inter RAO”, is the Member of the Board of Directors of other companies, and also as an aggregated volume of transactions between Gazprombank OJSC and JSC “Inter RAO” in 2012 and

17.

2013 amounted to more than 10% of the balance sheet value of the assets of JSC “Inter RAO”, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

In case Kirill Seleznyov is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

Igor I. Sechin

Year of birth: 1960

President, Chairman of the Management Board, Deputy Chairman of the Board of Directors.

Mr. Sechin has a large work experience in executive positions. From 2004 to 2008, I.I. Sechin held the position of Deputy Head of the Executive Office of the President of the Russian Federation, Aide to the President of the Russian Federation. From 2008 to 2012, Mr. Sechin served as Deputy Prime Minister of the Russian Federation. Since 2009 until present Mr. Igor I. Sechin has been the Chairman, member of Board of Directors of LLC National Oil Consortium. Since 2012, he has been the Chairman of Management Board of OJSC ROSNEFTEGAZ.

Education, skills and relevant experience:

Higher professional education: In 1984, Mr. Sechin graduated from Leningrad State University with a degree in Romance philology.

Expertise in finances: PhD in Economics.

Expertise in electric-power industry, strategic management: Mr. Igor I. Sechin is a recognized expert in the electric-power industry. In June 2012, by the Decree of the President of the Russian Federation Mr. Sechin was appointed Executive Secretary of Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security.

Experience of work in Boards of Directors or as an Executive Manager in other stock companies which securities are included into quotation lists of organized trading facilities (exchanges), inclusive of international companies: From 2008 to 2011, Mr. Sechin served as the Chairman of the Board of Directors of JSC “Inter RAO”; from 2004 to 2011 he was the Chairman of the Board of Directors of Rosneft. Since 2012, Mr. Igor I. Sechin has been the President, Chairman of the Management Board of Rosneft.

As at the time of evaluation Igor Sechin represents the principal shareholder and was included to the list approved by the Order of the Government of the Russian Federation No. 286-r dated 03/01/2014, for nominating candidates to the Board of Directors of JSC “Inter RAO”, and additionally, at the time of evaluation Samaraneftegaz OJSC, that is a part of Rosneft Oil Company group, and OJSC “INTER RAO – Electric Power Plants”, that is a part of Inter RAO Group, were in

18.

material contractual relations (gas supply agreement), this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”. In case Igor Sechin is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director. Denis V. Fedorov

First elected to the Company’s Board of Directors on June 24, 2011.

Year of birth: 1978

Head of the Electric Power Sector and Electric Power Marketing Development Agency of the Marketing, Gas and Liquid Hydrocarbons Processing Department at Gazprom.

Chairman of the Audit Commission, Member of the Human Resources and Remuneration Committee of the Board of Directors of JSC “Inter RAO”.

In 2003, was recognized as Russia’s best young physicist and mathematician; author of 15 published research papers and 2 monographs.

Education, skills and relevant experience: Higher professional education: In 2001, graduated from Bauman Moscow State Technical University with a degree in Economics Management. In 2003, graduated from Moscow Power Engineering Institute (Technical University) – postgraduate education, two specializations: Economics and Industrial Thermal Power.

Specialization in the financial area: Candidate of Economic Sciences. In 2003–2006, Head of the Investment Techniques and Process Plans Management Office of LLC EuroSibEnergo-Engineering and Investments Management Office of LLC Gazenergoprom Corporation.

Specialization in the electric power area: In 2001–2003, worked in RAO UES of Russia, then in CJSC Turbokon Scientifc and Production Innovative Company. From 2006 until 2008, held the position of CEO at JSC Mezhregionenergosbyt, since 2009, has been the CEO of LLC Gazprom Energoholding, since 2012 – the CEO and Member of the Board of Directors of JSC Centrenergoholding. Head of the Boards of Directors of several power companies: JSC Tyumen Energy Service Company, JSC OGK-2.

Has experience of working in boards of directors or holding higher-level positions in other stock companies with securities included into the quotation lists of organized trading venues (exchange markets), among them those of international companies: Member of the Board of Directors of public electric power companies, such as JSC «InterRAO», JSC Federal Grid Company of United Energy System, JSC Mosenergo, JSC TGC-1.

As at the time of evaluation Kirill Seleznyov, together with other members of the Board of Directors of JSC “Inter RAO”, is the Member of the Board of Directors of other companies, as well as an

19.

aggregated volume of transactions between Gazprombank OJSC and JSC “Inter RAO” in 2012 and 2013 amounted to more than 10% of the balance sheet value of the assets of JSC “Inter RAO”, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

In case Kirill Seleznyov is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

Alexander V. Chmel

Year of birth: 1956 Co-director of the Programs of Executive Education Department of Moscow School of Management SKOLKOVO

From 2003 up to the end of 2012 Alexander Chmel was an Audit Engagement Partner at the Moscow Office of PricewaterhouseCoopers (PwC) in the subdivision that provided audit and advisory services for enterprises of fuel and energy sector being responsible for the provision of services for the enterprises of the electric power industry in Russia, Central and Eastern Europe. Alexander Chmel is the author of a number of articles dedicated to the modern tendencies in electric power industry, consolidated reporting, corporate management and corporate responsibility.

Education, skills and professional experience

Higher professional education In 1980 Mr. Chmel graduated from the Leningrad Institute of Soviet Trade with a degree in Economics. In 1986 he graduated from Leningrad Polytechnic Institute. And in 2009 Alexander Chmel graduated from the London Business School.

Specialization in Audit, Finance and Risk Management Ph.D in Economics, active Member of Fellow ACCA (Great Britain), Qualification Certificate (with honors) of the Institute of Directors (Great Britain). Took part in Accelerated Development Program of London Business School (2009).

Alexander Chmel has more than 22 years of work experience in audit and advisory services, 15 out of which he was working with major enterprises of the electric power industry. Alexander Chmel took an active part in audit of the consolidated financial statements in accordance with IFRS and Russian statements of the number of major Russian and international companies. Alexander Chmel took charge of the projects associated with advisory services related to restructuring of the electric power industry in Russia, implementation of methodology for preparation of reporting in accordance with the International Financial Reporting Standards (IFRS), initial public offering (IPO) of shares of the Russian generating company in November 2006 and secondary public offering (SPO) of shares of the Russian power generating company with an issue of depositary receipts at London Stock Exchange in October 2007. Member of the Audit Commission of the Board of Directors of OGK-5 JSC.

Specialization in Corporate Management Member of the Board of Directors of the Supervisory Board of the Non-Executive Directors Association

Member of the Corporate Management Committee of the Board of Directors of OGK-5 JSC.

20.

If Alexander Chmel is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as an independent director according to the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

Dmitriy Ye. Shugayev

First elected to the Company’s Board of Directors on June 24, 2011.

Year of birth: 1965

Deputy CEO, Rostec State Corporation. Chairman of the HR and Remuneration Committee of the Board of Directors of JSC “Inter RAO”, member of the Audit Commitee, member of the Strategy & Investments Committee of the Board of Directors of JSC “Inter RAO”. Dmitriy Shugayev has a great managerial experience gained in public positions as well as positions in commercial organizations. In 1997–2001, held the position of Executive Director at CJSC Legal Profile.

From 2001 until 2008, worked as Advisor to the Deputy CEO; Assistant to the First Deputy CEO; Chief of Staff of the CEO of Rosoboronexport Federal State Unitary Enterprise. From 2008 until 2009, Head of Staff of the CEO of Rostec State Corporation.

Member of the Board of Directors of JSC Saturn Scientific Production Company, LLC Marketing and Investment Projects, and other companies. Was awarded the medal of the Order “For Merit to the Fatherland”, II degree.

Education, skills and professional experience Higher professional education 1987 Graduated from Moscow State Institute of International Relations of the Ministry of Internal Affairs of the USSR, specialization in Journalism

Specialization in Finance Ph.D in Economics

Specialization in Strategic Management Member of the Human Resources and Remuneration Committee, Member of the Strategy and Investment Committee of the Board of Directors of JSC “Inter RAO”

Specialization in HR and Remuneration Chairman of the HR and Remuneration Committee of the Board of Directors of JSC “Inter RAO”

21.

At the time of evaluation Dmitry Shugaev is a member of the Management Board of the State Corporation, i.e. organization affiliated with the state – shareholder of the Company which, together with its affiliated parties, holds more than 60% of the Company’s shares. Nevertheless, judging from the previous experience of working with Dmitry Shugaev and practice of his voting during the meetings of the Board of Directors of the Company there are no reasons to believe that his position regarding the issues of competence of the Board of Directors of the Company is not independent or that he is acting for the benefit of a particular shareholder (group of shareholders) or specific interested parties. Besides, this Member of the Board of Directors was not nominated by the Russian Federation and he does not vote on the written instructions of the Russian Federation.

In case Dmitry Shugaev is elected a Member of the Board of Directors of JSC “Inter RAO”, he may be recognized as a non-executive director.

22.

Matrix of Compliance of BoD Candidates’ Skills with the Approved Selection Criteria

Area of specialization of the candidate

No. and E. E. S.

compliance with the M. Yu. I. I. I.Sechin I.

independence criteria A. Chmel V.

A. Ye. Murov A. Ye. Ron Pollett J.

A. Ye. Bugrov A. Ye.

Kobishchanov

A. M. A.Lokshin M.

V. A. V. Dmitriev A. A. Nuzhdov V.

N. D. N. Rogalyov D.

D. Ye. Shugaev D. Ye.

D. V. D. Fyodorov V.

Bezdenezhnykh

O. M. Budargin O. M. K.G. Seleznyov

A. A. A. Gavrilenko A.

B. B. Yu. Kovalchuk V. M. V.Kravchenko M.

1. Electric Power Industry           2. Finance             3. Law      4. Strategic Management      5. Audit  6. Risk Management  7. Personnel and Remuneration  8. Corporate Management   9. Innovations and Investment     10. Experience of working in the boards of directors or of holding                  high office at the public companies 11. Executive Director  12. Non -Executive Director                  13. Compliance with the     independence criteria1 14. Compliance with the                 independence criteria2

1 Independence criteria were approved by the Regulations on the Board of Directors of JSC “Inter RAO UES” approved by the decision of the Board of Directors dated 10/10/2013 (Minutes No. 101 dated 10/14/2013). These candidates may, in case they are elected as members of the Board of Directors of the Company, be recognized as independent directors, provided that they are not members of the management boards of other organizations together with other members of the Board of Directors of JSC “Inter RAO UES”.

2 Independence criteria were approved by the Listing Rules of the Closed Joint-Stock Company MICEX Stock Exchange approved by the Board of Directors of MICEX Stock Exchange CJSC on September 27, 2013. At the same time, information on membership in the Human Resources and Remuneration Committees was not taken into account during evaluation, as such information may be evaluated only after holding the General Meeting of Shareholders of the companies and creation of committees of the Board of Directors.

23.