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Proxy Materials for the Annual General Meeting of Shareholders

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Proxy Materials for the Annual General Meeting of Shareholders Proxy materials for the Annual General Meeting of Shareholders Table of contents NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS ................................................................... 5 VOTING INFORMATION................................................................................................................................................. 7 1. Approval of the Annual Report of the Company .................................................................................... 9 2. Approval of the Company's annual financial statements, including profit and loss statements (profit and loss accounts) ................................................................................................................... 10 3. Distribution of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the year 2012 ............................................................................................... 14 4. Payment of remuneration to the members of the Board of Directors - non-governmental officers for serving as members of the Board of Directors, in the amount established by the Company's internal documents ............................................................................................................................... 15 5. Payment of additional remuneration to the members of the Revision Commission of the Company ........................................................................................................................................................................... 17 6. Election of members of the Board of Directors of the Company .................................................. 18 7. Election of members of the Revision Commission of the Company ............................................ 49 8. Approval of the Auditor of the Company ............................................................................................... 51 9. Approval of the Charter of the Company in a revised version ...................................................... 53 10. Approval of the Regulations on the Board of Directors of the Company ................................ 124 11. Determination of the price (pecuniary valuation) of services acquired by INTER RAO UES under the Directors and Officers Liability Insurance Policy to be executed between INTER RAO UES and JSC "SOGAZ" ................................................................................................................................................. 180 12.1. Approval of the Directors and Officers Liability Insurance Policy entered into by JSC “INTER RAO UES” and JSC “SOGAZ” as a related party transaction ......................................................................... 180 12.2. Approval of transaction(s) between JSC “INTER RAO UES” and GPB (JSC), and/or JSB RUSSIA (JSC), and/or State Corporation “The Bank for Development and Foreign Economic Affairs (Vnesheconombank)” as an interested-party transaction (a set of inter-related interested- party transactions) that might be made in future in the ordinary course of business of JSC “INTER RAO UES” ........................................................................................................................................................................ 185 12.3. Approval of Guarantee agreement(s) made between JSC “INTER RAO UES” and GPB (JSC), and/or JSC “VTB Bank”, and/or VTB Capital plc, and/or JSC “Sberbank of Russia”, and/or JSB RUSSIA (JSC), and/or JSC “ALFA-BANK”, and/or JSC “TransCreditBank”, and/or JSB “Absolut Bank” (CJSC), and/or JSC “Sobinbank”, and/or CJSC “EXIM BANK OF RUSSIA”, and/or JSC “Moscow Credit Bank”, and/or Sviaz-Bank Commercial Bank, Plc., and/or JSC “JSB ROSBANK”, 2 Proxy materials for the Annual General Meeting of Shareholders and/or JSC “Bank Petrocommerce”, and/or State Corporation “The Bank for Development and Foreign Economic Affairs (Vnesheconombank)”, and/or Eurasian Development Bank, and/or The Bank of Tokyo-Mitsubishi UFJ, Ltd., and/or European Bank For Reconstruction and Development, and/or Nordea Bank AB, and/or ING Bank N.V., and/or Commerzbank AG, and/or HSBC Holdings plc, and/or Raiffeisen Bank S.A., and/or Standard Bank Group Limited, and/or Sumitomo Mitsui Banking Corporation, and/or UniCredit Group, and/or Bank of America Corporation, and/or Barclays, and/or BNP Paribas, and/or Goldman Sachs, and/or Deutsche Bank, and/or Intesa Sanpaolo, and/or Royal Bank of Scotland, and/or Bank of America Merrill Lynch, and/or Citigroup, and/or China Construction Bank (CCB), and/or UBS, and/or Societe Generale, and/or T. Garanti Bankası A.Ş., and/or Bank of Georgia, and/or Industrial and Commercial Bank of China (ICBC), and/or ICICI Bank, and/or JPMorgan Chase & Co, and/or KfW Bankengruppe, and/or IFC Group, and/or World Bank Group, and/or Morgan Stanley, and/or Amsterdam Trade Bank N.V., and/or Crédit Agricole S.A., and/or CREDIT SUISSE GROUP AG, and/or legal entities that are affiliated to the above listed organizations in accordance with the laws of the countries of registration of the said organizations, for the fulfillment by INTER RAO Credit B.V. of all its payment obligations under the potentially possible external borrowings, as an interested party transaction (transactions) performed in the ordinary course of business, and approval of contract(s) on provision of suretyship for the obligations of INTER RAO Credit B.V. under the credit contract(s), as a related party transaction (a set of interrelated interested party transactions). ................................................................................................................................................................ 188 12.4. Approval of loan agreement(s) made by JSC “INTER RAO UES” (the Lender or the Borrower) and INTER RAO Credit B.V. (the Borrower or the Lender) as a related party transaction(s) performed in the ordinary course of business. ................................................................. 193 12.5. Approval of Guarantee agreement(s) made between JSC “INTER RAO UES” and GPB (OJSC), and/or OJSC “VTB Bank”, and/or VTB Capital plc, and/or OJSC “Sberbank of Russia”, and/or JSB RUSSIA (OJSC), and/or OJSC “ALFA-BANK”, and/or OJSC “TransCreditBank”, and/or JSB “Absolut Bank” (CJSC), and/or OJSC “Sobinbank”, and/or CJSC “EXIM BANK OF RUSSIA”, and/or OJSC “Moscow Credit Bank”, and/or Sviaz-Bank Commercial Bank, Plc., and/or OJSC “JSB ROSBANK”, and/or OJSC “Bank Petrocommerce”, and/or State Corporation “The Bank for Development and Foreign Economic Affairs (Vnesheconombank)”, and/or Eurasian Development Bank, and/or The Bank of Tokyo-Mitsubishi UFJ, Ltd., and/or European Bank For Reconstruction and Development, and/or Nordea Bank AB, and/or Russian Commercial Bank (Cyprus) Limited, and/or ING Bank, a Branch of ING-DiBa AG, and/or ING Bank N.V., and/or Commerzbank AG, and/or HSBC Holdings plc, and/or Raiffeisen Bank S.A., and/or Standard Bank Group Limited, and/or Sumitomo Mitsui Banking Corporation, and/or UniCredit Group, and/or Bank of America Corporation, and/or Barclays, and/or BNP Paribas, and/or Goldman Sachs, and/or Deutsche Bank, and/or Intesa Sanpaolo, and/or Royal Bank of Scotland, and/or Bank of America Merrill Lynch, and/or Citigroup, and/or China Construction Bank (CCB), and/or UBS, and/or Societe Generale, and/or T. Garanti Bankası A.Ş., and/or Bank of Georgia, and/or Industrial and 3 Proxy materials for the Annual General Meeting of Shareholders Commercial Bank of China (ICBC), and/or ICICI Bank, and/or JPMorgan Chase & Co, and/or KfW Bankengruppe, and/or IFC Group, and/or World Bank Group, and/or Morgan Stanley, and/or Amsterdam Trade Bank N.V., and/or Crédit Agricole S.A., and/or CREDIT SUISSE GROUP AG, as well as other legal entities recognized to be affiliated to the above listed organizations in accordance with the laws of the countries of registration of the said organizations, and/or issue of the guarantee (guarantees) of JSC “INTER RAO UES” for the above entities to ensure the fulfillment by INTER RAO Credit B.V. of all payment obligations under the potentially possible external borrowings, for the purpose of financing the purchase of the basic power equipment as part of investment projects of INTER RAO UES Group, on the security of export credit agency (agencies), as an interested party transaction(s) and contract(s) on provision of suretyship for the obligations of INTER RAO Credit B.V. under the potentially possible external debt borrowings for the purposes of financing the purchase of basic power equipment as part of investment projects of INTER RAO UES Group, on the security of export credit agency (agencies), as an interested party transaction (a set of interrelated transactions). ........................................................... 195 12.6. Approval of suretyship contract(s) made by JSC “INTER RAO UES” in order to secure obligations of LLC “INTER RAO Finance” arising in connection with the issue of bonds of LLC “INTER RAO Finance”, and the contract(s) on provision of suretyship for the obligations of LLC “INTER RAO Finance” arising in connection with the issue of bonds of LLC “INTER RAO Finance”, as a related transaction (several interrelated transactions)...................................................................... 200 12.7. Approval of loan agreement(s) made between JSC “INTER RAO UES” (the borrower) and LLC “INTER RAO Finance” (the lender) as a related party transaction (several interrelated transactions). ...............................................................................................................................................................
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