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”,

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)...... 204 12.8. Approval of the electricity purchase and sale transactions between JSC “INTER RAO UES” and AB “INTER RAO Lietuva” as transactions (several inter-related transactions) that might be performed in future in the ordinary course of business of JSC “INTER RAO UES” and that are recognized as related party transactions...... 206 12.9. Approval of the Agreement on Transfer of Rights and Obligations under the Agency Contract No. 0156-AD-01C-10 dated November 01, 2010, between JSC "INTER RAO UES", OJSC “CFR”, OJSC “ATS”, OJSC “SO UES”, Non-Commercial Partnership “Market Council”, and Agreement on Transfer of Rights and Obligations under Power Supply Contracts concluded in pursuance of the Agency Contract between JSC "INTER RAO UES", OJSC “INTER RAO – Electric Power Plants”, OJSC “SO UES”, OJSC “ATS”, Non-Commercial Partnership “Market Council”, as interrelated interested party transactions ...... 209

Proxy materials for the Annual General Meeting of Shareholders

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Open Joint Stock Company «INTER RAO UES» Location: 27/3 Bolshaya Pirogovskaya st., Moscow, Russian Federation, 119435 Dear Shareholders!

Open Joint Stock Company «INTER RAO UES» (hereinafter also referred to as JSC “INTER RAO UES”, Company) is pleased to announce that the Annual General Meeting of Shareholders of the Company will be held on June 25th, 2013 (hereinafter also — the “Meeting”) in the form of a meeting (joint attendance).

Agenda of the meeting :

1. Approval of the Annual Report of the Company. 2. Approval of the Company's annual financial statements, including profit and loss statements (profit and loss accounts). 3. Distribution of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the year 2012. 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. 5. Payment of additional remuneration to the members of the Revision Commission of the Company. 6. Election of members of the Board of Directors of the Company. 7. Election of members of the Audit Commission of the Company. 8. Approval of the Auditor of the Company. 9. Approval of the Charter of the Company in a revised version. 10. Approval of the Regulations on the Board of Directors of the Company. 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". 12. Approval of related-party transactions.

Date of compilation of a list of persons entitled to participate in the meeting (record date) – May 20th, 2013. For participation in the Meeting the shareholder or its representative is required to have a passport or other identity document, and the representative of the shareholder should additionally have a power of attorney executed in accordance with the legislation of the Russian Federation or other document certifying his authority.

Proxy materials for the Annual General Meeting of Shareholders

Venue of the Meeting: Russian Federation, Moscow, Europe square, building 2, Radisson Slavyanskaya Hotel, Conference Hall. Start time of the Meeting - 10:00 am (Moscow time). Registration of shareholders will commence at 8.00 am (Moscow Time) on June 25, 2013 at the venue of the meeting.

The persons entitled to participate in the Meeting may review the foresaid information (reference materials) in the period from June 04, 2013 until June 25, 2013, except the weekends and public holidays, from 10:00 a.m. to 5:00 p.m. (Moscow Time) at the following addresses: - 18 Stromynka Street, Building 13, Moscow, 107996, Russian Federation OJSC "R.O.S.T. Registrar"; - 27 Bolshaya Pirogovskaya Street, Building 3, Moscow, 119435, Russian Federation, JSC "INTER RAO UES" and starting on May 24th, 2013 - at the website of the Company: http://www.interrao.ru.

The indicated information will be available for review of the participants of the Meeting at the venue of its conduct on June 25, 2013 from the moment of the beginning of the registration of the participants of the Meeting up to its closure.

The voting ballots will be sent by registered mail (served against signature) to the persons entitled to participate in the Annual General Meeting of Shareholders of the Company, no later than 4 June, 2013.

Completed voting ballots can be sent to the following addresses: - 18 Stromynka Street, building 13, Moscow, 107996, Russian Federation OJSC "R.O.S.T. Registrar"; - 27 Bolshaya Pirogovskaya st., building 3, Moscow, 119435, Russian Federation, JSC "INTER RAO UES".

In determining quorum and summarizing voting results at the Meeting, the votes represented by voting ballots shall be recorded if received not later than two days before the date of Annual General Meeting of Shareholders.

Board of Directors of JSC “INTER RAO UES”

Proxy materials for the Annual General Meeting of Shareholders

VOTING INFORMATION

№ Item of the agenda Voting order on the items of the agenda 1. Approval of the Annual Report of The decision shall be adopted by a simple majority of the Company votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 2. Approval of the Company's annual The decision shall be adopted by a simple majority of financial statements, including votes - shareholders of the voting shares of the profit and loss statements (profit Company participating in the General Meeting of and loss accounts) Shareholders. 3. Distribution of profits (including The decision shall be adopted by a simple majority of payment (declaration) of dividends) votes - shareholders of the voting shares of the and losses of the Company based on Company participating in the General Meeting of the results of the year 2012 Shareholders. 4. Payment of remuneration to the The decision shall be adopted by a simple majority of members of the Board of Directors - votes - shareholders of the voting shares of the non-governmental officers for Company participating in the General Meeting of serving as members of the Board of Shareholders. Directors, in the amount established by the Company's internal documents 5. Payment of additional remuneration The decision shall be adopted by a simple majority of to the members of the Revision votes - shareholders of the voting shares of the Commission of the Company Company participating in the General Meeting of Shareholders. 6. Election of members of the Board of Cumulative voting. Directors of the Company In the event of cumulative voting, the number of votes held by each shareholder will be multiplied by the number of persons to be elected to the company's Board of Directors. A shareholder (participant of the Meeting) shall be entitled to cast the votes so received for one candidate or distribute them among two or more candidates; or vote “against all the candidates” or “abstain from all the candidates” leaving only the chosen voting option uncrossed. A fractional part of the vote resulting from the multiplication of the number of votes held by the shareholder owning the fractional share by the number of persons to be elected to the company's board of directors may be cast for one candidate only. Elected to the Board of Directors (Supervisory Board) shall be the candidates with the highest number of

Proxy materials for the Annual General Meeting of Shareholders

votes.

7. Election of members of the Revision The decision shall be adopted by a simple majority of Commission of the Company votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. Elected to the Board of Directors (Supervisory Board) shall be the candidates with the highest number of votes. 8. Approval of the Auditor of the The decision shall be adopted by a simple majority of Company votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 9. Approval of the Charter of the The decision shall be adopted by a three-fourths (3/4) Company in a revised version majority vote of the shareholders - shareholders of voting shares participating in the meeting.

10. Approval of the Regulations on the The decision shall be adopted by a simple majority of Board of Directors of the Company votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 11. Determination of the price The decision shall be adopted by a majority vote of all (pecuniary valuation) of services non-interested in the transaction shareholders - acquired by INTER RAO UES under owners of voting shares. the Directors and Officers Liability Insurance Policy to be executed between INTER RAO UES and JSC "SOGAZ" 12. Approval of related-party The decision shall be adopted by a majority vote of all transactions non-interested in the transaction shareholders - owners of voting shares.

Proxy materials for the Annual General Meeting of Shareholders

1. Approval of the Annual Report of the Company

Annual Report is a document annually submitted by the Company to the Annual General Meeting of Shareholders for consideration; it includes a report on major results achieved by the Company in the past year. Annual report is one of the most important public documents of a Company as it is one of the major instruments of communication between the company and the shareholders, investors and other interested parties Annual Report of JSC “INTER RAO UES” for 2012 was prepared in compliance with the requirements specified by the legislation of the Russian Federation, as well as corporate standards of the Company, and includes information on JSC “INTER RAO UES” and the results of its activity for the year under review and prospects of the Company’s further development. The Company’s Annual Report for 2012 has been pre-approved by the Company’s Board of Directors at the meeting in person on May 16, 2013 (Minutes #92) . The draft of the Company’s Annual Report for 2012 is available on the Company’s website: http://www.interrao.ru/investors/meetings/AGSM2013

Annual General Meeting of Shareholders is proposed to adopt the following resolution:

Approve the Annual Report of the Company for 2012.

Proxy materials for the Annual General Meeting of Shareholders

2. Approval of the Company's annual financial statements, including profit and loss statements (profit and loss accounts)

Prepared in accordance with the Federal Law № 402-FZ of 06.12.2011 "On Accounting" annual financial statements of JSC "INTER RAO UES" for 2012 and the auditor's report confirming the reliability of the financial statements of an entity are presented on page http://www.interrao.ru/investors/meetings/AGSM2013 Financial Statements of the Company for 2012 were reviewed by the Board of Directors of the Company at the meeting in person on May 16, 2013 (Minutes #92). In the statements of JSC “INTER RAO UES” recorded the production indicators of Sochinskaya TPS, Kaliningradskaya TEC 2 and North-West Thermal Power Plant owned by JSC "INTER RAO – Electric Power Plants" and transferred under the lease agreements to JSC “INTER RAO UES” in the period from January 1, 2012 to March 1, 2012, and also Ivanovo Thermal-Gas Plants - from January 1, 2012 to December 31, 2012. Total production indicators considering the activities of INTER RAO - Electric Power Plants, OJSC are comparable with the previous reporting period and correspond to planned reduction of production outputs on the back of industry-wide fall in electric energy prices.

Indicator 12 months, 2012 12 months, 2011 Change,%

Proceeds 42,7 73,4 -41,8%

Cost 35,2 60,8 -42,1%

Gross profit 7,5 12,6 -40,5%

Profit (loss) from sales -1,1 2,1 -

Net loss 14,4 143,1 -

As of December 31, As of December 31, 2012 2011

Unallocated assets 444,7 357,3 24,5%

Total capital stock: 384,0 314,1 22,3%

Credits and loans 14,2 18,3 -22,4%

Proxy materials for the Annual General Meeting of Shareholders

Net debt -0,8 7,4 -

* - in billion RUB, unless otherwise specified

** - Net debt indicator is calculated as follows: Short-term credits and loans plus Long-term credits and loans minus Monetary funds and the equivalents minus Short-term financial investments

The dynamics of main financial results of the company is significantly influenced by the following factors: - Taking measures on optimization of system controlling generating assets, namely a transfer of branches Sochinskaya TPS, Kaliningradskaya TEC 2 and North-West Thermal Power Plant in 100% subsidiary JSC “INTER RAO - Electric Power Plants”. Since March 1, 2012 operating activity of these branches is considered on the balance of INTER RAO - Electric Power Plants, OJSC. As of December 31, 2012 on the balance of JSC “INTER RAO UES” only financial indicators of Ivanovo Thermal-Gas Plants is considered in full volume. - Obtaining incomes from distribution of minority stakes of energy companies within the frames of optimization of energy assets holding structure (JSC "OGK-1", JSC "OGK-3", JSC “Enel OGK-5”, JSC “PSK”, JSC “E.ON Rossiya”, JSC “Eniseyskaya TGK”, JSC “Kuzbassenergo”, etc.) - Receiving dividents from participation in other entities - Decrease of amounts of export and import transactions in connection with adverse conjuncture of western markets, the market of Finland in particular (Nord Pool). According to RAS statements the revenue of JSC “INTER RAO UES” for 12 months of 2012 has amounted for 42.7 bln RUB that 30.7 bln less (-41.8%) than for the same period of the last year. The amount received from electric energy amounted for 25.6 bln rubles that is 11.3 bln rubles less (-30.7%) than for the same indicator for 2011. The lowering of revenues is principally conditional on decrease of spot prices in the market of Finland (Nord Pool). Alongside with it in the markets of Belorussia, Kazakhstan, Ukraine and other traditional directions of export the revenues from electric energy export have grown in total of 2.5 bln rubles (+26.7%) and amounted for 12.0 bln rubles according to results of 12 months of 2012. The information of volumes of export and import of electric energy on 2012 is placed on the website of JSC “INTER RAO UES”. Thus, ratio of shares of revenue obtained from electric energy export sales and domestic sales amounted for 60.6% to 39.4% correspondingly, against 51.1% to 48.9% for 12 months of the last year. The decrease in import deliveries in 2012 by 24% and lack of transactions with non- regulated bilateral agreements influenced the decrease in electric energy and capacity distribution in the domestic market by 18.6 bln rubles (52.8%) to 16.7 bln rubles apart from transfer from the balance of the company of the main production subsidiaries. The cost of distributed products for the reporting period has fallen down by 25.6 bln rubles (42.1%) to 35.2 bln rubles.

Proxy materials for the Annual General Meeting of Shareholders

As a result the amount of gross profit obtained for 12 months of 2012 amounted for 7.5 bln rubles (decrease by 5.1 bln rubles or 40.5%). Decrease in business expenses by 2.5 bln RUB (37.5%) to 4.2 bln rubles is conditional on reducing costs for payment of infrastructure services of Federal Grid Company in view of reducing volumes of electric energy exported and also lack of business expenses on distribution activity in 2012 that is connected to its transfer to 100% daughter INTER RAO – Orel energy Total dividends from participation in other organizations has increased by 1.2 bln RUB (by 89.9%) to 2.6 bln RUB against 1.4 bln rubles following the results of 2011. Dividends were received in general from distribution companies of the Group and RAO Nordic Oy, and also on minority stakes obtained in 2011 within the frames of additional emission of JSC "INTEК RAO UES". Interests receivable for 12 months of 2012 have increased by 0.5 bln RUB (by 36.5%) and amounted for 1.7 bln RUB that is mostly conditional on increase in amounts of placing temporarily surplus funds on deposits in credit organizations. Expenses on interests payable for 12 months of 2012 have grown by 0.2 bln RUB (10.3%) and amounted for 1.9 bln RUB. Without taking into account the lump-sum write-off of 0.5 bln rubles as interests paid in result of termination of obligations of JSC “INTER RAO UES” for the amount of 17.1 bln RUB to JSC "INTER RAO Capital" under the debt transfer agreement for constructing the second power unit of Kaliningradskaya TEC 2 following the results of 12 months of 2012 the amount of interest expenses has decreased by 0.3 bln RUB (17.7%) to 1.4 bln rubles that was caused by planned and early partial repayment of debt portfolio. The growth of other expenses in connection with re-evaluation of financial assets conducted at the end of the reporting period influenced the financial results of JSC “INTER RAO UES” activity. The Company suffered loss prior taxation in the amount of 9.8 bln RUB against the loss prior taxation in the amount of 150.4 bln RUB for 2011. The net loss following results of 2012 amounted 14.4 bln RUB against the same indicator for the last year in the amount of 143.1 bln RUB. In the course of additional issuance of shares in 2011 a number of energy assets and minority share fractions of the energy companies was acquired. In connection with a considerable reduction of stock quotations of energy companies, including those which are on the balance of JSC "INTER RAO Capital", in 2012 there was an impairment of quoted and non- quoted investments in the amount of 14.7 bln RUB. The same indicator in 2011 was 151.8 bln RUB. Without taking in account reevaluations the profit prior taxation was 4.9 bln RUB against 1.4 bln rubles on results of 2011. It is essential to point out, following the results of 2012 JSC "INTER RAO UES" received positive financial result on currency hedging transactions and foreign currency purchase and sale transactions on total amount of 0.7 bln RUB (0.3 bln RUB in 2011). Balance Sheet Total assets of JSC “INTER RAO UES” as of December 31, 2012 have increased by 87.4 bln rubles (+24.5%) to 444.7 bln rubles. Main factors influenced the growth were transformation through merger of JSC “OGK-1” and JSC “OGK-3” to JSC “INTER RAO UES” on October 1, 2012 and JSC Bashenergoaktiv on November 2012 correspondingly. 12

Proxy materials for the Annual General Meeting of Shareholders

Non-current assets for 2012 has increased by 86.6 bln rubles (30.6%) and amounted for 369.3 bln RUB at the end of the reporting period. Fixed assets have decreased by 25.3 bln RUB (- 88.6%) due to the transfer of fixed assets of production subsidiaries to JSC “INTER RAO - Electric Power Plants”. Long-term investments have gone up by 93.8 bln RUB (+38.9%) that is conditional on entering to JSC "INTER RAO UES" shares after reorganization of such companies as JSC Bashkir Generating Company and other companies for the amount 170.9 bln rubles and cancelation of shares of JSC “OGK-1”, JSC “OGK-3” and JSC Bashkirenergo for the amount of 84.2 bln RUB. Current assets of JSC “INTER RAO UES” as of December 31, 2012 have increased by 0.8 bln rubles (+1.1%) to 75.3 bln RUB for 2012. Total scope of obligations (except for loans/credits received) for the reporting period amounted for 46.5 bln RUB. Debt load compared to the beginning of 2012 has decreased by 4.1 bln rubles (22.4%) that is due to planned and early partial repayment of the principal debt. The ratio of long-term and short-term parts of borrowed funds was 98.1% to 1.9% at the beginning of the year and 77.2 to 22.8% at the end of the year. Capital and reserves of the Company for the reporting period has increased by 69.9 bln RUB (+22.3%) that is due to the two main factors: the loss suffered following results of 2012 amounted 14.4 bln RUB and effect caused by reflecting in record of reorganizations in form of merger. On the 1st of October 2012 there was a merger of JSC "OGK-1" and JSC "OGK-3" to JSC “INTER RAO UES”. In case if arithmetic sum of authorized capitals of the companies reorganized before the merger is more than the authorized capital of the merged company after reorganization the difference between merged net assets and the amount of additional emission of the merging company is referred to undistributed profits. This amount has accounted for 63.6 bln RUB. Additional emission for merging purposes was 18.6 bln RUB. On the 7th of November 2012 there was a merger of JSC Bashkirenergo to JSC “INTER RAO UES”. In case if arithmetic sum of authorized capitals of the companies reorganized before the merger is less than the authorized capital of the merged company after reorganization the difference between merged net assets and the amount of additional emission of the merging company is referred to additional capital. This amount has accounted for 0.3 bln RUB Additional emission for merging purposes was 1.7 bln RUB. Annual General Meeting of Shareholders is proposed to adopt the following resolution:

Approve the Company's annual financial statements, including profit and loss statements (profit and loss accounts).

Proxy materials for the Annual General Meeting of Shareholders

3. Distribution of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the year 2012

In accordance with paragraph 3, Art. 42 of the Federal Law "On Joint Stock Companies", the decision on payment (declaration) of dividends, including decisions on the amount and form of payment for the shares of each category (type) shall be adopted by the General Meeting of Shareholders. In accordance with paragraph 2, Art. 42 of the Federal Law On Joint Stock Companies and Dividend policy regulation of JSC “INTER RAO UES” (clauses 3.1 and 3.2) approved by the Board of Directors of JSC “INTER RAO UES” (Minutes No. 41 dated May 03, 2011). - The source of dividend payments is profit of the Company after taxation (net profit of the Company), defined according to the Company's accounting (financial) statements prepared in accordance with the requirements of the RAS. - The amount of funds allocated for dividends may not exceed the net profit of the Company, defined according to the accounting (financial) statements prepared in accordance with the RAS. According to the above and to the fact that by the results of the year 2012, the Company suffered a net loss of 14.36 billion RUB, JSC “INTER RAO UES” has no right to pay dividends by the results of 2012. Annual General Meeting of Shareholders is proposed to adopt the following resolutions: 3.1. Not to distribute the net profit of JSC “INTER RAO UES” by the results of financial year 2012 due to the net loss of 14,360,641 thousand RUB suffered. 3.2. Not to pay dividends on common shares of JSC “INTER RAO UES” by the results of financial year 2012.

Proxy materials for the Annual General Meeting of Shareholders

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

Members of the Board of Directors are entitled to receive remuneration for serving in the Board in the amount set forth in the Regulations on Payment of the Remuneration and Compensations to the Members of the Board of Directors, approved by the Annual General Meeting of Shareholders on June 25, 2012 (Minutes #12 as of 06/27/2012), hereinafter – Regulations.

In accordance with clause 2.1 of the Regulations the amount of the stated above remuneration is calculated in accordance with the following formula:

where: Rbm – size of remuneration of the Board’s member; Rbase – basic part of the remuneration determined in accordance with the Regulations; j – number of the Board of Directors meetings (by absentee voting and in person), in which the member of the Board of Directors participated; m – total number of the Board of Directors meetings (by absentee voting and in person), held during the period from the date of the previous Annual General Meeting of Shareholders to to the date of the Annual General Meeting of Shareholders, which elected a new Board of Directors; n – number of the Board of Directors meetings held in person, in which the member of the Board of Directors participated; k – total number of the Board of Directors meetings held in person in the period from the date of the previous Annual General Meeting of Shareholders to the date of the Annual General Meeting of Shareholders, which elected a new Board of Directors (for k> 0) T – number of full calendar months of serving in the Board of Directors (since election and up to the date of termination of office by a decision of the General Meeting of Shareholders). According to the paragraph 2.2 of the Regulations, basic part of the remuneration is 3 million RUB. In accordance with the formula, size of the remuneration of each member of the Board of Directors depends on the number of Board’s meetings in which the memeber took part, as well as on the form of such meetings (by absebtee voting or in person). In the event that a member of the Board of Directors did not take part in any meeting held in person, the amount of remuneration will amount to 2.1 million RUB. Remuneration of the Chairman of the Board of Directors is increased by 30%, and the maximum size of the remuneration of the Chairman may be 3, 9 mln RUB.

Proxy materials for the Annual General Meeting of Shareholders

The maximum size of remuneration of a member of the Board of Directors, who simultaneously chairs the Committee of the Board of Directors - is increased by 15% and may reach 3.45 million rubles. The maximum size of remuneration of a member of the Board of Directors, who is simultaneously a member of the Committee of the Board of Directors - is increased by 10% and may reach 3.3 mlnRUB. In the event that a member of the Board of Directors is also a member (Chairman) of several Board’s Committees, allowances are added. As at the date of preparation of these materials, corporate year is not complete, accurate calculation of the amount of remuneration to be paid, can not be represented. Calculation and payment will be made in accordance with par. 2.5 of the Regulations no later than 1 calendar month from the date of the Annual General Meeting of Shareholders.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: Perform 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 and in time established by the Company's internal documents

Proxy materials for the Annual General Meeting of Shareholders

5. Payment of additional remuneration to the members of the Revision Commission of the Company

Under subclause 21 of cl. 10.1, Art. 10 of the Company’s Charter, payment of remuneration to the members of the Revision Commission of the Company falls within the competence of the General Meeting of Shareholders. In accordance with cl. 3.1. of the Regulations on Payment of Remuneration and Compensations to the Members of the Revision Commission of JSC “INTER RAO UES” (hereinafter referred to as the Regulations), a member of the Revision Commission of the Company is paid a lump-sum remuneration for the participation in the audit (revision) of financial and economic activities, in the amount equivalent to 5 minimum first class worker monthly salary rate as specified in the sectoral tariff agreement in the electric power complex of the Russian Federation (hereinafter referred to as the Agreement) during the period of the audit (revision), with due regard for the indexation specified in the Agreement, within a week from the submission of the report on the audit (revision) results. In 2012 the amount of such remuneration is 4,759 RUB. According to cl. 3.2. and cl. 3.3. of the Regulations, for each audit (revision) of financial and economic activities of the Company implemented, the members of the Revision Commission of the Company may be paid addiotional remuneration in the amount not exceeding 20 times minimum first class worker monthly salary rate stipulated for in the Agreement with due regard for the indexation. This being said, the amount of remuneration paid to the Chairman of the Revision Commission of the Company increases by 50 %. The Company’s Board of Directors has recommended to the Annual General Meeting of Shareholders at the meeting held on May 16, 2013 in person to take a positive decision on the matter.

Annual General Meeting of Shareholders is proposed to adopt the following resolution:

In accordance with the Regulations on Payment of Remuneration and Compensations to the Members of the Revision Commission of JSC “INTER RAO UES”, within a period not exceeding 1 calendar month from the date of this decision, to pay the members of the Revision Commission of JSC “INTER RAO UES” additional remuneration for the audit of financial and economic activities of JSC “INTER RAO UES” conducted following the results of 2012, in the following amounts: - Chairman of the Revision Commission – 142,770 RUB; - members of the Revision Commission – 95,180 RUB each.

Proxy materials for the Annual General Meeting of Shareholders

6. Election of members of the Board of Directors of the Company

In conformity with the paragraph 1 of Art. 53 of the Federal Law "On Joint Stock Companies" and the paragraph 13.1 of Article 13 of the Charter of JSC “INTER RAO UES”, the shareholders (shareholder) holding in the aggregate not less than 2% of the voting shares of the Company have a right, within 60 days on completion of the financial year, to submit issues on the agenda of the annual general meeting of shareholders and to nominate candidates for the Board of Directors of the Company and the Revision Commission of the Company. As of March 1, 2013 the Company received the proposal of the Federal Property Agency to put issues on the agenda and to nominate 7 candidates to the management and control bodies of JSC INTER RAO UES from the following shareholders:

(1) The Russian Federation represented by the Federal Agency for State Property Manegement (Rosimushchestvo), which owns 13.7641% of the voting shares of the Company. (2) Open Joint Stock Company Mining and Metallurgical Company Norilsk Nickel, which owns 10.9678% of voting shares of the Company. (3) Open Joint Stock Company Federal Grid Company of the Unified Energy System, which owns 14.0749% of voting shares of the Company. (4) Joint Stock Company Atomic Energy Power Corporation (AEP), which owns 7.8473% of voting shares of the Company. (5) The State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank), which holds 5.107% of voting shares of the Company. (6) Closed Joint Stock Company Lider, the trustee of 2.4162% of voting shares of the Company. (7) Closed Joint Stock Company INTER RAO Capital, which owns 13.6066% of voting shares of the Company.

Information on the candidates to the Company’s Board of Directors is available on the Company’s website: http://www.interrao.ru/investors/meetings/AGSM2013

On March 6, 2013 the Board of Directors of the Company has included in the list of candidates for election to the Board of Directors of JSC "INTER RAO UES" the following persons (Minutes # 88 as of March 11, 2013):

Proxy materials for the Annual General Meeting of Shareholders

№ Candidate proposed by Position, work place of the candidate proposed by Full name/name of shareholder, which proposed the Presence/

the shareholder for the shareholder for inclusion in the voting list for candidate for inclusion in the voting list for election absence

п inclusion in the voting election to the Board of Directors of the Company to the Board of Directors of the Company of the / list for election to the (as of the date of nomination) consent for п Board of Directors of the election Company

1. Oleg M. Budargin Chairman of the Management Board of Joint-Stock Federal Agency for State Property Management Company "Federal Grid Company of Unified (Rosimushchestvo);  Energy System" Joint-Stock Company "Federal Grid Company of

Unified Energy System"

2. Anatoly A. Gavrilenko General Director of CJSC "Lider" Closed Joint Stock Company Lider 

3. Vladimir A. Dmitriev Chairman of State Corporation "Bank for State Corporation "Bank for Development and Development and Foreign Economic Affairs Foreign Economic Affairs (Vnesheconombank)"  (Vnesheconombank)" 4. Vladimir L. Kvint Head of Chair of Financial Strategy in the Moscow Closed Joint Stock Company Lider Economics School at M.V. Lomonosov Moscow  State University 5. Boris Yu. Kovalchuk Chairman of the Management Board of JSC “INTER Federal Agency for State Property Management  RAO UES” (Rosimushchestvo);

6. Vyacheslav M. Chairman of the Management Board of Non- Federal Agency for State Property Management  Kravchenko commercial Partnership "Market Council" (Rosimushchestvo); State Corporation "Bank for Development and 19

Proxy materials for the Annual General Meeting of Shareholders

Foreign Economic Affairs (Vnesheconombank)" 7. Alexander M. Lokshin First Deputy Director General for operations Joint Stock Company Atomic Energy Power management of State Atomic Energy Corporation Corporation (AEP)  "Rosatom" 8. Alexey V. Nuzhdov Deputy Director General for investments and Closed Joint Stock Company Lider  relations with public authorities of CJSC "Leader" 9. Vladimir O. Potanin General Director and Chairman of the Open Joint Stock Company Mining and Metallurgical  Management Board of OJSC MMC Norilsk Nickel Company Norilsk Nickel 10. Riccardo Puliti Managing Director, Head of Energy and Natural Open Joint Stock Company Mining and Metallurgical Resources European Bank for Reconstruction and Company Norilsk Nickel  Development (EBRD) 11. Ronald (Ron) J. Pollett Joint-Stock Company "Federal Grid Company of President & CEO, GE in Russia & CIS  Unified Energy System" 12. Kirill G. Seleznyov Member of the Management Board, Head of the Joint Stock Company Atomic Energy Power Department for Marketing, Gas and Liquid Corporation (AEP)  Hydrocarbons Processing of JSC "Gazprom" 13. Igor I. Sechin President, Chairman of the Management Board of Closed Joint Stock Company «*INTER RAO Capital»  Rosneft 14. Denis V. Fedorov Head of Electric Power Sector Development and Joint Stock Company Atomic Energy Power Marketing in the Department for Marketing, Gas Corporation (AEP) and Liquid Hydrocarbons Processing of JSC "GAZPROM", General Director of Joint Stock  Company «Centerenergyholding», General Director of Limited Liability Company «Gazprom Energoholding» 15. Dmitry E. Shugaev Deputy General Director of the Russian Joint Stock Company Atomic Energy Power  Technologies State Corporation Corporation (AEP)

Proxy materials for the Annual General Meeting of Shareholders

On March 29, 2013 the HR and Remuneration Committee of the Board of Directors of JSC "INTER RAO UES" performed preliminary assesment of the candidates’ compliance with the criteria for selection of candidates to the Board of Directors of the Company, approved by the Human Resources and Remuneration Committee of JSC “INTER RAO UES” on 10/31/2012 (Minutes No. 38).

Assesment of candidates for the Board of Directors is listed below.

Budargin Oleg Mikhailovich First elected to the Board of Directors of the Company on 08/31/2011 Year of birth: 1960

Chairman of the Board, Member of the Board of Directors of JSC “Federal Grid Company of Unified Energy System” (JSC “FGC UES”). From 1984 to 2000 at various times Mr. Budargin worked at the Norilsk Mining and Metallurgical Combine, where he rose from a control master to the Deputy Director of Human Resources. During his work as the head of Norilsk city and then as the Governor of the Taimyr (Dolgan-Nenetsk) Autonomous District (2000–2007), the income of state employees increased almost three times, the trade turnover doubled, and the level of community medicine significantly increased. After consolidation in 2007 of the Taimyr Region with Evenk Autonomous Region and the Krasnoyarsk Territory in one region of the Russian Federation, Oleg Budargin was appointed the Plenipotentiary Representative of the President of the Russian Federation in the Siberian Federal District, and he held this position till transfer to JSC “FGC UES” in 2009. Currently he is the chairman of the board of several major energy companies, such as Open Joint Stock Company for Energy and Electrification of Kuban. Since 2011 Budargin Oleg Mikhailovich is the member of the Supervisory Board of Open Joint Stock Company “Russian Regional Development Bank”. 21

Proxy materials for the Annual General Meeting of Shareholders

Education, skills and professional experience: Higher professional education: In 1982, Mr. Budargin graduated with honors from Norilsk Industrial Institute, specialty "Industrial and civil construction", qualification: civil engineer.

Specialization in electric energy sector, strategic management: Mr. Budargin is the member of the Presidential Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security, and he is the member of the Non-Profit Partnership "The Association of Solar Energy Enterprises". In 2012, by the Russian Federation Presidential Decree No. 859 of 06/15/ 2012 he was awarded the title "Honored Power Engineer of the Russian Federation". He was decorated with the Order of Honor, the Order "For Merits before the Fatherland" II degree, with a number of other decorations.

Specialization in the financial sphere: The Candidate of Economic Sciences. In 2005, Oleg Budargin was awarded the commendation of the President of the Russian Federation for his merits in the social and economic development of the Taimyr (Dolgan-Nenetsk) Autonomous District.

Experience in the boards of directors or senior positions of other joint stock companies, which stocks are included in the quotation list of organized trading facilities (exchanges), including international companies: Oleg Budargin is the Head of the Boards of Directors of the following public energy companies: Open Joint Stock Company Interregional Distribution Grid Company of Siberia, Open Joint Stock Company “Moscow United Electric Grid Company”. He is the member of the Board of Directors of JSC “INTER RAO UES” and the Chairman of the Management Board of Open Joint Stock Company “Interregional Distribution Grid Companies Holding”. Since 2009, he is the Head of JSC “Federal Grid Company of Unified Energy System”.

As of the date of the candidate’s assessment on the independence criteria, approved by the Human Resources and Remuneration Committee of the Board of Directors of JSC “INTER RAO UES”, No. 38 of 10/31/2012, Mr. Budargin participates together with another member of the Board of Directors of JSC “INTER RAO UES” in the boards of directors of other companies, the total amount of transactions between JSC “FGC UES”

Proxy materials for the Annual General Meeting of Shareholders

and JSC “INTER RAO UES” in 2011 constituted more than 10% of the book value of JSC “INTER RAO UES” assets, as well as Oleg Budargin is the representative of the major shareholder and the representative of the Russian Federation, he cannot be considered an independent director. If elected to the Board of Directors of JSC “INTER RAO UES”, Budargin Oleg Mikhailovich will be recognized as non-executive director.

Gavrilenko Anatoly Anatolyevich 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).

Proxy materials for the Annual General Meeting of Shareholders

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) OJSC “Gazprombank”; 4) OJSC “SIBUR Holding”; 5) OJSC “OGK-2”; 6) OJSC “TGC-1”.

As of the date of the candidate’s assessment on the independence criteria, approved by the Human Resources and Remuneration Committee of the Board of Directors of JSC «INTER RAO UES», No. 38 of 10/31/2012, A. A. Gavrilenko participates together with another member of the Board of Directors of JSC «INTER RAO UES» in the boards of directors of other companies, he cannot be considered an independent director. In case, A. A. Gavrilenko does not participate together with another member of the Board of Directors of JSC «INTER RAO UES» in the management bodies of other companies after the general meeting of shareholders, the stated candidate can be considered an independent director. Otherwise, Gavrilenko Anatoly Anatolyevich will be recognized as non-executive director.

Dmitriev Vladimir Alexandrovich

Proxy materials for the Annual General Meeting of Shareholders

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.

Proxy materials for the Annual General Meeting of Shareholders

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 of the date of the candidate’s assessment on the independence criteria, approved by the Human Resources and Remuneration Committee of the Board of Directors of JSC «INTER RAO UES», No. 38 of 10/31/2012, the total amount of transactions between Vneshekonombank and JSC «INTER RAO UES» in 2010 constituted more than 10% of the book value of JSC «INTER RAO UES», he cannot be considered an independent director. V. A. Dmitriev together with another member of the Board of Directors of JSC «INTER RAO UES», B. Yu. Kovalchuk, is the member of the Board 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". However, because the stated institutions are non-profit organizations, this fact is not taken into account in the independence determining of a candidate. If elected, Dmitriev Vladimir Alexandrovich will be recognized as non-executive director.

Kvint Vladimir Lvovich

Year of birth: 1949

Proxy materials for the Annual General Meeting of Shareholders

Head of Financial Strategy Department of the Moscow School of Economics, Lomonosov Moscow State University. Professor of International Business at LaSalle University's School of Business (Pennsylvania, USA). Author of 23 books and more than 350 research articles. He is regularly published in academic journals, leading USA business magazine Forbes Magazine, Harvard University Magazine Harvard Business Review and others. Academician V. L. Kvint was a Professor at the American University Kogod School of Business in the capital of the USA Washington, D.C. in 2004–2007, Professor of Management Systems and International Business at the Fordham Graduate School of Business in New York in 1990– 2004, and simultaneously a Professor of Business Strategy in the New York University Stern School of Business in 1995–2000. In 1989–1990, he was a Professor of Economic Policy in the Vienna Economic University, Austria. Kvint is a Member of the Business Council for International Understanding (BCIU), New York since 2000, Fellow of International Academy of Regional Development and Cooperation since 2001, and Fellow of the Russian Academy of Natural Sciences since 1994. In 2006, Dr. Kvint was awarded with the “Order of Friendship”, presented by the President of the Russian Federation Vladimir Putin.

Education, skills and professional experience:

Higher professional education: Graduated with honours from the Krasnoyarsk Institute of Nonferrous Metal under the specialty “Mining electrification and automatization” in 1972. Qualification: mining electrical engineer. Foreign Member of the Russian Academy of Sciences.

Experience in financial area: Doctor of Economics. In 1989, USSR State Committee on public education awarded an academic title of Professor of Political Economy to the V. Kvint. In addition, he is a Member of the Bretton Woods Committee that performs a monitoring of the World Bank, the International Monetary Fund and the World Trade Organization. Kvint received the Senator Fulbright Programme Award in economics from the U.S. Department of State in 2001, as well as the title of Honorary Professor of Economics from the Atyrau Institute of Oil and Gas (Kazakhstan, 2006) and the Saint Petersburg University of Management and Economics (2006).

Experience in strategic management area:

Proxy materials for the Annual General Meeting of Shareholders

Academician V. L. Kvint worked as a Professor of Business Strategy in the Stern School of Business of the New York University in 1995–2000. V. L. Kvint is a founder of the Theory of the Global Emerging Market that is widely acknowledged in the world, the author of this term and the writer of the first monograph in this area “The Global Emerging Market in Transition" that is published by the Fordham University Press, New York in 1999.

Since Mr. Kvint is an employee of the state higher educational establishment that is partially funded from the state budget, he is indirectly connected with a Government as a major shareholder of the Company. This proviso is not essential and cannot be used as a restriction for the candidate declaration as a non-executive director. JSC «INTER RAO UES» does not have reasons to suppose that this candidate position regarding the competence of the Company’s Board of Directors will not be independent or that he acts for the benefit of specific shareholder (group of shareholders) or specific parties concerned.

Taking into account all mentioned above, V. L. Kvint meets independence criteria approved by the Human Resources and Compensation Committee of the Board of Director of JSC «INTER RAO UES» on 31.10.2012 No. 38. If Kvint Vladimir Lvovich does not participate in the management bodies of other company together with other member of JSC «INTER RAO UES» Board of Directors after the General Meeting of Shareholders, he can be declared as a non-executive director.

Kovalchuk Boris Yuryevich

First elected to the Board of the Directors of the Company on 25.06.2009.

Year of birth: 1977

Chairman of the Management Board of JSC «INTER RAO UES».

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 UES» in 2010 and simultaneously is a member of the Board of Directors. In 2006– 28

Proxy materials for the Annual General Meeting of Shareholders

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: Kovalchuk chairs the Boards of Directors of JSC Mosenergosbyt and is a Member of the Board of Directors of the following large public energy companies: JSC FGC UES, JSC RusHydro, JSC Irkutskenergo, and JSC «INTER RAO UES». He also was the Chairman of the Board of Directors of JSC Tambov Power Supply Company and the Member of the Board of Directors of JSC Saratovenergo, JSC OGK-1, and JSC OGK-3.

Proxy materials for the Annual General Meeting of Shareholders

Since Boris Yu. Kovalchuk occupies the position of the Chairman of the Management Board of JSC «INTER RAO UES» at the date of assesment of the candidate’s independence according to the criteria approved by the Human Resources and Compensation Committee of the Board of Director of JSC «INTER RAO UES» on 31.10.2012 No. 38, he cannot be recognized an independent director.

If Kovalchuk Boris Yuryevich is selected as a member of the Board of the Directors of JSC «INTER RAO UES», he will be recognized as an executive director.

Kravchenko Vyacheslav Mikhailovich

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

Year of birth: 1967

President & CEO of the NP Market Council.

A respected specialist in electrical power engineering. Mr. Kravchenko has the working experience in civil service and in commercial organizations in power generation sector. From 1993 to 1998, he held different positions in JSC Russian Energy Company. In 1998–2001 – Head of Compliance Office in the Federal Energy Commission of the Russian Federation. In 2001–2004, he was the Head of the Natural Monopoly Restructuring Department of the Ministry of Economic Development and Trade of the Russian Federation. From 2004 to 2008, he worked in the Ministry of Industry and Energy of Russia. Last position held – Director of the Electric Energy Department. From 2008 to 2010, he was the Director General of RN-Energo Co Ltd. From 2010 to 2012, Vyacheslav Mikhailovich held the position of the Director General of the Open Joint Stock Society United Energy Supply Company. Since 2012, he has been the President & CEO of the NP Market Council, President & CEO of the OJSC Trading System Administrator.

Education, skills and relevant experience:

Proxy materials for the Annual General Meeting of Shareholders

Higher professional education: 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 Board of Directors of the following large public energy companies: Open Joint Stock Company Interregional Distribution Grid Companies Holding, Open Joint Stock Company Federal Grid Company of Unified Energy System, Open Joint Stock Company INTER RAO UES. Mr. Kravchenko was the member of the Board of Directors of JSC Tambov Energy Supply Company, JSC “Saratovenergo”, and JSC “Mosenergosbyt”. As of the date of candidate’s assessment on the independence criteria, approved by the Human Resources and Compensation Committee of the Board of Directors of JSC «INTER RAO UES» of October 31, 2012 No. 38, V. M. Kravchenko is the member of the Board of Directors in other organizations, so he cannot be recognized as an independent director. In case he is elected as a member of the Board of Directors of JSC «INTER RAO UES», Kravchenko Vyacheslav Mikhailovich will be recognized as a non-executive director.

Proxy materials for the Annual General Meeting of Shareholders

Lokshin Aleksander Markovich

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

Year of birth: 1957

Member of the Board of Directors, First Deputy Director General in charge of operation administration of the Russian Federal Atomic Energy Agency Rosatom. Beginning from 1980 all work activities of Aleksander Markovich are concentrated in energy area. In 1980, he was appointed the engineer in Smolensk NPS, where he held different positions, the last of which was the post of the shift supervisor of the first order. From 1996 to 2010, he held management positions in the Federal State Unitary Enterprise Rosenergoatom. In 2010, he started working in State Atomic Energy Corporation Rosatom. 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: Professional Atomic Engineering. Honored power engineer of the Russian Federation.

In 1996–1998 – Deputy Director of the Directorate-General, Deputy Director of the Commerce Department, Head of the Information and Analytical Department in Rosenergoatom (Moscow). In 1998–2001 – First Deputy Director of Marketing, Economics and Commerce in Rosenergoatom. In 2001–2006 – Acting Director, Director, Deputy Director General of Rosenergoatom, Branch Director of Smolensk Nuclear Power Station of Rosenergoatom. In 2006–2008 – First Deputy Director General, Acting Director General of the Russian Federal Atomic 32

Proxy materials for the Annual General Meeting of Shareholders

Energy Agency Rosenergoatom. From June 2008 to January 2010 – Deputy Director General of the State Atomic Energy Corporation Rosatom. Since 2010 – Deputy Director General – Director of the Atomic Energy Complex Directorate of the State Atomic Energy Corporation Rosatom. From April 2011 to November 2012 – First Deputy Director General – Director of the Atomic Energy Complex Directorate. Since November 2012 – First Deputy Director in charge of operation administration.

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: Since 2010 Aleksandr Markovich has been the member of the Board of Directors of JSC «INTER RAO UES». As of the date of candidate’s assessment on the independence criteria, approved by the Human Resources and Compensation Committee of the Board of Directors of JSC «INTER RAO UES» of October 31, 2012 No. 38, A. M. Lokshin is the representative of the major shareholder, so he cannot be recognized as an independent director. In case he is elected as a member of the Board of Directors of JSC «INTER RAO UES», Lokshin Aleksander Markovich will be recognized as a non-executive director.

Nuzhdov Aleksey Viktorovich

Year of birth: 1968

Deputy Director General in charge of investment and interaction with state authorities of the Closed Joint Stock Company Lider (pension fund asset management company).

From 1985 to 2009 he held the position of the Head of Department in the Federal Security Service of the Russian Federation. Since 2009 Mr. Nuzhdov has been holding the position of the Head of Directorate of Corporate Veil in the Non-state pension fund “GASFOND”.

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. 33

Proxy materials for the Annual General Meeting of Shareholders

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) OJSC “Mosenergosbyt”; 2) OJSC “Moscow United Electric Grid Company”; 3) OJSC “Glavnaya doroga”; 4) OJSC “GAZ-Tek”; 5) OJSC “S. P. Korolev Aerospace Corporation Energiya”; 6) OJSC “GAZKON”.

As of the date of candidate’s assessment according on the independence criteria, approved by the Human Resources and Compensation Committee of the Board of Directors of JSC «INTER RAO UES» of October 31, 2012 No. 38, A. V. Nuzhdov, is the member of the Board of Directors in other organizations along with other JSC «INTER RAO UES» member of the Board of Directors, so he cannot be recognized as an independent director. If A. V. Nuzhdov stops being the member of the Board of Directors in other companies along with other members of the Board of Directors of JSC «INTER RAO UES», after general meeting of stockholders, the mentioned candidate can be recognized as an independent director.

Potanin Vladimir Olegovich

Year of birth: 1961

Director General – Chief Executive Officer of the JSC “MMC Norilsk Nickel”.

Proxy materials for the Annual General Meeting of Shareholders

In 1983–1990 Mr. Potanin worked in the Ministry of external economic relations of USSR. Since 1990 – President of the external economic association Interros. In 1992–1993 – Vice-President, then President of the bank International Company for Finance and Investments (MFK). Since 1993 – President of Onexim bank, Chairman of the Board of Directors in MFK bank. Since May 1997 – President of Onexim bank. On May 26 1998 after the reorganization of the Onexim-MFK-Renessans Group Mr. Potanin held the position of the President, Chairman of the Board of Directors of Interros Company. He is the member of different non-profit organizations, including the Council on Competitiveness and Entrepreneurship affiliated to the Government of the Russian Federation. Mr. Potanin is the member of the administrative office of the Russian Union of Industrialists and Entrepreneurs (RSPP).

Education, skills and relevant experience: Higher professional education: In 1983, Mr. Potanin graduated from the Moscow State Institute for International Relations with the degree in international economics.

Specialization in finance: From August 14, 1996 to March 17, 1997 – First Deputy Chairman of the Government of the Russian Federation. In charge of economic issues and coordinator of the work of the Ministry of Economics of the Russian Federation, State Committee of the Russian Federation for Anti-Monopoly Policies, State Committee of the Russian Federation for the Administration of State Property, Russian Federal Property Fund, Federal Administration for Insolvencies (Bankruptcies), Federal Commission for the Securities Market, Federal Energy Commission of the Russian Federation. When working in the Government of the Russian Federation Mr. Potanin was the head of about 20 federal, government and interdepartmental commissions, including the Government commission on fiscal and monetary policy, Executive commission on payment and calculations under the Government of the Russian Federation, Interdepartmental commission of the Russian Federation on cooperation with international financial and economic organizations and Group of Seven. He was also the representative of the Russian Federation in the International Bank for Reconstruction and Development and Multilateral Investment Guarantee Agency.

Proxy materials for the Annual General Meeting of Shareholders

Specialization in corporate management: Since 2004, Vladimir Olegovich has been holding the position of the President of the Non-profit partnership National Corporate Governance Council (NSKU). He is also the member of the Committee on corporate relations of the Russian Union of Industrialists and Entrepreneurs (RSPP).

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: In 2008, he held the position of the member of the Board of Directors, and since 2012, he has been holding the position of the Director General – Chief Executive Officer of the JSC “MMC Norilsk Nickel”. As of the date of candidate’s assessment on the independence criteria, approved by the Human Resources and Compensation Committee of the Board of Directors of JSC «INTER RAO UES» of October 31, 2012 No. 38, Vladimir Potanin is the representative of the major shareholder, so he cannot be recognized as an independent director.

In case he is elected as a member of the Board of Directors of JSC «INTER RAO UES», Potanin Vladimir Olegovich will be recognized as a non- executive director.

Riccardo Puliti

Year of birth: 1962

Managing Director, Head of the energy and natural resources sectors at the European Bank for Reconstruction and Development (EBRD).

Proxy materials for the Annual General Meeting of Shareholders

Riccardo Puliti joined the EBRD in 1996 in the Power and Energy Utilities Department and moved to Natural resources in 1998. In 2000, he was appointed Deputy Director of Municipal and Environmental Infrastructure and in 2002 Director of Transport Infrastructure.

Riccardo has extensive experience in emerging market economies, working with both private and public sectors.

Riccardo holds various Supervisory Board and Board of Directors memberships in investee companies. From 2008 to 2009, he was the member of the Board of Directors in CJSC INK-Capital and LLC Irkutsk Oil (INK). From 2010 to 2011, he was the member of the Supervisory Board of Iberdrola Renewables Polska SP. Z.O.O. Education, skills and relevant experience: Higher professional education:

Riccardo is a MBA alumnus of Instituto de Estudios Superiores de la Empresa (IESE) and a postgraduate alumnus of the Kennedy School of Government (Harvard University) and Imperial College (London).

Specialization in finance and strategic management: Mr. Puliti started his career at Istituto Mobiliare Italiano (IMI) Group in 1987, he then moved to Banque Indosuez in Paris, where he worked in M&A and equity capital markets. Riccardo Puliti then joined NM Rothschild and Sons in London, where he held several positions in M&A and equity capital markets.

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: Since April 2009, he has been a Member of Supervisory Board of OMV Petrom, the shares of which are traded on the Bucharest Stock Exchange. JSC «INTER RAO UES» acknowledges that business relations between INTER RAO UES Group and the European Bank for Reconstruction and Development technically do not fall within the materiality criterion, as concluded transactions between INTER RAO UES Group and EBRD in 37

Proxy materials for the Annual General Meeting of Shareholders

money terms do not exceed 10% of the balance value of assets of JSC «INTER RAO UES», however the Company and its affiliated persons are the committed parties in credit and related agreements with EBRD. Nevertheless, taking into account the Company's commitments to EBRD for enhancing corporate governance, and with letters from EBRD, proving Mr. Puliti’s compliance with independence criteria, JSC «INTER RAO UES» has no reasons to believe that this candidate’s position regarding the competence of the Company’s Board of Directors may not be independent or that he may act in the interests of particular shareholder (group of shareholders) or other concerned parties. In view of the above, Mr. Puliti complies with the independence criteria, approved by the Human Resources and Compensation Committee of the Board of Directors of JSC «INTER RAO UES» of October 31, 2012 No. 38. If Riccardo Puliti is not member of the Board of Directors in other companies along with other members of the Board of Directors of JSC «INTER RAO UES» after general meeting of stockholders, the mentioned candidate can be recognized as an independent director.

Ronald (Ron) J. Pollett

Year of birth: 1969

President and Chief Executive Officer of General Electric (GE) in Russia and CIS.

In September 1998 Mr. Pollett was promoted to the position of National Executive for GE in Russia, Ukraine & Belarus, and in 2001 he became National Executive for GE in Russia/CIS. Today, as President & CEO of GE Russia/CIS, Mr. Pollett is responsible for the wide range of GE's activities in the region.

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. 38

Proxy materials for the Annual General Meeting of Shareholders

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 UES» acknowledges that the materiality criterion is not applicable to the business relations between INTER RAO UES Group and General Electric. Furthermore, JSC «INTER RAO UES» has no reasons to believe that the standpoint of this candidate with respect to the issues of Company’s Board of Directors competence would not be independent or that he would act to the benefit of a particular shareholder (shareholders group) or any particular interested parties. Taking into due consideration the above stated, Mr. Pollett meets the independence criteria as approved by the HR and Compensation Committee of the JSC «INTER RAO UES» Board of Directors as of 31.10.2012 No. 38. If Ronald (Ron) J. Pollett does not participate in management body of any other companies along with other members of JSC «INTER RAO UES» Board of Directors after general meeting of stockholders, he can be recognized as an independent director.

Proxy materials for the Annual General Meeting of Shareholders

Seleznyov Kirill Gennadievich 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 in executive positions in other organizations inclusive of a stock company which shares are outstanding at foreign trading facilities. From 1997 to 1998: Manager at Baltic Financial Company LLC. From 2001 to 2002, Mr. Seleznyov served as Deputy Head of the Management Board Administration – Assistant to the Chairman of the Management Board, JSC Gazprom. In 2002, Mr. Seleznyov was appointed Head of the Department for Marketing and Processing of Gas and Liquid Hydrocarbons, JSC Gazprom. Since 2007 - Director General of LLC Gazprom Mezhregiongaz (LLC Mezhregiongaz 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. 40

Proxy materials for the Annual General Meeting of Shareholders

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.

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 UES», 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”.

Since as of the date of candidate’s assessment on the independence criteria as approved by the HR and Compensation Committee of the JSC «INTER RAO UES» Board of Directors as of 31.10.2012 No. 38, Kirill Seleznyov participates in management body of other companies along with other members of JSC «INTER RAO UES» Board of Directors and holds positions in management bodies of a competitor of JSC «INTER RAO UES», he cannot be recognized as an independent director. If elected to the JSC «INTER RAO UES» Board of Directors Kirill G. Seleznyov will be recognized as a non-executive director.

Sechin Igor Ivanovich

Year of birth: 1960

President, Chairman of the Management Board of Rosneft.

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

Proxy materials for the Annual General Meeting of Shareholders

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 UES”; 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.

Since, as of the date of candidate’s assessment on the independence criteria as approved by the HR and Remuneration Committee of the JSC “INTER RAO UES” Board of Directors as of 31.10.2012 No. 38, there are material contractual relations (gas supply contract) between JSC “Samaraneftegas”, being a part of Rosneft Group and JSC” INTER RAO – Electrogeneration”, being a part of INTER RAO UES Group, Mr. Igor I. Sechin cannot be recognized as an independent director. If elected to the JSC «INTER RAO UES» Board of Directors Mr. Sechin will be recognized as a non-executive director. 42

Proxy materials for the Annual General Meeting of Shareholders

Fedorov Denis Vladimirovich

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.

In 2003, was recognized as Russia’s best young physicist and mathematician; author of 15 published research papers and 2 monographs. Has been lecturing at Moscow Power Engineering Institute (Technical University) for over three years. Since 2012, member of the Board of Nadezhda Education, Science and Technology Development Fund.

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.

Proxy materials for the Annual General Meeting of Shareholders

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 OGC-2. Also, member of the Board of Directors of LLC Heat Distribution Company, President of the Supervisory Committee of the Council of Power Producers Non-Commercial Partnership, Member of the Board of Fortis Energy Ltd. and holds other positions.

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: Head of the Board of Directors of JSC OGC-2. Member of the Board of Directors of important public entities, such as JSC «INTER RAO UES», JSC Holding IDGC, JSC Federal Grid Company of United Energy System, JSC Mosenergo, JSC TGC-1. As of the date of candidate’s assessment on the independence criteria as approved by the HR and Remuneration Committee of the JSC “INTER RAO UES” Board of Directors as of 31.10.2012 No. 38, Denis Fedorov, along with other members of the Board of Directors of JSC «INTER RAO UES», participates in Boards of Directors of other companies and holds positions in management bodies of competitors of JSC «INTER RAO UES», he cannot be recognized as an independent director. If elected, Denis Vladimirovich Fedorov will be recognized as a non-executive director.

Shugayev Dmitriy Yevghenyevich

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

Proxy materials for the Annual General Meeting of Shareholders

Year of birth: 1965

Deputy CEO, Rostec State Corporation.

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.

Decorated with a second-degree Medal of the Order of Merit for the Motherland.

Education, skills and relevant experience: Higher professional education:

In 1987, graduated from Moscow State Institute of International Relations of the USSR Ministry of Foreign Affairs (MGIMO) with a degree in International Journalism with Foreign Language Skills.

Specialization in the financial area: PhD in Economics.

Proxy materials for the Annual General Meeting of Shareholders

Mr. Shugayev is a Member of the Board of a State Corporation, i.e. a State-affiliated organization – a stock Company that, together with the affiliates, owns more than 60% of the Company’s shares. However, based on the previous experience of work with Mr. Shugayev and the candidate’s voting at the meetings of the Company’s Board of Directors, JSC «INTER RAO UES» has no reasons to believe that the candidate’s opinion concerning the questions of competence of the Company’s Board of Directors is not independent or that he acts for the benefit of a certain shareholder (a group of shareholders) or certain interested parties. Besides, the candidate was not proposed by the Russian Federation and, if elected, is not expected to vote as demanded by the written commands of the Russian Federation. Given the above, Dmitriy Shugayev complies with the criteria of independence approved by the Human Resources and Remuneration Committee of the Board of Directors of JSC «INTER RAO UES» of October 31, 2012 No. 38. If Mr. Shugayev does not participate in management bodies of other companies along with other members of the Board of Directors of JSC «INTER RAO UES» after the general shareholders meeting, this candidate can be recognized as an independent director.

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

Proxy materials for the Annual General Meeting of Shareholders

Candidate’s Specialization,

No. Compliance with the

Fedorov

Shugayev

Budargin

Seleznyov

. .

. . Pollett Pollett

Criterion of Independence .

V. L. Kvint L. V.

I. I. Sechin I. I. .

V. O. Potanin O. V.

A. V. Nuzhdov V. A.

A. M. Lokshyn M. A.

Riccardo Puliti Riccardo

Ronald (Ron) J. J. (Ron) Ronald

V. A. Dmitriyev A. V. K

A. A. Gavrilenko A. A.

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

1. Electric Power Sector X X X X X X 2. Finance X X X X X X X X X X X 3. Jurisprudence X X 4. Strategic Management X X X X X 5. Audit 6. Risk Management 7. HR and Remuneration 8. Corporate Governance X 9. Production Modernization 10. Innovations and Investments X X 11. Experience of work in Boards of Directors or holding top- X X X X X X X X X X X X X X management positions in public companies 12. Executive Director X

Proxy materials for the Annual General Meeting of Shareholders

13. Non-executive Director X X X X X X X X X X X X X X 14. Compliance with the Criterion of X X X X Independence1 15. Compliance with the Criterion of X X X X X X X X X X X X Independence 2

1 The criteria of independence are approved by Protocol of the Human Resources and Remuneration Committee of JSC INTER RAO UES Board of Directors of October 31, 2012 No. 38. The candidates specified can, if elected to the Company’s Board of Directors, be recognized as independent directors upon condition that they are not members to management bodies of other organizations together with other Members of the Board of Directors of JSC INTER RAO UES. 2 The criteria of independence are approved by the Listing Rules of CJSC MICEX Stock Exchange approved by the Board of Directors of CJSC MICEX Stock Exchange on February 06, 2013. Moreover, at the moment of evaluation the information about memberships in the Human Resources and Remuneration Committee was not taken into account because the information specified can only be evaluated after the Annual General Meetings of Shareholders of the companies and after the Board of Directors’ committees are formed. 48

Proxy materials for the Annual General Meeting of Shareholders

7. Election of members of the Revision Commission of the Company

On March 6, 2013 the Board of Directors of the Company has included in the list of candidates for election to the Revision Commission of JSC "INTER RAO UES" the following persons (information on the candidates is available on the Company’s website: http://www.interrao.ru/investors/meetings/AGSM2013):

№ Candidate proposed by Position, work place of the candidate Full name/name of shareholder, which proposed Presence/ п/п the shareholder for proposed by the shareholder for inclusion the candidate for inclusion in the voting list for absence inclusion in the voting in the voting list for election to the election to the Revision Commission of the of the consent for list for election to the Revision Commission of the Company Company election Revision Commission of (as of the date of nomination) the Company

Andrey V. Ardeev Lead analyst of Analytic Department of Closed Joint Stock Company Lider  1. CJSC "Lider". Nikolay N. Varlamov Deputy Chairman of the Management Joint-Stock Company "Federal Grid Company of 2. Board of Joint-Stock Company "Federal Unified Energy System"  Grid Company of Unified Energy System"

Proxy materials for the Annual General Meeting of Shareholders

Anna V. Drokova Federal Agency for State Property Management 3. Deputy Head of Distressed Asset (Rosimushchestvo) Processing, Judicial Support Department  of Federal Agency for State Property Management. Elena A. Kabizskina Deputy Head of the Control and Audit Joint-Stock Company "Federal Grid Company of 4. Department of Joint-Stock Company Unified Energy System"  "Federal Grid Company of Unified Energy System" Ekaterina V. Kheimits Head for soundness of assets, Internal Open Joint Stock Company Mining and  5. Control Department, OJSC MMC Norilsk Metallurgical Company Norilsk Nickel Nicke Yuri A. Scherbakov Head of the Treasury Department of the Closed Joint Stock Company «*INTER RAO  6. Financial and Economic Center of INTER Capital» RAO UES

Proxy materials for the Annual General Meeting of Shareholders

8. Approval of the Auditor of the Company

Appointment of the Auditor of the Company falls within the competence of the Annual General Meeting of Shareholders of JSC “INTER RAO UES” (clause 1 Art. 47 of Federal law “On Joint Stock Companies”). On the basis of subclause 5.3.1 of the Policy of External Auditor Rotation of JSC “INTER RAO UES” approved by the Board of Directors of the Company on November 29, 2012 (the Minutes as of 12/03/2012 No. 82), and for the purpose of executing the assignment of the Audit Committee of the Board of Directors of JSC “INTER RAO UES” (according to cl 1.1. of the Minutes No. 24 dated 21/21/2012), in January, 2013 open competitive negotiations were held aiming at selection of a candidacy of the auditor for 2013, 2014, 2015 for: - a conduction of the audit of consolidated financial statements of INTER RAO UES Group prepared in accordance with the International Financial Reporting Standards (IAS/IFRS), and implementation of observation tests of consolidated semi-annual interim financial statements of INTER RAO UES Group prepared in accordance with the International Financial Reporting Standards (IAS/IFRS); - a preparation of annual accounting reports of JSC “INTER RAO UES” in accordance with the Russian Accounting Standards (RAS). As a part of the open competitive negotiations for the purpose of the election of a candidacy of the Company’s auditor, the participants of the procurement process submitted their prices and due dates for the audit procedure to the organizations of the INTER RAO UES Group in accordance with the Appendix No. 1 to the Minutes of the Audit Committee of the Board of Directors No. 24 dated 21.12.2012. As a result of the open competitive negotiations (the Minutes of the Meeting of the procurement committee on the determination of the winner of the open competitive negotiations in electronic form No. 3279/OKP-PVP dated 02/15/2013), Ernst & Young PLC was announced the winner of the open competitive negotiations (77 Sadovnicheskaya Naberezhnaya, bld.1, Moscow, Russian Federation, 115035). In compliance with the decision of the Audit Committee of 21/21/2012 (clause 1.4. of the decision on Item No. 1 of the Minutes dated 21/21/2012 No. 24), Boris Yu. Kovalchuk, Chairman of the Management Board of the Company, was recommended to submit the issue of the Company auditor candidates evaluation for consideration of the Audit Committee of the Board of Directors of JSC “INTER RAO UES” upon the completion of the tendering procedure and determination of the winner of the tender. The issue of Company auditor candidates’ evaluation was submitted for consideration of the Audit Committee of the Board of Directors of JSC “INTER RAO UES” on March 25, 2013. In compliance with the decision of the Audit Committee of the Board of Directors of JSC “INTER RAO UES" (clause 4 of the decision on Item No. 3 of the Minutes dated 03/25/ 2013 No. 27) it was recommended to the Board of Directors of the Company the following resolution of the issue on recommendations to the Annual General Meeting of Shareholders on the appointment of the Company’s auditor: - to propose to the Annual General Meeting of Shareholders of JSC “INTER RAO UES” to appoint as the auditor of the financial statements of the Company for 2013 Ernst & Young PLC, Principle State Registration Number 1027739707203, certificate of membership in self-

Proxy materials for the Annual General Meeting of Shareholders

regulated organization Non-Commercial Partnership “Auditor Chamber of Russia” No.3028 of May 20, 2009.

The Board of Directors have adopted the stated above recommendations at the meeting held in person on May 16, 2013 (Minutes # 92), and at the same meeting assessed the cost of services subject to rendering by the auditor in accordance with the recommendations of the Audit Committee, issued on the basis of the conducted in 2013 purchasing procedures: - The cost of the audit reports of JSC "INTER RAO UES", prepared under Russian Accounting Standards (RAS) for 2013, a total of 1,227,200 (one million two hundred twenty-seven thousand two hundred) RUB, including VAT. - The cost of the audit of the consolidated financial statements of JSC "INTER RAO UES" under IFRS for 2013 in the amount of 25,462,040 (twenty five million four hundred sixty-two thousand and forty) RUB including VAT. - The cost of the review of interim consolidated financial statements of JSC "INTER RAO UES" for the 6 months ended 30 June 2013, prepared in accordance with IFRS in the amount of 10,856,000 (ten million eight hundred fifty-six thousand) RUB, including VAT. The contract with the auditor will come into force after the approval of the auditor by the Annual General Meeting of Shareholders. An agreement with the auditor will come into force after approval of the Company’s auditor by the Annual General Meeting of Shareholders.

Annual General Meeting of Shareholders is proposed to adopt the following resolution:

Approve Ernst & Young PLC (Principle State Registration Number 1027739707203, certificate of membership in self-regulated organization Non-Commercial Partnership “Auditor Chamber of Russia” No.3028 of May 20, 2009), as the Auditor of the Company.

Proxy materials for the Annual General Meeting of Shareholders

9. Approval of the Charter of the Company in a revised version

The introduction of amendments and modifications to the Articles of Association of the Company and approval of the Company’s by-laws governing the activity of its managing bodies fall within the competence of the General Meeting of Shareholders of the Company (subclause 1, 20, clause 10.1 of the Charter of JSC "INTER RAO UES"). The necessity to approve a new version of the Charter is conditioned by several circumstances. (1) Changes in the Federal Law On Joint-Stock Companies introduced by the Federal Law No. 282-FZ dated 21/29/2012 On Amending Some Legislative Acts of the Russian Federation and Recognizing Some Provisions of Legislative Acts of the Russian Federation to Have Become Void (Law On Liberalization of the Market). In particular, delisting of shares (the decision to be taken by a three-fourths' (3/4) majority of the Company shareholders participating in the meeting) was referred to the competence of the General Meeting of the Shareholders effective from January 2, 2013, and starting from September 30, 2013 the competence of the General Meeting of the Shareholders will also include an issue on the listing of shares, unless the Charter of the Company refers it to the competence of the Board of Directors. The Law On Liberalization also introduced other changes to the Federal Law On Joint-Stock Companies, including those to become effective since January 1, 2014 (e.g., those connected with the order of declaring and paying dividends). It is expedient to introduce amendments to the Company’s Charter in advance to avoid situations of (а) referring an issue on the shares’ listing to the competence of the General Meeting of Shareholders and (b) non-conformity of the Charter with the provisions of the Federal Law On Joint- Stock Companies. (2) The Corporate Development Action Plan of JSC “INTER RAO UES" developed by PricewaterhouseCoopers in conformity with the terms of the Guarantee Agreement executed between JSC “INTER RAO UES" and the European Bank for Reconstruction and Development (EBRD) approved by the Board of Directors of the Company on March 28, 2013. The given Plan suggests a number of amendments and modifications to the Charter affecting the competence of the Board of Directors and its activity. In view of the Corporate Development Action Plan and the undertakings of the Company reflected in it and in the Guarantee Agreement to hold not less than 4 in-person meetings of the Board of Directors per year, it is necessary to allow the members of the Board of Directors more opportunities to participate in in-person meetings, and with this aim it is suggested to include in the Charter an opportunity of participation of the members of the Board of Directors in the meetings by telephone and electronic communication means. (3) Changes of actual circumstances. In particular, it is suggested^ - to specify in the Charter the registered address of the Company stating that its location is: building 2, instead of building 3; - to change the abbreviated business name of the Company - d to show the legal succession in connection with the Company’s reorganization completed in 2012. (4) Modifications of legal and technical character.

Proxy materials for the Annual General Meeting of Shareholders

The Charter in a revised version has been reviewed by the Board of Directors at the meeting held on May 16, 2013 in person (Minutes #92) and recommended for approval by the Annual General Meeting of Shareholders.

Annual General Meeting of Shareholders is proposed to adopt the following resolution:

Approve the Charter of the Company in a revised version.

Proxy materials for the Annual General Meeting of Shareholders

SUMMARY TABLE Of amendments and modifications introduced to the Articles of Incorporation of OJSC INTER RAO UES

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter 1. Art. 1.3 1. The full name of the Company - 2. The full name of the Company in Russian is It is suggested to indicate the Открытое акционерное общество Открытое акционерное общество "Интер РАО name in view of the rules of "ИНТЕР РАО ЕЭС" in Russian, Open ЕЭС", in English - Open Joint Stock Company "Inter the Russian language. Joint Stock Company «INTER RAO RAO UES". UES» in English. 2. Art. 1.4 3. Short corporate name of the 4. The abbreviated name of the Company in Russian It is suggested to exclude the Company in Russian - ОАО "ИНТЕР is ОАО "Интер РАО", in English - JSC "Inter RAO". abbreviation ЕЭС (English – РАО ЕЭС", in English - JSC "INTER RAO UES), meaning "Uniform UES". Energy System". 3. Art. 1.5 5. Registered address of the 6. The registered office of the Company is located at It is suggested to indicate the Company: Russian Federation, 119435, 27 ul. Bolshaya Pirogovskaya, bld. 2, Moscow location of the registered Moscow, 27 Bolshaya Pirogovskaya, 119435, the Russian Federation. office of the Company bldg 3 according to the actual address.

4. Absent Absent 1.8. Pursuant to the decision of the extraordinary The data on succession of JSC General meeting of the Company shareholders dated INTER RAO UES are 26.04.2012 (Minutes No. 11 dated 28.04.2012) the introduced on the basis of the decision of the extraordinary Company was reorganized by accession of the Open General meeting of the Joint Stock Company "First generating company of Company shareholders dated the wholesale electric energy market" (hereinafter 26.04.2012 (Minutes No. 11 55 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter referred to as OJSC "OGK-1"), Open Joint Stock dated 28.04.2012). Company "Third generating company of the wholesale electric energy market" (hereinafter referred to as OJSC "OGK-3"), Open joint-stock company "Bashenergoaktiv" (hereinafter referred to as OJSC "Bashenergoaktiv") created as a result of reorganization of the Bashkir open joint-stock company of power engineering and electrification "Bashkirenergo" (hereinafter referred to as OJSC "Bashkirenergo") in the form of split-up, Open joint- stock company "INTER RAO Energy" (hereinafter referred to as OJSC "INTER RAO Energy"), Open joint-stock company "INTER RAO EnergoAktiv" (hereinafter referred to as OJSC "INTER RAO EnergoAktiv"). 5. Art. 1.9 Absent Para. 6-10, Art. 1.9 The data on succession of JSC - OJSC "OGK-1" transfer deed approved by the INTER RAO UES are decision of the extraordinary General meeting of the introduced on the basis of the decision of the extraordinary shareholders of OJSC "OGK-1" dated June 14, 2012, General meeting of the Minutes dated June 18, 2012, bearing no number, Company shareholders dated - OJSC "OGK-3" transfer deed approved by the 26.04.2012 (Minutes No. 11 decision of the extraordinary General meeting of the dated 28.04.2012). shareholders of OJSC "OGK-3" dated June 14, 2012,

56 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter Minutes dated June 18, 2012, bearing no number, - separation balance sheet of OJSC "Bashkirenergo", containing provisions as to the defining of OJSC "Bashenergoactive" as the legal successor of OJSC "Bashkirenergo", which is a transfer deed for OJSC "Bashenergoactive" approved by the decision of the extraordinary General meeting of the shareholders of OJSC "Bashkirenergo" of July 27, 2012, Minutes No/ 31 dated July 27, 2012, - OJSC "INTER RAO Energy" transfer deed approved by the decision of the extraordinary General meeting of the shareholders of OJSC "INTER RAO Energy" dated June 14, 2012, Minutes No. 1 dated June 15, 2012, - OJSC "INTER RAO EnergoAktiv" transfer deed approved by the decision of the extraordinary General meeting of the shareholders of OJSC "INTER RAO EnergoAktiv" dated June 14, 2012, Minutes No. 1 dated June 15, 2012. 6. Art. 1.9 The Company is a legal successor of JSC Para. 11, Art. 1.9. The Company is the legal successor The data on succession of JSC «Inter RAO UES Holding», JSC «RAO of JSC "Inter RAO UES Holding", JSC INTER RAO UES, INTER RAO UES are UES INTERNATIONAL», JSC OJSC "Kaliningradskaya TPP-2", OJSC "North-West introduced on the basis of the "Kaliningradskaya TEC-2", JSC "North- Thermal Power Plant", and OJSC "Ivanovskie PGU", decision of the extraordinary 57 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter West Thermal Power Plant", and OAO OJSC "OGK-1", OJSC "OGK-3", OJSC General meeting of the "Ivanovskie PGU" by way of universal "Bashenergoactive", OJSC "INTER RAO Energy", OJSC Company shareholders dated succession of all property, rights and "INTER RAO EnergoAktiv" by way of universal 26.04.2012 (Minutes No. 11 obligations of each of the above succession of all property, rights and obligations of dated 28.04.2012). companies upon accession to the each of the above companies upon accession to the Company (a record of legal entity Company (a record of legal entity activity activity termination by way of termination by way of reorganization in the form of reorganization in form of accession to accession to the Company) in conformity with the the Company in the Unified State relevant transfer deeds. Register of Legal Entities). 7. Art. 4.2 The authorized capital stock of the The authorized capital stock of the Company Introduction of the changes Company amounts to amounts to 293,339,702,832.56769861 (two registered by Inspectorate No. 291 680 686 956,88262145 (two hundred ninety three billion three hundred thirty 46 of the Federal Tax Service hundred ninety one billion six hundred nine million seven hundred two thousand eight of Russia for the city of eighty million six hundred eighty six hundred thirty two 56769861/100,000,000) rubles. Moscow on 25.12.2012. thousand nine hundred fifty six The Company has placed ordinary registered 88262145/100,000,000) rubles. The uncertified shares of the same nominal value of Company placed ordinary registered 0.02809767 (zero point zero two eight zero nine uncertified shares of the same nominal seven six seven) rubles each in the amount of 10,440,000,997,683 (ten trillion four hundred forty value 0.02809767 (zero point zero two billion nine hundred ninety seven thousand six eight zero nine seven six seven) rubles hundred eighty three) pieces. each in the amount of 10 380 956 390 935 (ten trillion three hundred eighty billion nine hundred fifty six million three hundred ninety 58 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter thousand nine hundred thirty five) shares for a total par value of 291 680 686 956,88262145 (two hundred ninety one billion six hundred eighty million six hundred eighty six thousand nine hundred fifty six 88262145/100,000,000) rubles. 8. Art. 4.8 The Company has the right to place The Company has the right to place additional Introduction of the changes additional 7,958,113,845,013 (seven 7,234,112,847,330 (seven trillion two hundred thirty registered by Inspectorate No. trillion nine hundred and fifty-eight four billion one hundred twelve million eight 46 of the Federal Tax Service billion one hundred and thirteen hundred forty seven thousand three hundred thirty) of Russia for the city of million eight hundred and forty-five ordinary registered uncertified shares with the Moscow on 25.12.2012. thousand and thirteen) ordinary nominal value of 0.02809767 (zero point zero two registered uncertified shares with the eight zero nine seven six seven) each (authorized nominal value of 0.02809767 (zero shares) entitling the bearer to the same rights as the point zero two eight zero nine seven placed ordinary shares of the Company under these Articles of Incorporation. six seven) each (authorized shares) entitling bearer to the same rights as the placed ordinary shares of the Company under this Charter. 9. Art. 5.1 The Company places ordinary shares The Company shall be entitled to place additional Brought in conformity with and is entitled to issuance of one or shares and other issued securities by subscription Article 39 of the Federal law more types of preferred shares, bonds and conversion. In case of increase in the authorized "On joint-stock companies". and other securities as prescribed by capital of the Company at the expense of its property

59 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter the Russian Federation laws. the Company shall place additional shares by means of their distribution among the shareholders. 10. Art. 5.4 The Company shall be entitled to The paragraph is excluded, its content taken into Brought in conformity with issuance of additional shares and account in para. 5.1 Article 39 of the Federal law securities with distribution among "On joint-stock companies". Company's shareholders, subscription and conversion. 11. Art. 7.6 A dividend payment date shall be The dividend payment date shall be defined by the The text suggested allows to defined by the General Meeting of General meeting of the shareholders but may not be consider the changes in Shareholders within 60 (sixty) days later than the deadline set by the Federal law "On Federal law "On joint-stock upon such payment decision. joint-stock companies". companies" effective since 01.01.2014. 24. Meeting of the shareholders 11. Art. 10.1 - After each question within the competence of the It is suggested to simplify the General meeting of the shareholders data on the text for understanding by the procedure for taking decisions thereon are given. Company shareholders.

12. Art. 10.1. (5) Increase of Company's charter capital 10.1.5. Increase of the Company's authorized capital The question is split in two in by increase of a nominal share value or by increase of the nominal value of shares or by connection with a different by issuance of additional shares distribution of additional shares among the Company procedure for talking decisions on the matter. The shareholders at the expense of its assets; text has been edited. * the decision is taken at the suggestion of the Board of directors by a majority of the votes of the shareholders

60 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter - owners of voting shares of the Company taking part in the General meeting of the shareholders 10.1.6. Increase of the authorized capital by placing additional shares (issued securities convertible into shares of the Company) by means of private placement, and also by placing ordinary shares of the Company (issued securities convertible into ordinary shares of the Company), making more than 25% of the ordinary shares of the Company earlier placed by means of public subscription; * the decision is taken at the suggestion of the Board of directors by a three-fourths majority of the votes of the shareholders - owners of voting shares of the Company taking part in the General meeting of the shareholders Decrease in the charter capital by 13. Art. 10.1 (6) 10.1.7. Decrease in the authorized capital of the The question is split in two in reduction of a nominal share value, Company by reduction of the nominal share value; connection with a different Decrease in the charter capital of the procedure for talking Company by acquisition of a portion of * the decision is taken at the suggestion of the Board of decisions on the matter. The shares to reduce their total number, directors by a three-fourths majority of the votes of text has been edited. and by redemption of shares acquired the shareholders - owners of voting shares of the by the Company Company taking part in the General meeting of the shareholders

61 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter 10.1.8. Decrease in the authorized capital of the Company by the Company's acquisition of a portion of the placed shares to reduce their total number, and by redemption of shares acquired by the Company, * the decision is taken at the suggestion of the Board of directors by a majority of the votes of the shareholders - owners of voting shares of the Company taking part in the General meeting of the shareholders

14. Absent Absent 10.1.25. Statement of delisting of the shares of the Introduced in conformity with Company and (or) issued securities of the Company Article 2.10"b" of Federal law convertible into its shares, No. 282-FZ dated 29.12.2012 "On introduction of * the decision is taken at the suggestion of the Board of amendments in some directors by a three-fourths' majority of the votes of legislative acts of the Russian the shareholders – owners of voting shares of the Federation and recognition of Company taking part in the General meeting of the some provisions of the shareholders legislative acts of the Russian Federation to have become invalid". 15. Absent Absent para. 10 Art. 10.4 Introduced in conformity with Statement of delisting of the shares of the Company Article 2.11"a" of Federal law and (or) issued securities of the Company No. 282-FZ dated 29.12.2012 62 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter convertible into its shares, "On introduction of amendments in some legislative acts of the Russian Federation and recognition of some provisions of the legislative acts of the Russian Federation to have become invalid". 16. Art. 10.3 A decision of the General Meeting of The wording has been edited The decision of the General meeting of the Shareholders on a voting issue shall be shareholders on a voting issue shall be adopted as in connection with the order adopted by a majority of votes of provided by p. 10.1 of this Article, unless otherwise of voting indicated in Art. shareholders - holders of voting shares specified by the Federal law "On joint-stock 10.1. The second paragraph of the Company taking part in a companies". considers the changes in the meeting, unless otherwise specified by Federal law "On joint-stock the Federal Law On Joint-Stock The decision on filing a statement on delisting of the companies". Companies. shares of the Company and (or) issued securities of the Company convertible into its shares shall become effective provided the total number of the shares requested to be redeemed does not exceed the number of the shares which can be redeemed by the Company in view of the limitation stated in p. 5 of Article 76 of the Federal law "On joint-stock companies". 17. Art. 10.4 Decisions of the General Meeting of Excluded The order of taking decisions Shareholders of the Company shall be is stated in Art.10.1 of the 63 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter adopted by a three-fourths majority of Draft Articles of shareholders - holders of voting Incorporation of the shares taking part in the General Company. Meeting of Shareholders on the following issues: - Amendments to the Charter or approval of a restated Charter, - Company reorganization, - Liquidation of the Company, appointment of a Liquidation Committee, and approval of interim and final liquidation balance sheets, - Determination of a number, nominal value, category (type) of declared shares and rights granted by these shares, - Decrease in the charter capital of the Company by reduction of a nominal value of shares, - Issue of shares (Company's equity securities convertible into shares) by way of closed subscription as per decision of 64 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter the General Meeting of Shareholders to increase the charter capital by placing additional shares (Company's equity securities convertible into shares), - Issue of ordinary shares by open subscription constituting more than 25 (twenty five) percent of previously issued ordinary shares, - Issue of ordinary shares by open subscription which are convertible into ordinary shares constituting more than 25 (twenty five) percent of previously placed ordinary shares, - Decision on approval of a major transaction, whose subject is property with a value exceeding 50 (fifty) percent of the balance value of Company's assets,

65 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter - Other issues under the Federal Law On Joint-Stock Companies. Decision on approval of party-related transactions pursuant to Article 81 of the Federal Law On Joint-Stock Companies shall be adopted by the General Meeting of Shareholders by a majority of votes of shareholders - owners of voting shares not interested in the transaction. 18. Art. 10.5 The matters referred to in the Excluded The order of taking decisions Subclauses 2, 5-7, 11, 12, and 17-20 in is stated in Art.10.1 of the the Clause 10.1 Article 10 of the Draft Articles of Charter shall be introduced at the Incorporation of the General Meeting of Shareholders only Company. at suggestion of the Board of Directors of the Company. 19. Art. 11, 12 Art. 11 Title: General Meeting of Art. 11 Title: Procedure to convene and hold the In connection with the Shareholders in the form of joint General meeting of the Company shareholders presence of common rules for presence the General meeting of the Art. 12 Title: General Meeting of shareholders and to avoid Shareholders in the form of absentee repeating the norms two voting articles are joined into one. 20. Art. 13, 14 Art. 13 Title: Proposals to the agenda Art. 12 Title: Suggestions for the agenda of the In connection with the

66 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter of the Annual General Meeting of annual General meeting of the Company presence of common rules for Shareholders of the Company shareholders suggesting items in the Art. 14 Title: Convocation of agenda of an annual and Extraordinary General Meeting of extraordinary General Shareholders of the Company meeting two articles are joined into one. The norms governing the order of convening an extraordinary meeting are considered in Article 11 of the draft Articles of Incorporation. 25. Board of Directors 11. Art. 15.1.1 Determination of Company's priority 13.1.1. Determination of the Company's priority The changes are directed at areas of activity and strategy areas of activity and strategy, including the strategic strengthening the role of the priorities of the Company development and Reports Board of directors in defining on the strategy implementation; the Strategy of the Company and control over its implementation. 12. Absent Absent 13.1.2. Consideration of suggestions made by the Decision of the Board of Company shareholders to nominate candidates for directors to approve the Plan the managing and controlling bodies of the of measures to improve Company, and also to introduce items in the agenda corporate management (p. 11 of the General meeting of the shareholders; of the Plan)

13. Art. 15.1.7. Increase of Company's charter capital 13.1.8. Increase of the Company's authorized capital Restatement of the 67 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter by public placement through a public by placement through a public offering of additional competences of the Board of offering of additional shares of the shares of the Company from the number of the directors (Art. 39.4, Art. Company from the number of declared shares, and also bonds convertible into 28.2.2, Art. 33.3.2-3 of the authorized declared shares shares and other issued securities convertible into Federal law "On joint-stock shares, the total amount of which not to exceed 25 companies") percent of all outstanding shares of the Company 14. Art. 15.1.8. Issuance by the Company of bonds and 13.1.9. Placement by the Company of additional Introduced in conformity with other equity securities, except as shares in which preference shares of a certain type Article 2.14"a" of Federal law provided by the Federal Law On Joint- convertible in ordinary shares or preference shares No. 282-FZ dated 29.12.2012 Stock Companies and this Charter of other types placed by the Company are to be "On introduction of converted, if such placement is not connected with amendments in some increase in the authorized capital of the Company, legislative acts of the Russian and also placement by the Company of bonds or Federation and recognition of other issued securities, except for shares; some provisions of the legislative acts of the Russian Federation to have become invalid". 15. Art. 15.1.10. Determination of a price (monetary 13.1.11. Determination of the price (monetary value) Introduced in conformity with value) of property, price of placement of property, price of placement and redemption of Article 2.14"b" of Federal law and redemption of mass-issue issued securities in the instances provided by the No. 282-FZ dated 29.12.2012 securities as provided by the Federal Federal law "On joint-stock companies"; "On introduction of Law On Joint-Stock Companies amendments in some legislative acts of the Russian Federation and recognition of some provisions of the 68 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter legislative acts of the Russian Federation to have become invalid". 16. Art. 15.1.28 Determination of position of the 13.1.29. Determination of the position of the It is suggested to amend the Company (the Company's Company (the Company's representatives) on the text as the position is representatives) on the following items following items of the agenda of the management determined only by the of agendas of management bodies of bodies of its subsidiaries and affiliates (hereinafter representative of the subsidiaries and affiliates (hereinafter referred to as SA), except for the executive bodies of shareholder (member) in the - SA): SA: Board of directors (Supervisory board) of SA. The members of the collective executive body (Management Board) are not representatives of the Company (shareholder, member). 17. Art. 15.1.29 Approval of the procedure for Excluded The order of interaction is Company's interaction with the defined by the laws on companies the Company participates business entities, and also Art. directly or indirectly in. 13.1.29 of the Articles of Incorporation related to the determination of the position of the Company (its representatives) pertaining to the items of the agenda of the 69 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter SA management bodies. 18. Art. 15.1.30 Determination of areas of insurance 13.1.30. Determination of areas of insurance Restatement of the coverage of the Company coverage of the Company, including approval of the competence of the Board of Program of insurance of the Company; directors related to the insurance coverage of the Company in conformity with p. 3.1.1 of the Provision for insurance protection of the Company approved by the decision of the Board of directors of the Company dated 14.12.12 (Minutes No. 83). 19. Art. 15.1.31 Definition of procurement policy in the 13.1.31. Definition of the procurement policy in the Restatement of the Company, including the approval of Company, including approval of the Regulations of competence of the Board of the Procedure of regulated regulated procurement of goods, works and services directors related to the procurement of goods, works and (hereinafter referred to as the Regulations, approval procurement activity, and also services, approval of the head of the of the head of the Company's Central procurement Decision of the Board of Company's central procurement office committee and its members, as well as adoption of directors on the approval of and its members, as well as approval other decisions in accordance with the Regulations the Plan of measures to of the annual integrated program of and review of the reports on the results of the improve corporate procurement and the adoption of procurement activity, management (p. 11 of the other decisions in accordance with the Plan). As the Plan is formed on approved by the Company documents the basis of the business-plan governing the procurement activity of and investment programs 70 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter the Company; approved by the Board of directors of the Company, this document is formed by the sole executive body as agreed with CPC. The reports on the procurement activity are submitted in conformity with the Directives of the Chairman of the Government dated 16.12.2010 and letter No. DP- 15/20610 of the Federal Property Management Agency dated 14.07.2011. 20. Art. 15.1.33 Establishment of branches and 13.1.33. Establishment of branches and Elimination of details not representative offices, liquidation of representative offices of the Company, liquidation of envisaged by the legislation. the same, and introduction of the same, and introduction of amendments and amendments to the Charter of the modifications to the Articles of Incorporation of the Company related to establishment of Company related to the establishment of branches, branches, representative offices of the representative offices of the Company and Company (including change of liquidation of the same, information on names and locations of branches and representative offices), and liquidation of the same;

21. Art. 15.1.40 Creation of committees of Company's 13.1.40. Formation of committees of the Company's Restatement of the 71 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter Board of Directors, approval of Board of Directors, approval of regulations on the competency of the Board of regulations on committees of committees of the Company's Board of Directors and directors. Reporting of the Company's Board of Directors; review of the reports of the committees of the committees is envisaged by Company's Board of Directors, the corresponding Regulations thereon. 22. Absent Absent 13.1.41. Approval of the Chairman or member of the Restatement of the Management board taking positions in the competency of the Board of management bodies of other organizations. directors.

23. Art. 15.1.41 Approval of Risk maps and Risk 13.1.42. Approval of Risk maps and Risk Introduced for the management plan, as well as reports management plans, as well as reports on the risk development of the risk on fulfillment management system functioning, management functions in the Group of persons of the Company 24. Absent Absent 13.1.44. Approval of the program (updated program) Introduced following letter for the managements of the costs of the Company No. SSh-10144/08 of the and reports on its accomplishment; Minister of power energy of the Russian Federation S.I. Shmatko dated 24.11.2010 instructing to form a long- term program to reduce operating and investment costs and increase the efficiency, including energy efficiency. 72 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter 25. Absent Absent 13.1.45. Approval of reports on the results of Restatement of the requests made by the Company shareholders for the competency of the Board of redemption of their shares, reports on the results of directors in conformity with acquisition of shares from the shareholders of the Article 12.2-3 and Article 76-4 Company, and also reports on the results of of the Federal law "On joint- repayment of shares in the instances provided by the stock companies". Federal Law "On joint stock companies";

26. Absent Absent 13.1.46. Consideration of reports on sustainable Restatement of the development and ecological responsibility of the competency of the Board of Company; directors in connection with the preparation of the Company reports on sustainable development and ecological responsibility. Introduced following instruction No. PR-1640 of the President of the Russian Federation dated 06.06.2010 on the development of voluntary mechanisms of ecological responsibility. 27. Absent Absent 13.1.47. Consideration of reports of the Company Introduced in conformity with division authorized to exercise control over the Article 11.2 of the Federal law observance of the legislative requirements on insider "On counteraction of illegal 73 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter trading; use of insider information and market manipulation …", decision of the Board of directors to approve the Plan of measures to improve corporate management (p. 11 of the Plan), p. 8.5. of the Regulations on insider information of JSC INTER RAO UES (approved by the decision of the Board of directors of the Company dated 29.08.2011). 28. Absent Absent 13.1.48. Approval of the program (updated program) In conformity with the for innovative development of the Company and instructions of the reports on its accomplishment; Government commission on high technologies and innovations. 29. Absent Absent 13.1.49. Statement on the listing of shares of the Introduced in conformity with Company and (or) issued securities of the Company Article 2.10"a" of Federal law convertible into the Company shares; No. 282-FZ dated 29.12.2012 "On introduction of amendments in some legislative acts of the Russian Federation and recognition of some provisions of the 74 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter legislative acts of the Russian Federation to have become invalid". 30. Absent Absent 13.1.50. Determination of the status of the members Introduced in conformity with of the Company Board of directors the suggested amendments and modifications of the Regulations for the Board of directors of the Company on the basis of p. B.1.1 of the UK Code of Corporate management. Absent Absent 13.1.51. Approval of the Plan of work of the Board of Introduced in conformity with directors p. 3.3 of Chapter 1 of the Code of corporate management of RF FFMS and to bring the Articles of Incorporation in conformity with the practice of operation of the Board of directors. 31. Absent Absent 13.1.52. Election of the Senior independent director Decision of the Board of of the Company in the instances provided by internal directors to approve the Plan documents of the Company of measures to improve corporate management (p. 3 of the Plan) 32. Absent Absent 13.1.53. Drawing up and revision of the Plan of Decision of the Board of 75 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter continuity of the members of the Board of directors directors to approve the Plan of measures to improve corporate management (p. 7 of the Plan) 33. Art. 18.1. Para. 2: The Board of Directors shall Art. 16.1. Para. 2: The Board of Directors shall meet The Company strives to hold meet as necessary, but not less than as necessary, but not less than twice per quarter. not less than one meeting in once per quarter. the form of joint presence per quarter. In view of the number of questions to be considered by the Board of directors, there shall be not less than two meeting per quarter (in personam and in absentia). 34. Absent Absent 16.4. The Board of directors of the Company shall It is suggested to introduce work at meetings held in the form of joint presence the amendment to supplement of the members of the Board of directors to take Art. 16.5 of the Articles of decisions on the matters within its competence. Incorporation on taking decisions in the form of absentee voting.

35. Absent Absent 16.6. The Board of directors of the Company can hold Restatement of the order of meetings by means of electronic (telephone) defining personal presence at communication. The Secretary of the Board of the meeting of the Board of directors held in the form of directors shall arrange for the magnetic (electronic) joint presence. recording of the meeting of the Board of directors.

76 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter Participation in the meeting of the Board of directors held by means of electronic (telephone) communication shall be equated to personal presence thereat. 36. Art. 18.7. At Company's Board of Directors Excluded The order of taking decisions meeting decisions shall be adopted by on the items of the agenda of majority of votes of Company's Board the Board of directors is of Directors members participating in specified in Article 13.1 of the the meeting, unless otherwise draft Articles of Incorporation provided by Russian Federation laws if the Company to facilitate and this Charter. the work with the Articles of 37. Art. 18.8. Decisions of the Board of Directors on Excluded Incorporation. issues: - On approval of a major transaction, - On the increasing of the charter capital of the Company through the issue by the Company of additional shares pursuant to this Charter, shall be adopted unanimously by all members of the Board of Directors For the purpose of decision adoption by the Board of Directors under this 77 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter section of the Charter, exiting Board of Directors members votes shall not be taken into account. 38. Art. 18.9. Decision of approval of a related-party Excluded transaction shall be adopted by Company's Board of Directors pursuant to Article 83 of the Federal Law On Joint-Stock Companies. 26. Management Board 11. Art. 20.7. The Board of Directors may at any time 18.7. The Board of Directors may at any time decide Editorial amendments: The decide to terminate powers of to terminate the powers of the members of the Chairman of the Management Company's Management Board Company's Management Board, except for the Board is elected by the members and to form a new collective Chairman of the Management board, and to form a General meeting of the executive body. new collective executive body Company shareholders.

12. Absent Absent 19.2.5. Nomination by the Company of candidates to Restatement of the procedure the Boards of directors (supervisory boards) of SA; to nominate candidates to the indicated SA management bodies. 13. Art. 21.2.5. Determination of standpoint of the 19.2.6. Determination of the Company (the It is suggested to amend the Company (the Company's Company's representatives) standpoint on the text as the position is representatives) on the following items following items of agendas of the management determined only by the of agendas of management bodies of bodies of SA (excluding executive bodies of SA): representative of the SA (excluding executive bodies of SA): shareholder (member) in the 78 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter Board of directors (Supervisory board) of SA. The members of the collective executive body (Management Board) are not representatives of the Company (shareholder, member). 14. Art. 21.2.5 on definition of the agenda of General - on definition of the agenda of the general meetings It is suggested to amend the Para. 2,3 and Meetings of Shareholders (the of the shareholders (members) of SA (except for the text not to define the position 4 participants) of SA; agenda of the annual General meeting of the of the Management Board on shareholders (members) including items mandatory the matters which in conformity with the to be considered in accordance with the legislation of the SA country of incorporation); legislation are to be mandatorily decided at the annual General meeting of the - on determination of the number of members of the SA Board of Directors, nomination and election of its shareholders (members). on determination of number of members and early termination of their powers; members of the SA Board of Directors, Editorial amendment in the nomination and election of its connection with the suggested members and the early termination of introduction in the Articles of their powers; - on formation (appointment) of the SA sole Incorporation, p. 19.2.5 executive body and early termination of his/her powers, and also determination of the terms and

conditions of the employment contract to be Editorial amendment, and 79 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter on formation of SA executive body, and concluded with him/her; also extension of the early termination of its powers; competence of the Management board by including the position on the conditions of the labor contract with the SA sole executive body. 15. Art. 21.2.11 Review of reports by Vice-Chairmen of 19.2.12. Review of the reports of the members of the The changes are suggested in Company's Management Board, Company's Management and heads of the Company connection with the absence Company's Management Board departments on the results of implementation of of the positions of the deputy members, and heads of Company approved plans, programs, directives, review of chairmen of the Management departments on results of documents and other data on the activities of the Board. Repeated words implementation of approved plans, Company and its SA, ("report") are excluded. programs, directives, review of reports, documents and other data on activities of the Company and S&A 16. Art. 21.2.12 Approval of a report on the outcome of 19.2.13. Approval of the report on the results of the Transferred to the an issue (additional issue) of securities, issue (additional issue) of securities, competence of the Board of reports on the outcome of acquisition directors (Art. 13.1.45 of the of shares from Company's draft Articles of shareholders, reports on the outcome Incorporation) in conformity of redemption of shares, reports on the with Art. 12.2-3 and Art. 76.4 outcome of the presentation to of the Federal law "On joint- Company's shareholders or stock companies". requirements as to redemption of their 80 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter shares, 17. Art. 21.5. In case Company's (Company 19.8. In case the Company's (Company The wording has been representatives') standpoint, including representatives') standpoint on the agenda of the simplified authorization to participate or not to General meeting of the shareholders of SA and participate in voting on issues on the meetings of the SA Board of directors is subject to agenda, to vote for, against, or abstain simultaneous determination at the meeting of the from voting on issues on the agenda of Board of Directors and the Management Board of the S&A General Meetings of Shareholders Company, the standpoint shall be determined only (Members) and S&A Boards of by the Board of Directors of the Company. Directors is subject to determination both by Company's Board of Directors and Management, the standpoint shall be determined only by the Board of Directors. 18. Art. 22.1 The Chairman of the Management 20.1. The Chairman of the Management Board shall Editorial restatement of the Board shall manage current activities be a member of the Management Board of the status of the Chairman of the of the Company in accordance with the Company and shall manage the current activities of Management Board decisions of the General Meeting of the Company in accordance with the decisions of the Shareholders of the Company, Board of General meeting of the Company shareholders, Directors and Company's Management Board of Directors and Company's Management Board adopted in accordance with Board adopted in accordance with their competence. their competence. 19. Art. 22.3.4 Issue of orders, approval of 20.3.4. To issue orders, approve instructions, local Elimination of duplication of instructions, local regulations and regulations and other internal documents of the the powers to issue a power of other internal documents of the Company on issues within his/her competence, attorney as stated in Art. 81 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter Company on issues within its giving instructions binding for all Company's 20.3.3 of the draft Articles of competence, giving instructions for all employees, Incorporation (Art. 22.3.3 of Company's employees, issue of powers the current version). of attorney, including with regard to labor relations, 20. Art. 22.3.9. Allocates responsibilities among the 20.3.9. To allocate responsibilities among the The positions absent in the list Deputy Chairmen, members of the members of the Management Board and heads of of staff of the Company are Management Board and directors of directly subordinated departments, excluded. directly subordinated departments, 21. Art. 22.3.11 Presentation to Company's Board of 20.3.11. To present to the Company's Board of Brought in conformity with Directors of an annual report, balance Directors the annual report, balance sheet, profit and Art. 88.4 of the Federal law sheet, profit and loss statements (profit loss statements (profit and loss accounts), "On joint-stock companies" and loss accounts), distribution of distribution of profits and losses of the Company not pertaining to the time limits profits and losses of the Company 45 later than 30 (thirty) days prior to the date of the to provide information. (forty five) or more days prior to the Company's annual General meeting of the date of Company's Annual General shareholders, Meeting of Shareholders, 27. Documents of the Company 11. Art. 25.4 Para. 2, 3: 23.5. Transfer and sorting of documents shall be The wording has been Transfer and sorting of documents performed in accordance with the laws of the simplified. shall be performed in accordance with Russian Federation and the requirements of archival the requirements of archival bodies. bodies (organizations). Information on the Company shall be submitted to the same in accordance 82 Proxy materials for the Annual General Meeting of Shareholders

No. Article, paragraph, Current version Suggested version Comments subparagraph of the Charter with provisions of Russian Federation laws. 12. Art. 25.8. The Company shall grant shareholders 23.8. The Company shall grant the shareholders and Restatement of the order of and employees of the Company access employees of the Company access to information in access to the documents of to information in compliance with compliance with the provisions of the laws of the confidential character. provisions of Russian Federation laws Russian Federation on state secrets and protection of on state secrets. confidential information.

83 Proxy materials for the Annual General Meeting of Shareholders

DRAFT

APPROVED

By the Annual General Meeting of the Shareholders of JSC "Inter RAO" Dated June 25, 2013 (Minutes No ______dated June ______, 2013)

Chairman of the annual General Meeting of the Shareholders of JSC "Inter RAO"

______G.М. Kurtser

CHARTER of Open Joint-Stock Company

"Inter RAO UES"

(as amended on June 26, 2013)

Moscow 2013

84 Proxy materials for the Annual General Meeting of Shareholders

CONTENTS

Article 1. General Article 2. Legal status of the Company Article 3. Aim and activities of the Company Article 4. Authorized capital of the Company Article 5. Shares, bonds and other issued securities of the Company Article 6. Rights of the shareholders of the Company Article 7. Dividends Article 8. Funds of the Company Article 9. Managing and control bodies of the Company Article 10. General Meeting of the Company shareholders Article 11. Procedure to convene and hold the General Meeting of the Company shareholders Article 12. Suggestions for the agenda of the annual General Meeting of the Company’s Shareholders

Article 13. Board of Directors of the Company

Article 14. Election of the Board of Directors of the Company

Article 15. Chairman of the Board of Directors of the Company

Article 16. Meetings of the Board of Directors of the Company

Article 17. Committees of the Board of Directors of the Company

Article 18. Executive bodies of the Company

Article 19. Management Board of the Company

Article 20. Chairman of Management Board of the Company

Article 21. Audit Committee and Auditor of the Company

Article 22. Accounting and financial statements of the Company

Article 23. Keeping of documents by the Company. Delivery of information by the Company

85 Proxy materials for the Annual General Meeting of Shareholders

Article 24. Reorganization and liquidation of the Company

Data on branches and representative offices of the Company

86 Proxy materials for the Annual General Meeting of Shareholders

Article 1. General 1.1. The Open Joint Stock Company "Inter RAO UES", hereinafter referred to as the Company (former name - Open Joint Stock Company "Sochinskaya TEC", Open Joint Stock Company "Inter RAO UES"), was incorporated following the Decision of the founder dated October 23, 2002 according to the Civil Code of the Russian Federation, Federal Law On Joint Stock Companies, other normative legal acts of the Russian Federation and in its activity is governed by the laws of the Russian Federation and the present Articles of Association. The Company was registered on November 01, 2002 under the Principal State Registration Number (OGRN) 1022302933630. 1.2. The Open joint stock company "Sochinskaya TEC" was renamed on the basis of the decision of the sole shareholder – JSC “RAO UES of Russia” (Minutes No. 1845pr/3 of the Board Meeting of JSC “RAO UES of Russia” dated 28.03.2008) into the Open Joint Stock Company "Inter RAO UES". 1.3. The full name of the Company in Russian is Открытое акционерное общество "Интер РАО ЕЭС", in English - Open Joint Stock Company "Inter RAO UES". 1.4. The abbreviated name of the Company in Russian is ОАО "Интер РАО", in English - JSC "Inter RAO". 1.5. The registered office of the Company is located at 27 Bolshaya Pirogovskaya, bldg. 2, Moscow 119435, the Russian Federation. 1.6. The Company is created for an unlimited period of time. 1.7. Pursuant to the decision of the sole shareholder of the Company – JSC “RAO UES of Russia” (Minutes No. 1791pr/2 of the Board Meeting of JSC “RAO UES of Russia” dated 18.12.2007) the Company was reorganized by accession of the Open Joint Stock Company "Inter RAO UES Holding" (hereinafter referred to as JSC "Inter RAO UES Holding"), Joint Stock Company for Development of International Electrical Relations "INTER RAO UES" (hereinafter referred to as JSC INTER RAO UES), Joint Stock Company "Kaliningradskaya TEC-2" (hereinafter referred to as JSC "Kaliningradskaya TEC-2"), Joint-Stock Company "North-West Thermal Power Plant" (hereinafter referred to as JSC "North-West Thermal Power Plant"), Open Joint-Stock Company "Ivanovskie PGU" (hereinafter referred to as JSC "Ivanovskie PGU"). 1.8. Pursuant to the decision of the extraordinary General Meeting of the Shareholders of the Company dated 26.04.2012 (Minutes No. 11 dated 28.04.2012) the Company was reorganized by accession of the Open Joint Stock Company "First Generating Company of the Wholesale Electric Energy Market" (hereinafter referred to as JSC "OGK-1"), Open Joint Stock Company "Third Generating Company of the Wholesale Electric Energy Market" (hereinafter referred to as JSC "OGK-3"), Open joint-stock company "Bashenergoaktiv" (hereinafter referred to as OJSC "Bashenergoaktiv") created as a result of reorganization of the Bashkir Open Joint Stock Company of power engineering and electrification "Bashkirenergo" (hereinafter referred to as JSC "Bashkirenergo") in the form of split-up, Open Joint Stock Company "INTER RAO Energy" (hereinafter referred to as JSC "INTER RAO Energy"), Open Joint Stock Company "INTER RAO EnergoAktiv" (hereinafter referred to as JSC "INTER RAO EnergoAktiv"). 1.9. In accordance with: - separation balance sheet of JSC “RAO UES of Russia”, containing provisions as to the defining of JSC "Inter RAO UES Holding" as the legal successor of JSC “RAO UES of Russia”, which is a JSC "Inter RAO UES Holding" transfer deed approved by the decision of the Extraordinary

Proxy materials for the Annual General Meeting of Shareholders

General Meeting of the Shareholders of JSC “RAO UES of Russia” of October 26, 2007, Minutes dated October 30, 2007, bearing no number, - CJSC “INTER RAO UES” transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of CJSC “INTER RAO UES” of December 19, 2007, Minutes No. 14 dated December 19, 2007, - JSC "Kaliningradskaya TEC-2" transfer deed approved by the decision of the Extraordinary General Meeting of Shareholders of JSC "Kaliningradskaya TEC-2" of December 17, 2007, Minutes No. 25 of December 17, 2007, - JSC "North-West Thermal Power Plant" transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "North-West Thermal Power Plant" dated December 19, 2007, Minutes No. 25 dated December 19, 2007, - JSC "Ivanovskie PGU" transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "Ivanovskie PGU" dated December 19, 2007, Minutes No. 2 dated December 19, 2007, - JSC "OGK-1" transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "OGK-1" dated June 14, 2012, Minutes dated June 18, 2012, bearing no number,

- JSC "OGK-3" transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "OGK-3" dated June 14, 2012, Minutes dated June 18, 2012, bearing no number,

- separation balance sheet of JSC "Bashkirenergo", containing provisions as to the defining of JSC "Bashenergoactive" as the legal successor of JSC "Bashkirenergo", which is a transfer deed for JSC "Bashenergoactive" approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "Bashkirenergo" of July 27, 2012, Minutes No. 31 dated July 27, 2012,

- JSC "INTER RAO Energy" transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "INTER RAO Energy" dated June 14, 2012, Minutes No. 1 dated June 15, 2012,

- JSC "INTER RAO EnergoAktiv" transfer deed approved by the decision of the Extraordinary General Meeting of the Shareholders of JSC "INTER RAO EnergoAktiv" dated June 14, 2012, Minutes No. 1 dated June 15, 2012.

The Company is the legal successor of JSC "Inter RAO UES Holding", JSC INTER RAO UES, JSC "Kaliningradskaya TEC-2", JSC "North-West Thermal Power Plant", and JSC "Ivanovskie PGU", JSC "OGK-1", JSC "OGK-3", JSC "Bashenergoactive", JSC "INTER RAO Energy", JSC "INTER RAO EnergoAktiv" by way of universal succession of all property, rights and obligations of each of the above companies upon accession to the Company (a record of legal entity activity termination by way of reorganization in the form of accession to the Company) in conformity with the relevant transfer deeds.

Proxy materials for the Annual General Meeting of Shareholders

Article 2. Legal status of the Company 2.1. The legal status of the Company is defined by the Civil Code of the Russian Federation, Federal Law On Joint-Stock Companies and other normative legal acts of the Russian Federation and these Articles of Association. 2.2. The Company is a legal entity under the laws of the Russian Federation. 2.3. The Company has separate assets in its ownership, which are reported in a separate balance sheet, may act in its own name to acquire and exercise property and personal non-property rights, incur obligations, sue and be sued in court. 2.4. The Company has the right to duly open bank accounts within the Russian Federation and outside its borders. 2.5. The Company shall be held liable for its obligations to the extent of all its assets. 2.6. The Company shall not be held liable for the obligations of the Russian Federation or its shareholders. The shareholders of the Company shall not be held liable for the obligations of the Company, except as provided by the laws of the Russian Federation. The shareholders of the Company will run the risk of losses of the Company to the extent of the cost of their shares. The Company shall not be held liable for the obligations of the state and its bodies, the state and its bodies not to be held liable for the obligations of the Company. 2.7. The Company has a round seal bearing its full company name in Russian and indicating its location. The Company may have stamps and letterheads with its trade name, a logo, duly registered trademark, and other means of visual identification. 2.8. The Company shall have civil rights and obligations required for any activity not prohibited by federal laws. 2.9. The Company shall perform mobilized preparation and mobilization activities pursuant to applicable federal laws and other normative legal acts of the Russian Federation. 2.10. The Company shall be entitled to establish (or participate in the establishment) in the prescribed manner of commercial and non-commercial organizations, to set up representative offices and branches acting in accordance with the corresponding articles of association and regulations approved by the Company. The Company shall comprise representative offices and branches described in Appendix No. 1 being an integral part of these Articles of Association. The branches and representative offices of the Company shall not be legal entities, and shall act for and on behalf of the Company and pursuant to the regulations approved by the Company. The Company shall vest its branches and representative offices with assets reported in their separate balance sheets and in balance sheet of the Company. The heads of the branches and representative offices shall be appointed by the Company and act on the basis of the powers of attorney issued by the Company. The branches and representative offices shall carry out their activities for and on behalf of the parent Company. The Company shall be held liable for the activities of its branches and representative offices. 89

Proxy materials for the Annual General Meeting of Shareholders

The data on amendments to the Articles of Association of the Company concerning a change of information on its branches and representative offices shall be submitted to the state authority for legal entities registration on a notification basis. The foresaid amendments to the Articles of Association of the Company shall come into force for third persons upon the notification of the state authority performing legal entities registration. The Company can also set up branches and representative offices outside the Russian Federation pursuant to the laws of the foreign states where the branches and representative offices are located, unless otherwise provided by an international treaty of the Russian Federation. 2.11. The Company may have subsidiaries and affiliates with the rights of a legal entity in the Russian Federation established pursuant to the Federal Law On Joint-Stock Companies, other federal laws and these Articles of Association, and outside the Russian Federation - pursuant to the laws of the foreign states where the subsidiaries and affiliates are located, unless otherwise provided by international treaties of the Russian Federation. 2.12. The Company is a commercial organization.

Article 3. Aims and activities of the Company 3.1. The main aim of the Company shall be to obtain profit. 3.2. To obtain profit, the Company may carry out any activities permitted by law, including, inter alia: - Electric and thermal power generation, - Electric grid and heat supply network continuous availability services, - Electric and thermal power supply (sale) activities, - Receipt (purchase) of electric power from the Wholesale Electric Power (Capacity) Market, - Arrangement of power saving operation modes of power plant equipment and observation of power supply schedules pursuant to contracts, - Operation of electric grids and heat supply networks, - Power plant equipment operation pursuant to applicable regulations, timely and high-quality repairs, retrofitting and reconstruction of power facilities and electric power supply development, - Operation of power facilities not on the books of the Company, under contracts with the owners of these power facilities, - Development and mastering of new technologies and methods providing efficiency, safety and ecological compatibility of the Company's industrial facilities, arrangement of conditions for the development of energy in general, implementation of sector-specific research engineering and innovative programs, establishment of sector-specific R&D funds, - Power and heat sale services for legal entities, - Power supply to consumers connected to the Company's electric grids and heat supply networks pursuant to the contracts concluded, - Foreign economic activities, - Participation in investment projects, organization and funding of investment programs aimed at acquisition of assets abroad and in the Russian Federation, including shares (stocks) of foreign and Russian companies or rights of disposal thereof, 90

Proxy materials for the Annual General Meeting of Shareholders

- Electric power export and import, - Import and export of power equipment, dispatching and automatic controls, and their warranty and post-warranty service, - Development in collaboration with power plants in other countries of operating practices of joint work of UES of Russia and the power supply systems of the Russian Federation with foreign power systems, - Performance of the customer or contractor functions in any internal and international power engineering projects, telecommunication, dispatching and automatic control system projects, - Complex support, development and implementation of international projects and programs in the field of electric power systems, including primary feasible studies, - Participation in working out the development of the concept and strategy for UES of Russia development and its external relations as to electric power with the CIS and non-FSU states, - Consulting services, - Operations with securities in the order established by the current Russian Federation laws, - Engineering survey, development and construction of buildings and facilities of 1 and 2 importance levels in accordance with the state standard, residential and non-residential buildings and other facilities, - Finance leasing in the Russian Federation, - Front-end engineering, design and research aimed at development of electric power systems and controls, operation and transfer capacity enhancement for existing facilities, construction of new power transmission lines (including international), and other electric power facilities, export and power exchange enhancement, - Participation in research and development programs carried out by energy, design and R&D organizations, - Software development intended for solution of issues of management and power supply systems and associations development, creation of information databases and supply of the software nationally and internationally, - Personnel training at the power enterprises of Russia and abroad, and arrangement of exhibitions, displays, presentations and seminars on the achievements of domestic and foreign power industry; - Training and knowledge testing in standards and regulations, maintenance and operation, labor, industrial and fire safety regulations, - Participation in design, implementation and operation of up-to-date and promising communication and data transfer systems in the Russian Federation and abroad, - Nature protection activities, - Operation of internal gas networks, - Environmental impact protection activity, natural resource use, industrial waste disposal, storage, and movement, - Listed property trust, - Securities management,

Proxy materials for the Annual General Meeting of Shareholders

- Exercise of business company executive body powers pursuant to the laws and signed contracts, - Logistics, - Security activities solely for own safety performed by a security service created by the Company whose operations are governed by the Russian Federation Law On Private Detective and Security Activity in the Russian Federation and other Russian Federation laws, -Customs agent and broker activity, - Arrangement and implementation of defense programs as to mobilization preparation, civil defense, emergency situations, and protection of data classified as a state secret pursuant to the laws of the Russian Federation, - Other types of activity permitted by the laws of the Russian Federation. 3.3. The Company may be engaged in certain types of activity specified by the federal laws only provided it has a special permit (license). The Company's right to carry our certain types of activity that require licensing shall come into force upon granting of such license or as specified therein, or terminate upon expiration, unless otherwise provided by the applicable laws of the Russian Federation.

Article 4. Authorized capital of the Company 4.1. The authorized capital of the Company is comprised of the par value of the Company shares acquired by its shareholders (placed shares). 4.2. The authorized capital stock of the Company amounts to two hundred ninety-three billion three hundred thirty-nine million seven hundred two thousand eight hundred thirty-two (293,339,702,832.56769861 56769861/100,000,00) rubles. The Company has placed ordinary registered uncertified shares of the same par value of zero point zero two eight zero nine seven six seven (0.02809767) rubles each in the amount of ten trillion four hundred forty billion nine hundred ninety-seven thousand six hundred eighty-three (10,440,000,997,683) pieces. 4.3. The authorized capital of the Company may be: - Increased by way of increase in the par value of shares, or issue of additional shares, - Reduced by way of reduction in the par value of shares or reduction of their total quantity, and by way of purchase and redemption of part of the Company's issued shares pursuant to these Articles of Association. 4.4. The authorized capital of the Company shall be increased only upon full payment thereof. 4.5. The authorized capital of the Company may be reduced as prescribed by the laws of the Russian Federation and these Articles of Association. 4.6. The Company shall reduce its authorized capital as provided by the Federal law On Joint- Stock Companies. 4.7. The Company may acquire its own placed shares if so decided by the General Meeting of the Shareholders on reduction of the authorized capital of the Company by way of purchase of part of the placed shares in order to reduce their total number. The General Meeting of the Shareholders may not adopt decisions as to reduction of the authorized capital of the Company by way of purchase of part of the placed shares in order to

Proxy materials for the Annual General Meeting of Shareholders

reduce their total number if the par value of the outstanding shares falls below the minimum authorized capital established by the Federal Law On Joint Stock Companies. The shares acquired by the Company in accordance with this section shall be redeemed upon acquisition. Following the decision of the General Meeting of the Shareholders, payment for the shares acquired pursuant to this section may be effected in cash and/or by other assets. 4.8. The Company has the right to place additional seven trillion two hundred thirty-four billion one hundred twelve million eight hundred forty-seven thousand three hundred thirty (7,234,112,847,330) ordinary registered uncertified shares with the par value of zero point zero two eight zero nine seven six seven (0.02809767) each (authorized shares) entitling the bearer to the same rights as the placed ordinary shares of the Company under these Articles of Association. Article 5. Shares, bonds and other issued securities of the Company 5.1. The Company shall be entitled to place additional shares and other issued securities by subscription and conversion. In case of increase in the authorized capital of the Company at the expense of its property the Company shall place additional shares by means of their distribution among the shareholders. 5.2. Conversion of ordinary shares into preferred shares, bonds and other securities shall not be permitted. 5.3. The Company shall place shares and other securities convertible into shares pursuant to the laws of the Russian Federation. 5.4. Pursuant to the laws of the Russian Federation, the Company's shareholders shall have a preemptive right to acquire additional shares placed by subscription and issued securities convertible into shares in an amount pro rata the number of the shares of the same category (type) in their ownership. 5.5. If in exercising the preemptive right to purchase additional shares, and in consolidation of shares, a whole number of shares cannot be acquired by a shareholder, parts of the shares shall be formed (fractional shares). A fractional share shall entitle the shareholder being the owner thereof to the rights granted by a share of the same category (type) in the amount corresponding to the relevant part of the whole share. Fractional shares shall be outstanding on a par with whole shares. If one person acquires two or more fractional shares of the same category (type), these shares form a whole and/or fractional share equal to the sum of these fractional shares. 5.6. Payment for additional shares placed by subscription may be effected in cash, securities, other property, or property rights or other rights with a monetary value. Payment for additional shares by offsetting monetary claims against the Company shall be permitted in case of private placement. The form of payment for additional shares shall be determined by their placement decision. The payment for any other issued securities may be effected in cash only.

Proxy materials for the Annual General Meeting of Shareholders

5.7. The Company may acquire shares placed by it following the decision of the Board of Directors of the Company, except as provided by sec. 4.7. of these Articles of Association. The Board of Directors shall not be entitled to adopt decisions on acquisition of shares if the par value of outstanding shares is less than 90 percent of the authorized capital of the Company. The shares acquired by the Company in accordance with this section shall not grant voting rights, they shall not be considered at counting votes, nor have dividends accrued for the same. Such shares shall be sold following the decision of the Board of Directors at a price not lower than their market value within one year from the date of acquisition. Otherwise, the General Meeting of the Shareholders shall adopt the decision on reduction of the Company's authorized capital by way of redemption of the said shares. Following the decision of the Board of Directors, payment for the shares purchased pursuant to this section may be effected in cash and/or by other assets. Article 6. Rights of the shareholders of the Company 6.1. Each ordinary share of the Company shall have the same par value and grant the shareholder being the owner thereof the same rights. 6.2. Shareholders - owners of ordinary shares of the Company shall have the following rights: 6.2.1. To participate in the General Meeting of the Shareholders with the right of voting on all issues within its competence in person or through their representatives, 6.2.2. To introduce items in the agenda of the General Meeting of the Shareholders as prescribed by the laws of the Russian Federation and these Articles of Association, 6.2.3. To receive dividends declared by the Company, 6.2.4. To obtain information on the Company's activities and examine the Company's documents pursuant to Article 91 of the Federal Law On Joint Stock Companies, other normative legal acts and these Articles of Association, 6.2.5. To request redemption by the Company of all or part of their shares as prescribed by the laws of the Russian Federation, 6.2.6. In case of issue by the Company of additional shares - a preemptive right to acquire the additional shares and issued securities convertible into shares by way of subscription in an amount pro rata the number of the shares of the same category (type) owned by them, as prescribed by the laws of the Russian Federation, 6.2.7. To acquire a part of the Company's assets in case of its liquidation as prescribed by the laws of the Russian Federation and these Articles of Association, 6.2.8. To exercise other rights as provided by the legislation of the Russian Federation, these Articles of Association and decisions of the General Meeting of the Shareholders taken within its competence. Article 7. Dividends 7.1. The Company shall be entitled to adopt decisions on (declare) dividends on outstanding shares following the results of the first quarter, six or nine months of the fiscal year and/or of the fiscal year. The decision on payment (declaration) of dividends following the results of the first

Proxy materials for the Annual General Meeting of Shareholders

quarter, six or nine months of the fiscal year may be adopted within three months after the end of the relevant period. The Company shall pay the declared dividends on shares of each category (type). 7.2. The Company is not entitled to pay the declared dividends on shares: - If as of the date of payment the Company shows signs of insolvency (bankruptcy) pursuant to the laws of the Russian Federation on insolvency (bankruptcy) or if the Company reveals the same as a result of the payment of the same, - If as of the day of payment the Company's net assets value is less than the amount of its authorized capital and reserve fund, or becomes less than the above amount following the payment of the dividends, - In other cases stipulated by the federal laws. Upon the termination of the circumstances specified in this section, the Company shall pay the declared dividends to the shareholders. 7.3. Decisions on payment (declaration) of dividends, including decisions on the size of the dividends and method of payment on the shares of each category (type) shall be adopted by the General Meeting of the Shareholders. The size of the dividend may not exceed the amount recommended by the Board of Directors of the Company. The General Meeting of the Shareholders shall be entitled to decide not to pay dividends on ordinary shares. 7.4. The Company shall not adopt decisions on (declare) payment of dividends on shares: - Until the authorized capital of the Company is paid in full, - Until redemption of all Company shares to be redeemed in accordance with Article 76 of the Federal Law On Joint-Stock Companies, - If as of the date of such decision the Company shows signs of insolvency (bankruptcy) pursuant to the laws of the Russian Federation on insolvency (bankruptcy) or if the foresaid signs appear in the Company as a result of dividend payment; - If as of the day of such decision the Company's net assets value is less than its authorized capital and reserve fund, or becomes so following such decision, - In other cases stipulated by the federal laws. 7.5. The source of dividend payment shall be the Company's profit after tax (Company's net profit). The Company's net profit shall be calculated based on the Company's accounts. 7.6. The dividend payment date shall be defined by the General Meeting of the Shareholders but may not be later than the deadline set by the Federal Law On Joint-Stock Companies.

Article 8. Funds of the Company 8.1. The Company shall establish a Reserve Fund in the amount of fifteen (15) percent of the authorized capital of the Company. 95

Proxy materials for the Annual General Meeting of Shareholders

8.2. The amount of compulsory annual deductions to the Reserve Fund of the Company shall be five (5) percent of the Company's net profit until the stated amount of the reserve fund is reached. 8.3. The Company's Reserve fund will be established for the purpose of compensating its losses, payment on bonds and redemption of the shares of the Company when no other funds are available. The Reserve Fund of the Company may not be used for other purposes. 8.4. To secure its economic and financial activities as a business entity the Company shall be entitled to establish other funds in accordance with the laws of the Russian Federation. Article 9. Managing and control bodies of the Company 9.1. The Company's managing bodies are: - General Meeting of the Shareholders, - Board of Directors, - Company's Management Board (collective executive body), - Chairman of the Management Board (sole executive body). 9.2. The Company's Audit Commission is the Company's business control body. Article 10. General Meeting of the Shareholders of the Company 10.1. The General Meeting of the Shareholders is the supreme managing body of the Company. The following issues shall fall within the competence of the General Meeting of the Shareholders: 10.1.1. Amendments and modifications of the Articles of Association, or approval of a new version of the Company's Articles of Association, * the decision is taken at the suggestion of the Board of Directors by a three-fourths majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.2. Reorganization of the Company, * the decision is taken at the suggestion of the Board of Directors by a three-fourths majority votes of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.3. Liquidation of the Company, appointment of the Liquidation Committee, and approval of interim and final liquidation balance sheets, * the decision is taken at the suggestion of the Board of Directors by a three-fourths majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.4. Determination of a number, par value, category (type) of declared shares and rights granted by these shares;

Proxy materials for the Annual General Meeting of Shareholders

* the decision is taken at the suggestion of the Board of Directors by a three-fourths majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.5. Increase of the Company's authorized capital by increase of the par value of shares or by distribution of additional shares among the Company shareholders at the expense of its assets; * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.6. Increase of the authorized capital by placing additional shares (issued securities convertible into shares of the Company) by means of private placement, and also by placing ordinary shares of the Company (issued securities convertible into ordinary shares of the Company), making more than 25 % of the ordinary shares of the Company placed earlier by means of public subscription; * the decision is taken at the suggestion of the Board of Directors by a three-fourths majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.7. Decrease in the authorized capital of the Company by reduction of the par share value; * the decision is taken at the suggestion of the Board of Directors by a three-fourths majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.8. Decrease in the authorized capital of the Company by the Company's acquisition of a portion of the placed shares to reduce their total number, and by redemption of shares acquired by the Company, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.9. Splitting and consolidation of shares of the Company; * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders - owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.10. Determination of the number of the members to form the Board of Directors, election of the members to the Company's Board of Directors and early termination of their powers, * the decision is taken by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders; the members of the Board of Directors are elected by cumulative voting in the order prescribed be sec. 10.5 of this Article. 10.1.11. Election and early termination of the powers of the Management Board Chairman,

Proxy materials for the Annual General Meeting of Shareholders

* the decision is taken by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders. 10.1.2. Election of the Company's Audit Commission and early termination of its powers, * the decision is taken by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.13. Approval of the Company's Auditor, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.14. Decision on delegating the authority of the sole executive body of the Company to a managing company (manager), * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.15. Approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the Company, and distribution of profits (including payment (declaration) of dividends, to the exception of profits distributed as dividends following the results of the first quarter, six or nine months of the fiscal year) and the Company's losses in the fiscal year, * the decision is taken by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.16. Determination of the procedure for the holding of the General Meeting of the Shareholders, * the decision is taken by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.17. Election of the Counting Commission members and early termination of their powers, * the decision is taken by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.18. Payment (declaration) of dividends for the first quarter, six or nine months of the fiscal year, * the decision is taken at the suggestion of the Board of Directors by a majority votes of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.19. Approval of interested party transactions as provided by Article 83 of the Federal law On Joint-Stock Companies, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company not interested in the transaction

Proxy materials for the Annual General Meeting of Shareholders

10.1.20. Approval of major transactions as provided by Article 79 of the Federal law On Joint-Stock Companies, * the decision is taken at the suggestion of the Board of Directors by a three-fourths' majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.21. Decision on participation in financial industrial groups, associations and other business organizations, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.22. Approval of by-laws regulating the activities of the Company, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.23. Decision on remunerations and/or compensations for members of the Audit Commission, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.24. Decision on remunerations and/or compensations for members of Company's Board of Directors, * the decision is taken at the suggestion of the Board of Directors by a majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.25. Statement of delisting of the shares of the Company and/or issued securities of the Company convertible into its shares, * the decision is taken at the suggestion of the Board of Directors by a three-fourths' majority vote of the shareholders – owners of voting shares of the Company taking part in the General Meeting of the Shareholders 10.1.26. Solution of other issues pursuant to the Federal law On Joint-Stock Companies.

10.2. Issues within the competence of the General Meeting of the Shareholders shall not be delegated to the Board of Directors, the Company's Management Board, or the Chairman of the Company's Management Board. The General Meeting of the Shareholders shall not be entitled to consider and adopt decisions on issues beyond its competence pursuant to the Federal law On Joint-Stock Companies. 10.3. The decision of the General Meeting of the Shareholders on a voting issue shall be adopted as provided by Clause 10.1 of this Article, unless otherwise specified by the Federal Law On Joint-Stock Companies.

Proxy materials for the Annual General Meeting of Shareholders

The decision on filing a statement on delisting the shares of the Company and/or issued securities of the Company convertible into its shares shall become effective, provided that the total number of the shares requested to be redeemed does not exceed the number of the shares which can be redeemed by the Company in view of the limitation stated in p. 5 of Article 76 of the Federal Law On Joint-Stock Companies. 10.4. The General Meeting of the Company’s Shareholders shall not be entitled to adopt decisions on issues outside the agenda of the General Meeting of the Company’s Shareholders, or to change the agenda. 10.5. Voting at the General Meeting of the Shareholders shall be conducted on a one-share-one- vote basis, to the exception of cumulative voting to elect members of the Board of Directors. For the purpose of cumulative voting, the number of votes held by each shareholder shall be multiplied by the number of persons to be elected to the Company's Board of Directors, and the shareholder shall be entitled to cast such votes for one candidate or distribute them among two or more candidates. The candidates getting the greatest number of votes shall be deemed elected to the Company's Board of Directors. 10.6. The General Meeting of the Shareholders shall be held in Moscow or at the location of the Company's branches and representative offices. The Board of Directors shall determine the venue of the General Meeting of the Shareholders, when considering the issues related to the holding of the General Meeting of the Shareholders. 10.7. The Chairman of the Board of Directors, or another person appointed by the decision of the same shall preside over the General Meeting of the Shareholders. Article 11. Procedure to convene and hold the General Meeting of the Company’s Shareholders 11.1. The annual General Meeting of the Shareholders shall be held not earlier than two months and not later than six months after the end of the fiscal year. The annual General Meeting of the Shareholders shall cover election of the Board of Directors, Audit Commission, approval of the Company’s Auditor, approval of the documents presented by the Company's Board of Directors - annual report of the Company, annual financial statements, including the Company's profit and loss statements (profit and loss accounts), and also distribution of profits (including payment (statement) of dividends, to the exception of the profits distributed as dividends following the results of the first quarter, six or nine months of the fiscal year), and losses of the Company following the results of the fiscal year. Any meeting of shareholders held in addition to the Annual Meeting shall be deemed extraordinary. 11.2. An extraordinary General Meeting of the Company’s Shareholders shall be convened by the decision of the Company's Board of Directors at its own discretion, following the request of the Audit Commission, Company's Auditor, and the shareholder(s) owning at least ten (10) percent of the voting shares as of the date of the request. Convocation of an Extraordinary General Meeting of the Shareholders at the request of the Audit Commission, Auditor, or shareholders owning at least ten (10) percent of the Company's voting 100

Proxy materials for the Annual General Meeting of Shareholders

shares shall be performed by the Board of Directors of the Company. Such General Meeting of the Shareholders shall be held within forty (40) days after the request for an extraordinary General Meeting of the Shareholders is duly submitted, except as otherwise provided by the Federal law On Joint-Stock Companies.

If the suggested agenda of the extraordinary General Meeting of the Shareholders contains an item on the election of the members to the Board of directors of the Company, such General Meeting of the Shareholders should be held within 70 days after the request for the extraordinary General Meeting of the Shareholders is duly submitted. If the Board of Directors of the Company is obliged to take the decision on holding an extraordinary General Meeting of the Shareholders to elect the members to the Board of Directors of the Company, such General Meeting of the Shareholders should be held within 90 days after the Board of Directors of the Company takes the decision to hold the same. The Board of Directors of the Company shall take the decision to convene an extraordinary General Meeting of the Company’s Shareholders or to refuse to convene the same within five (5) days after the Audit Commission, Auditor of the Company, or shareholders owning at least ten (10) percent of the Company's voting shares submit the request to convene such extraordinary General Meeting of the Company’s Shareholders. The decision of the Board of Directors of the Company to convene an extraordinary General Meeting of the Company’s Shareholders or to refuse to convene the same stating the reasons therefor shall be sent to the persons requesting its convocation within three (3) days after it is taken. If during the period established in this article the Board of Directors fails to take the decision on convocation of an extraordinary General Meeting of the Company’s Shareholders or decides to refuse to convene it, the body of the Company or person requesting its convocation shall have the right to appeal to the court to oblige the Company to hold an extraordinary General Meeting of the Shareholders. 11.3. The General Meeting of the Shareholders shall be held in the form of a joint presence of shareholders (shareholders' representatives) to discuss the agenda and take decisions on the issues submitted to voting. Decisions of the General Meeting of the Shareholders may be adopted by absentee voting (by ballot) without joint presence of shareholders to discuss the agenda and take decisions on the issues submitted to voting. The General Meeting of the Shareholders with the items of the agenda including election of the Company's Board of Directors, Audit Commission, Auditor, and items envisaged by Article 48.1.11 of the Federal Law On Joint-Stock Companies may not be held in the form of absentee voting. A second General Meeting of the Shareholders shall not be held in the form of absentee voting in order to replace a failed General Meeting of the Shareholders, which was to have been held in the form of joint presence.

101

Proxy materials for the Annual General Meeting of Shareholders

11.4. The functions of the Counting Committee at the General Meeting of the Shareholders shall be performed by a professional securities market participant - holder of the Company's register of shareholders (the Company's registrar). 11.5. The list of persons entitled to participate in the General Meeting of the Shareholders shall be compiled on the basis of the Company's register of shareholders. The date of compilation of the list of persons entitled to participate in the General Meeting of the Company’s Shareholders may not be earlier than the date of the decision to convene the General Meeting of the Shareholders nor earlier than fifty (50) days prior to the date of the General Meeting of the Shareholders, unless otherwise provided by the Federal Law On Joint-Stock Companies. 11.6. The notice on convening a General Meeting of the Shareholders shall be published by the Company in the IZVESTIYA Newspaper and posted on the Company's website not less than thirty (30) days prior to the holding date, unless a longer term is set by the Federal Law On Joint-Stock Companies. 11.7. The ballots for voting on the agenda items should be sent by registered mail to the address specified in the list of persons eligible to participate in the General Meeting of the Shareholders, or delivered against receipt to each person named on the list of persons eligible to participate in the General Meeting of the Shareholders not later than twenty (20) days prior to the date of the General Meeting of the Shareholders. 11.8. Information (materials) on the items of the agenda of the General Meeting of the Shareholders shall be accessible to the persons entitled to attend the General Meeting of the Shareholders for twenty (20) days, and in the event the agenda of the General Meeting of the Shareholders includes the issue of restructuring of the Company – for thirty (30) days before the General Meeting of the Shareholders, at the premises of the executive body of the Company or another location as specified in the Notice on the General Meeting of the Shareholders or posted on the Company's website not later than thirty (30) days before the scheduled date. Such information (materials) shall be accessible to the persons participating in the General Meeting of the Shareholders during its progress. The procedure to allow the persons entitled to participation in the General Meeting of the Shareholders to review information (materials) as to the agenda of the General Meeting of the Shareholders and the list of such information (materials) shall be determined by the Board of Directors of the Company. 11.9. The right to participate in the General Meeting of the Shareholders may be exercised by the shareholder personally and through his/her representative. In case a share of the Company is jointly held by several persons they shall be given one copy of the ballot for voting on all items or one copy of two and more ballots for voting on different items, and the voting powers shall be exercised at the General Meeting of the Shareholders at their discretion by one of the joint holders or by their common representative. The powers of each of these persons must be properly documented. 11.10. At holding the General Meeting of the Shareholders in the form of joint presence the persons included in the list of persons eligible to participate in the General Meeting of the

102

Proxy materials for the Annual General Meeting of Shareholders

Shareholders (or their representatives) may participate in such meeting or send their completed ballots to the Company. The voting on the items of the agenda of the General Meeting of the Shareholders held in the form of absentee voting shall be performed only by using voting ballots. 11.11. A General Meeting of the Shareholders is competent (the quorum is present) if its participants are shareholders owning together more than half of the votes of the placed voting shares of the Company. To be considered to take part in the General Meeting of the Shareholders, the relevant shareholders should be registered for participation or should have sent their ballots to be received not later than two days before the date the General Meeting of the Shareholders. To be considered to take part in the General Meeting of the Shareholders held in the form of absentee voting, the relevant shareholders should have sent their ballots to be received before the final date set for the receipt of the ballots. 11.12. In the absence of a quorum at the annual General Meeting of the Company’s Shareholders, another General Meeting of the Company’s Shareholders shall be held with the same agenda. In the absence of a quorum at the extraordinary General Meeting of the Company’s Shareholders another General Meeting of the Shareholders shall be held with the same agenda. A repeated General Meeting of the Company’s Shareholders convened instead of the failed one shall be competent if attended by the shareholders owning not less than thirty (30) percent of the placed voting shares of the Company. During the repeated General Meeting of the Shareholders held within forty (40) days after the failed General Meeting of the Shareholders, the persons entitled to attend the General Meeting of the Shareholders shall be determined in accordance with the list of persons entitled to participate in the failed General Meeting of the Shareholders. In the absence of a quorum at the annual General Meeting of the Shareholders convened on the basis of a court decision, a repeated General Meeting of the Shareholders shall be held with the same agenda. No additional judicial recourse shall be required. In the absence of a quorum for an extraordinary General Meeting of the Shareholders convened on the basis of a court decision, no repeated General Meeting of the Shareholders shall be held. 11.13. The minutes of voting results shall be drawn and signed by the members of the Counting Commission or by the person exercising the functions of the same within three (3) business days upon the closing of the General Meeting of the Shareholders. 11.14. The minutes of the General Meeting of the Shareholders shall be drawn in two originals within three (3) business days upon the closing of the General Meeting of the Shareholders. Both originals shall be signed by the Chairman and Secretary of the General Meeting of the Shareholders. 11.15. The voting results and decisions taken by the General Meeting of the Shareholders may be announced at the General Meeting of the Company’s Shareholders. If the results of voting at the General Meeting of the Shareholders are not announced at the General Meeting of the Shareholders, and also in case the General Meeting of the Shareholders 103

Proxy materials for the Annual General Meeting of Shareholders

is held in the form of absentee voting, the decisions taken by the General Meeting of the Company’s Shareholders, and also the voting results are to be brought to the notice of the persons on the list entitled to participate in the General Meeting of the Company’s Shareholders within ten (10) days after the minutes on the voting results are drawn in the form of a report on the voting results as prescribed for the General Meeting of the Company’s Shareholders. Article 12. Suggestions for the agenda of the annual General Meeting of the Company’s Shareholders 12.1. The shareholder(s) of the Company owning in aggregate at least two (2) percent of the voting shares of the Company shall be entitled not later than sixty (60) days after the end of the fiscal year to suggest items to the agenda of the annual General Meeting of the Shareholders and nominate candidates for the Board of Directors, Audit Commission of the Company, their number not to exceed the established number of the members of the relevant body of the Company. 12.2. In case the suggested agenda of an extraordinary General Meeting of the Shareholders contains election of the Board of Directors (supervisory board) of the Company, the shareholder(s) owning in aggregate not less than 2 percent of the voting shares of the Company have the right to nominate candidates for election to the Board of Directors (supervisory board) of the Company, their number not to exceed the established number of the members of the Board of Directors (supervisory board) of the Company. The suggestions listed in this clause should be received by the Company not later than 30 days prior to the extraordinary General Meeting of the Shareholders. 12.3. The items suggested to be included in the agenda of the General Meeting of the Shareholders and candidates nominated shall be stated in written form specifying the name (names) of the shareholder(s) submitting them, the number and category (type) of their shares and shall be signed by the relevant shareholder(s). 12.4. The items suggested to be included in the agenda of the General Meeting of the Shareholders shall contain the wording of each proposed item, and the candidate nomination – the name and ID particulars (document number, date and place of issue, issuing authority) for each candidate nominated, and the body to which the same is suggested to be elected. Additional requirements to the candidates to the Board of Directors and Audit Commission of the Company may be established by the Company’s by-laws. 12.5. The Board of Directors of the Company shall consider the suggestions received and decide on their inclusion in the agenda of the General Meeting of the Company’s Shareholders or refusal to include the same in the agenda within five (5) days after the date specified in Clauses 12.1, 12.2 of this Article. 12.6. The Board of Directors may refuse to include the items suggested by the shareholder(s) in the agenda of the General Meeting of the Shareholders, or to include candidates nominated in the list for election to the relevant body of the Company pursuant to the Federal Law On Joint-Stock Companies and other normative legal acts of the Russian Federation. 12.7. A grounded decision of the Company's Board of Directors on refusal to include an item in the agenda of the General Meeting of the Company’s Shareholders or a candidate in the list for election to the appropriate body shall be sent to the Company's shareholder(s) having suggested the item or nominated the candidate within three (3) days after it is taken. 104

Proxy materials for the Annual General Meeting of Shareholders

12.8. The Company's Board of Directors may not modify the wording of the items suggested for inclusion in the agenda of the General Meeting of the Shareholders, or (if applicable) the wording of the decisions on such items. In addition to the items proposed by shareholders for inclusion in the agenda of the General Meeting of the Shareholders, and also in absence of such proposals or insufficient number of candidates nominated by shareholders for the appropriate body, the Board of Directors of the Company may include items in the agenda of the General Meeting of the Shareholders or candidates to the list at its discretion.

Article 13. Board of Directors of the Company 13.1. The Company's Board of Directors shall perform overall management of the Company, to the exception of issues referred by the Federal Law On Joint Stock Companies and these Articles of Association to the competence of the General Meeting of the Shareholders. The following issues shall pertain to the competence of the Company's Board of Directors: 13.1.1. Determination of the Company's priority areas of activity and strategy, including the strategic priorities of the Company development and Reports on the strategy implementation; 13.1.2. Consideration of suggestions made by the Company shareholders to nominate candidates for the managing and controlling bodies of the Company, and also to introduce items in the agenda of the General Meeting of the Shareholders; 13.1.3. Convocation of annual and extraordinary General Meetings of the Company’s Shareholders, except for the instances stipulated by Article 11.2.7 of these Articles of Association; 13.1.4. Approval of the agenda of the General Meeting of the Company’s Shareholders; 13.1.5. Election of the Secretary of the General Meeting of the Shareholders; 13.1.6. Determination of the date for drawing a list of persons entitled to participate in the General Meeting of the Shareholders, approval of the budget for the General Meeting of the Company’s Shareholders, and other issues related to the preparation and holding of the General Meeting of the Company’s Shareholders; 13.1.7. Putting the issues provided by subclauses 10.1.1, 10.1.2, 10.1.5 - 10.1.9, 10.1.13, 10.1.14, 10.1.18 - 10.1.25, 10.1.25 of Article 10.1 of these Articles of Association to the consideration of the General Meeting of the Company’s Shareholders; * The matters referred to in subclauses 13.1.1 – 13.1.7 of this Article shall be decided by a majority vote of the members of the Board of Directors taking part in its session. 13.1.8. Increase of the Company's authorized capital by placement through a public offering of additional shares of the Company from the number of the declared shares, and also bonds convertible into shares and other issued securities convertible into shares, the total amount of which not to exceed 25 percent of all outstanding shares of the Company; * The decision on the matter of subclause 13.1.18 of this Article is taken unanimously by all members of the Board of Directors, the votes of the retired members of the Board of directors of the Company to be ignored.

105

Proxy materials for the Annual General Meeting of Shareholders

13.1.9. Placement by the Company of additional shares in which preference shares of a certain type convertible in ordinary shares or preference shares of other types placed by the Company are to be converted, if such placement is not connected with increase in the authorized capital of the Company, and also placement by the Company of bonds or other issued securities, except for shares; 13.1.10. Approval of decisions on the issue (additional issue) of securities and securities prospectuses; 13.1.11. Determination of the price (monetary value) of property, price of placement and redemption of issued securities in the instances provided by the Federal Law On Joint-Stock Companies; 13.1.12. Acquisition of shares, bonds and other securities issued by the Company as provided by these Articles of Association and the Federal Law On Joint-Stock Companies; 13.1.13. Determination of the number of the Company's Management Board members, election of the Management Board members, and adoption of the resolution to terminate the powers of the Management Board members, including the decision on early termination of the employment contract with the same; 13.1.14. Determination of the size of remuneration and compensation paid to the Chairman and Management Board members; 13.1.15. Calling the Management Board Chairman and members to disciplinary liability and offering incentives for the same pursuant to the Russian Federation labor laws and the Company's by-laws; 13.1.16. Consideration of the Management Board reports on the Company's activities, on implementation of the decisions of the General Meeting of the Shareholders and the Board of Directors; * The matters referred to in subclauses 13.1.9 – 13.1.16 of this Article shall be decided by a majority vote of the members of the Board of Directors taking part in its session. 13.1.17. Suspension of the powers of the managing company (manager) and appointment of a temporary sole executive body of the Company; 13.1.18. Suspension of the powers of the Chairman of the Company's Management Board and appointment of an Acting Chairman of the Company's Management Board; * The decision on the matter of subclauses 13.1.17-13.1.18 of this Article is taken by a three- quarters' majority vote of the members of the Board of Directors, the votes of the retired members of the Board of Directors of the Company to be ignored. 13.1.19. Recommendations to the General Meeting of the Shareholders on the size of compensations and remunerations to be paid to the members of the Audit Commission, and determination of the Auditor's remuneration; 13.1.20. Recommendations on the size of the dividends on shares and procedure for payment of the same, 13.1.21. Use of the Reserve Fund and other funds of the Company, approval of estimates for the use of the Company funds and review of the reports on the results of Company funds use, as well

106

Proxy materials for the Annual General Meeting of Shareholders

as approval of the Company's by-laws specifying the procedure to form and use the funds of the Company; 13.1.22. Approval of the Company's by-laws, except for the by-laws within the competence of the General Meeting of the Shareholders and by-laws within the competence of the Company's executive bodies; 13.1.23. Approval of the Business Plan (revised Business Plan) and report on the results of implementation thereof, including approval, amendments and modifications of the investment program; 13.1.24. Approval of the target values (adjusted values) of the key performance indicators (KPIs) of the Company and reports on their implementation, as well as methods of calculation and evaluation of implementation thereof; 13.1.25. Approval of projects (including those connected with the establishment of new organizations and joint ventures, attracting investments, new construction, reconstruction, upgrading of facilities) that entail or may entail costs or other liabilities of the Company amounting to not less than five (5) percent of the book value of the Company's assets according to its financial statements as of the latest accounting date, 13.1.26. Approval of transactions (including a set of related transactions) that entail or may entail the Company's liabilities amounting to not less than five (5) percent of the book value of the Company's assets according to its financial statements as of the latest accounting date, 13.1.27. Decisions on the Company's participation in other companies (among them through the establishment of an organization, including preliminary approval of the decision on its establishment, approval of the articles of association of the company and electing of candidates for the management and control bodies), change in the interest share (number of shares, equity interest, stocks), encumbrance of shares (stocks), save as otherwise provided by Article 10.1.21 of these Articles of Association. 13.1.28. Approval of the following transactions: - Transactions related to gratuitous donation of the Company's property or property claim rights to itself or a third party; - Transactions relating to the exemption from property liability to itself or a third party; - Transactions related to provision of gratuitous services (performance of gratuitous works) by the Company for third parties; 13.1.29. Determination of the position of the Company (the Company's representatives) on the following items of the agenda of the management bodies of its subsidiaries and affiliates (hereinafter referred to as SA), except for the executive bodies of SA: - reorganization, liquidation of SA; - determination of the number, face value, category (type) of the authorized shares of SA and the rights granted by these shares; - increase of the authorized capital of SA; - placement of SA securities convertible into ordinary shares;

107

Proxy materials for the Annual General Meeting of Shareholders

- splitting and consolidation of SA shares; - approval of SA transactions (including several related transactions) related to alienation or potential alienation of property constituting fixed assets, intangible assets, construction in progress for the purpose of generation, transmission, dispatching, distribution of electric and thermal power, with the book or market value in excess of thirty million (30,000,000) rubles; - approval of transactions (including several related transactions) than involve or may involve SA liabilities equal to or exceeding the equivalent of three billion (3,000,000,000) rubles, 13.1.30. Determination of areas of insurance coverage of the Company, including approval of the Program of insurance of the Company; 13.1.31. Definition of the procurement policy in the Company, including approval of the Regulations of regulated procurement of goods, works and services (hereinafter referred to as the Regulations, approval of the head of the Company's Central procurement committee and its members, as well as adoption of other decisions in accordance with the Regulations and review of the reports on the results of the procurement activity, 13.1.32. Alienation (sale) of the shares of the Company placed at the disposal of the Company as a result of their acquisition or redemption from the Company's shareholders, as well as in other cases provided by the laws of the Russian Federation, 13.1.33. Establishment of branches and representative offices of the Company, liquidation of the same, and introduction of amendments and modifications to the Articles of Association of the Company related to the establishment of branches, representative offices of the Company and liquidation of the same, * The decisions on the matter of subclauses 13.1.19-13.1.33 of this Article are taken by a majority vote of the members of the Board of Directors participating in its session. 13.1.34. Approval of major transactions pursuant to Chapter X of the Federal Law On Joint- Stock Companies, * The decision on the matter of subclause 13.1.34 of this Article is taken by a unanimous vote of all members of the Board of Directors, the votes of the retired members of the Board of directors of the Company to be ignored. 13.1.35. Approval of related party transactions pursuant to Chapter XI of the Federal law On Joint-Stock Companies, * The decision on the matter of subclause 13.1.35 of this Article is taken by a majority vote of independent directors not interested in the transaction. 13.1.36. Approval of the Company's registrar, terms of the contract concluded and termination of the contract with the same, 13.1.37. Election of the Chairman of the Company's Board of Directors and early termination of his/her powers, 13.1.38. Election of the Deputy Chairman of the Company's Board of Directors and early termination of his/her powers, 13.1.39. Election of the Secretary of the Company's Board of Directors and early termination of his/her powers, 108

Proxy materials for the Annual General Meeting of Shareholders

13.1.40. Formation of committees of the Company's Board of Directors, approval of regulations on the committees of the Company's Board of Directors and review of the reports of the committees of the Company's Board of Directors, 13.1.41. Approval of the Chairman or member of the Management board taking positions in the management bodies of other organizations. 13.1.42. Approval of Risk maps and Risk management plans, as well as reports on the risk management system functioning, 13.1.43. Determination of the order of disposition of non-core assets of the Company, approval of the register of non-core assets of the Company and adoption of other decisions in accordance with the documents approved by the Company to regulate the order of disposition of non-core assets, 13.1.44. Approval of the program (updated program) for the managements of the costs of the Company and reports on its accomplishment; 13.1.45. Approval of reports on the results of requests made by the Company’s shareholders for the redemption of their shares, reports on the results of acquisition of shares from the shareholders of the Company, and also reports on the results of repayment of shares in the instances provided by the Federal Law On Joint-Stock Companies; 13.1.46. Consideration of reports on sustainable development and ecological responsibility of the Company; 13.1.47. Consideration of reports of the Company division authorized to exercise control over the observance of the legislative requirements on insider trading; 13.1.48. Approval of the program (updated program) for innovative development of the Company and reports on its accomplishment; 13.1.49. Statement on the listing of shares of the Company and/or issued securities of the Company convertible into the Company’s shares; 13.1.50. Determination of the status of the members of the Company Board of Directors; 13.1.51. Approval of the Plan of work of the Board of Directors; 13.1.52. Election of the Senior independent director of the Company as provided by by-laws of the Company; 13.1.53. Drawing up and revision of the Plan of continuity of the members of the Board of Directors; 13.1.54. Other matters within the competence of the Board of Directors according to the Federal Law On Joint-Stock Companies and these Articles of Association. * The decisions on the matters of subclauses 13.1.36-13.1.54 of this Article are taken by a majority vote of the members of the Board of Directors participating in the session, unless otherwise required by the Federal law On Joint-Stock Companies. 13.2. The matters referred to the competence of the Company's Board of Directors may not be delegated for consideration to the Company's Management Board or Chairman of the same.

109

Proxy materials for the Annual General Meeting of Shareholders

13.3. In exercising their rights and obligations, the members of the Board of Directors shall act for the benefit of the Company, exercise their rights and perform their duties related to the Company reasonably and in good faith. 13.4. The members of the Board of Directors are responsible to the Company for damage caused by their guilty acts (omissions) unless other grounds and extent of liability are established by the federal laws. Provided that the members of the Board of Directors who voted against the decision causing the damage or did not participate in the voting shall not be held liable for the damage.

Article 14. Election of the Board of Directors of the Company 14.1. The structure of the Board of Directors is defined to be comprised of 11 (eleven) persons. 14.2. The members of the Board of Directors shall be elected at the General Meeting of the Company’s Shareholders as provided by indent 2, Article 10.5 of these Articles of Association, to hold the position until the next annual General Meeting of the Shareholders. If the members of the Board of Directors of the Company are elected at an Extraordinary General Meeting of the Shareholders, the members of the Board of Directors shall be deemed elected for the period of up to the date of the annual General Meeting of the Shareholders. If the annual General Meeting of the Shareholders is not held within the time limits set out in Article 11.1 of these Articles of Association, the powers of the Company's Board of Directors shall terminate, except for the powers to convene, prepare and hold an annual General Meeting of the Shareholders. 14.3. Only an individual may be a member of the Board of Directors of the Company. The Management Board members shall constitute not more than one- fourth of the members of the Board of Directors. 14.4. The persons elected to the Board of Directors may be reelected for an unlimited number of times. 14.5. The powers of all members of the Board of Directors of the Company may be early terminated by the decision of the General Meeting of the Company’s Shareholders.

Article 15. Chairman of the Board of Directors of the Company 15.1. The Chairman of the Board of Directors shall be elected by the members of the Board of Directors from among themselves by a majority vote of the members of the Company’s Board of Directors. The Board of Directors may at any time re-elect its Chairman by a majority vote of the members of the Company Board of Directors. 15.2. The Chairman of the Company's Board of Directors shall organize the work of the Board of Directors, call its meetings and preside over the same, and arrange the keeping of minutes at the meetings. 15.3. In the absence of the Chairman of the Board of Directors, his/her functions shall be performed by the Deputy Chairman of the Board of Directors elected from among the members

110

Proxy materials for the Annual General Meeting of Shareholders

of the Board of Directors by a majority vote of the members of the Company’s Board of Directors

Article 16. Meetings of the Board of Directors of the Company 16.1. The procedure for convocation and holding of the Meetings of the Company's Board of Directors shall be defined by the Regulations on the Company's Board of Directors approved by the General Meeting of the Company’s Shareholders. The Board of Directors shall meet as necessary but not less than twice per quarter. 16.2. A meeting of the Board of Directors shall be called by the Chairman of the Company's Board of Directors (or the Deputy Chairman of the Board of Directors as stipulated by Article 17.3 of these Articles of Association) at own discretion, following the request of a member of the Board of Directors, Audit Commission, Company's Auditor, members of the Management Board of the Company or the Chairman of the Management Board of the Company. 16.3. At the first meeting of a newly elected Board of Directors, the Chairman, Deputy Chairman and Secretary of the Company's Board of Directors shall be elected. The foresaid meeting of the Board of Directors shall be called by a member of the Board of Directors pursuant to the Regulations on the Company Board of directors. 16.4. The Board of Directors of the Company shall work at meetings held in the form of joint presence of the members of the Board of Directors to take decisions on the matters within its competence. 16.5. Decisions of the Company's Board of Directors may be adopted by absentee voting (ballot). In case of absentee voting, materials on the agenda and the voting check list indicating the term for submission of a completed and signed check list to the Company's Board of Directors shall be sent to all members of the Board of Directors. 16.6. The Board of Directors of the Company can hold meetings by means of electronic (telephone) communication. The Secretary of the Board of Directors shall arrange for the magnetic (electronic) recording of the meeting of the Board of Directors. Participation in the meeting of the Board of Directors held by means of electronic (telephone) communication shall be equated to personal presence. 16.7. А member of the Board of Directors absent at a meeting of the Board of Directors in person shall be entitled to express his/her opinion on any items of the agenda in writing as prescribed by the Regulations on the Board of Directors of the Company approved by the General Meeting of the Shareholders. 16.8. No delegation of the vote by a member of the Company's Board of Directors to another person, including another member of the Company's Board of Directors, shall be permitted. 16.9. Decisions of the Meetings of the Board of Directors of the Company shall be adopted by a majority vote of the members of the Company's Board of Directors participating therein, unless otherwise provided by the laws of the Russian Federation and these Articles of Association. 16.10. In the instances where the transaction must be approved simultaneously on several grounds (prescribed by these Articles and by Chapter X or Chapter XI of the Federal Law On

111

Proxy materials for the Annual General Meeting of Shareholders

Joint-Stock Companies), the transaction shall be approved only on the grounds set forth in the Federal Law On Joint-Stock Companies. 16.11. Each member of the Company's Board of Directors shall be entitled to one vote when taking the decisions at the meetings of the Board of Directors. If an equal number of votes are cast for and against a decision, the Chairman of the Board of Directors shall be entitled to the decisive vote. 16.12. The quorum for the meeting of the Board of Directors shall be not less than half of the elected members of the Company’s Board of Directors. 16.13. Minutes shall be kept at the Meetings of the Company's Board of Directors. The minutes of the Company's Board of Directors shall be drawn up and signed within three (3) days after the Meeting is held by the Chairman and Secretary of the Company's Board of Directors responsible for correct execution of the same. All documents approved by the Board of Directors shall be attached to the minutes. When taking a decision of the Company's Board of Directors by absentee voting, the voting check lists signed by the members of the Board of Directors shall be attached to the minutes.

Article 17. Committees of the Board of Directors of the Company 17.1. The committees of the Company's Board of Directors shall be formed upon the decision of the Company's Board of Directors. 17.2. The committees of the Company's Board of Directors shall be formed for the purposes of consideration of issues within the competence of the Company's Board of Directors or examination by Company's Board of Directors in order to control the activities of the Company's executive bodies and develop appropriate recommendations for the Company's Board of Directors and executive bodies. 17.3. The operating procedure, including the order for the formation, competence and term of activity of the Committees of the Board of Directors shall be determined by separate decisions of the Board of Directors.

Article 18. Executive bodies of the Company 18.1. The management of the everyday activity of the Company shall be performed by the sole executive body - Chairman of the Management Board and the collective executive body - Company's Management Board. The Chairman of the Management Board and the Company's Management Board shall be accountable to the General Meeting of the Shareholders and the Board of Directors of the Company. 18.2. Following the decision of the General Meeting of the Shareholders,, the powers of the sole executive body of the Company may be transferred to the Company's managing company or manager under a contract. The rights and obligations of the managing company (manager) as to the management of the current activity of the Company shall be determined by the laws of the Russian Federation and the contract executed between the managing organization (manager) and the Company.

112

Proxy materials for the Annual General Meeting of Shareholders

The contract with the managing company (manager) shall be signed by the Chairman of the Board of Directors of the Company or a person duly authorized by the Board of Directors of the Company to act on behalf of the Company. The terms of the contract, including the period for which the relevant powers are granted shall be determined by the Company's Board of Directors or the person authorized to do so by the Company's Board of Directors. 18.3. Election of the Chairman of the Management Board of the Company and early termination of his/her powers shall be performed by way of decision of the General Meeting of the Company shareholders; formation of the Company's Management Board and early termination of the powers of the Management Board members shall be performed by way of decision of the Company's Board of Directors, unless otherwise provided by the applicable laws and these Articles of Association. 18.4. The rights and obligations of the Chairman of the Management Board, members of the Company's Management Board as to the management of the activity of the Company shall be determined by the laws of the Russian Federation, these Articles of Association and the employment contract between each of them and the Company, as well as by-laws regulating the activities of the Management Board. The employment contract with the Chairman of the Management Board of the Company shall be signed on behalf of the Company by the Chairman of the Company's Board of Directors or the person authorized by the Company's Board of Directors. The employment contract with the members of the Company's Management Board shall be signed on behalf of the Company by the Chairman of the Management Board or the person authorized by the Board of Directors. The terms of the employment contract shall be determined by the person authorized to sign the employment contract in accordance with subclauses 2 and 3 of this article. 18.5. Combining the functions of the Chairman of the Management Board and members of the Management Board with the positions in the management bodies of other companies shall be permitted only upon the consent of the Company's Board of Directors. 18.6. The employer rights and obligations with respect to the Chairman of the Management Board and Management Board members shall be exercised by the Board of Directors or the person authorized by the Company's Board of Directors to act on behalf of the Company. 18.7. The Board of Directors may at any time decide to terminate the powers of the members of the Company's Management Board and to form a new collective executive body. Termination of the powers of the Chairman of the Management Board and members of the Management Board shall be performed pursuant to the applicable laws of the Russian Federation and the contract concluded between each of them and the Company. 18.8. The General Meeting of the Shareholders shall be entitled at any time to terminate the powers of the Chairman of the Management Board and elect a new Management Board Chairman. 18.9. The General Meeting of the Shareholders may at any time decide to terminate the powers of the managing company (manager). 113

Proxy materials for the Annual General Meeting of Shareholders

18.10. The Board of Directors of the Company may decide to suspend the powers of the Chairman of the Company Management Board. The Board of Directors of the Company may decide to suspend the powers of the managing organization or manager. In addition to such decisions, the Board of Directors shall adopt decisions as to appointment of the Acting Chairman of the Management Board and to the holding of an Extraordinary General Meeting of the Shareholders in order to consider early termination of the powers of the Chairman of the Management Board or the managing company (manager) and elect a new Chairman of the Management Board of the Company or transfer the powers of the sole executive body of the Company to a managing company (manager). 18.11. If the Chairman of the Management Board or the managing company (manager) cannot perform their duties, the Board of Directors may decide on the appointment of the Acting Chairman of the Management Board and convening an extraordinary General Meeting of the Shareholders in order to early terminate the powers of the Chairman of the Management Board or the managing company (manager) and to elect a new Chairman of the Management Board or to transfer the powers of the sole executive body to another managing company (manager). 18.12. In case of temporary absence of the Chairman of the Management Board (due to any illness, business trip, vacation) his/her duties may be delegated to any member of the Company's Management Board by an order issued by the Chairman of the Company's Management Board. 18.13. The Acting Chairman of the Management Board shall administer the Company's current activities within the competence of the Chairman of the Management Board, unless the Board of Directors decides otherwise. As set forth in Articles 18.10. and 18.11. of these Articles of Association, determination of the terms and conditions and conclusion of an employment contract with the Acting Chairman of the Management Board for and on behalf of the Company shall be regulated by Article 18.4 of the Articles of Association of the Company specifying the conditions of conclusion of an employment contract with the Chairman of the Company's Management Board 18.14. The Chairman of the Management Board, the members of the Company's Management Board, the Acting Chairman of the Management Board, as well as the managing organization (manager) at exercising their rights and performing their duties shall act in the interests of the Company, reasonably and in good faith. 18.15. The Chairman of the Management Board, members of the Company Management Board, the Acting Chairman of the Management Board of the Company, as well as the managing company (manager) shall be liable to the Company for any damage caused by their guilty acts (omissions) unless other grounds and extent of liability are stipulated by federal laws. The liability under this clause shall not arise for the members of the Management Board who voted against the decision that caused the damage suffered by the Company, or did not participate in the voting.

Article 19. Management Board of the Company 19.1. The Management Board of the Company shall operate in compliance with these Articles of Association, and the Regulation on the Management Board approved by the General Meeting of the Shareholders, which sets out the terms and procedure for the convening and holding of its Meetings, and procedures for decision-making. 114

Proxy materials for the Annual General Meeting of Shareholders

19.2. The following issues shall fall within the competence of the Management Board: 19.2.1. Development and submission to the Board of Directors of long-term plans for implementation of the Company's main activities, 19.2.2. Preparation of the annual (quarterly) business plan and report on the results of performance of the same, 19.2.3. Working out of target values of (adjusted) key performance indicators (KPIs) and reports on the implementation thereof, as well as methods of calculation and evaluation of implementation thereof, 19.2.4. Preparation of the Company's business reports, and reports on the Management Board implementation of the decisions of the Company's General Meeting of the Shareholders and Board of Directors, 19.2. Nomination by the Company of candidates to the Boards of Directors (supervisory boards) of SA; 19.2.6. Determination of the Company (the Company's representatives) standpoint on the following items of agendas of the management bodies of SA (excluding executive bodies of SA): - on determination of the agenda of the General Meetings of the Shareholders (members) of SA (except for the agenda of the annual General Meeting of the Shareholders (members) including items mandatory to be considered in accordance with the applicable laws of the SA country of incorporation); - on determination of the number of members of the SA Board of Directors, nomination and election of its members and early termination of their powers; - on formation (appointment) of the SA sole executive body and early termination of his/her powers, and also determination of the terms and conditions of the employment contract to be concluded with him/her; - on approval of transactions that imply or may imply SA liability in an amount of one hundred and fifty million (150,000,000) to three billion (3,000,000,000) rubles (save for the transactions involving alienation or potential alienation of property constituting fixed assets, intangible assets, construction in progress for the purpose of generation, transmission, dispatching and distribution of electric and thermal power); - on approval of major transactions made by SA; - on SA participation in other organizations (among them through the establishment of an organization, including preliminary approval of the decision on the establishment, approval of the company's Articles of Association and electing candidates for the management and control bodies), change in the participation share (number of shares, equity interest, shares), share (stock) encumbrance, and termination of SA participation in other organizations, - on concluding by SA of transactions (including several related transactions) concerning alienation or potential alienation of property constituting fixed assets, intangible assets, construction in progress for the purpose of generation, transmission, dispatching, distribution of electric and thermal power, with the book or market value from fifteen million (15,000,000) to thirty million (30,000,000) rubles;

115

Proxy materials for the Annual General Meeting of Shareholders

- on approval of SA transactions related to alienation or potential direct or indirect alienation of immovable property (including land plots and construction in progress) regardless of its value. 19.2.7. Approval of transactions (including a set of related transactions) that imply or may imply the Company's liability of two (2) to five (5) percent of the book value of the Company's assets based on the latest financial accounting, 19.2.8. Preliminary approval of collective contracts and agreements concluded by the Company in the context of social and labor relations regulation, 19.2.9. Social benefits and guarantees for the Company's employees, 19.2.10. Determination of the Company's housing policy, 19.2.11. Approval of the plans and measures aimed at training and advanced retraining of the Company's employees, 19.2.12. Review of the reports of the members of the Company's Management and heads of the Company departments on the results of implementation of approved plans, programs, directives, review of documents and other data on the activities of the Company and its SA, 19.2.13. Approval of the report on the results of the issue (additional issue) of securities, 19.2.14. Approval of an independent appraiser (appraisers) for the Company's shares, property and other assets as provided by the Federal Law On Joint-Stock Companies, 19.2.15. Approval of the Company's Insurer, 19.2.16. Resolution of other current operation issues of the Company based on the decisions of the Company's General Meeting of the Shareholders and Board of Directors, and of the issues referred to the Company's Management Board by the Chairman of the same. 19.3. The number of the members of the Management Board is determined by the Company Board of Directors. 19.4. The members of the Company Management Board are elected by the Company’s Board of Directors following the suggestion of the Chairman of the Company Management Board for five (5) years. 19.5. The Management Board shall be competent if at least half of the elected members of the Management Board participate in its meeting (absentee voting). 19.6. All decisions of the Management Board shall be adopted by a simple majority vote of the Management Board members present at the meeting (participating in absentee voting). 19.7. No delegation of a voting right by any member of the Company's Management Board to another person, including another Management Board member shall be allowed. 19.8. In case the Company's (Company representatives') standpoint on the agenda of the General Meeting of the Shareholders of SA and Meetings of the SA Board of directors is subject to simultaneous determination at the Meeting of the Board of Directors and the Management Board of the Company, the standpoint shall be determined only by the Board of Directors of the Company. 19.9. In case a transaction must be approved simultaneously on several grounds by the Management Board and other management bodies (Board of Directors, General Meeting of the 116

Proxy materials for the Annual General Meeting of Shareholders

Shareholders ), the transaction shall be approved by the Board of Directors or the General Meeting of the Shareholders on the relevant grounds.

Article 20. Chairman of Management Board of the Company 20.1. The Chairman of the Management Board shall be a member of the Management Board of the Company and shall manage the current activities of the Company in accordance with the decisions of the General Meeting of the Company shareholders, Board of Directors and Company's Management Board adopted in accordance with their competence. 20.2. The competence of the Chairman of the Company's Management Board shall include all issues of the Company management, except for the issues within the competence of the General Meeting of the Shareholders, the Board of Directors, and the Company's Management Board. 20.3. The Chairman of the Company's Management Board shall act for and on behalf of the Company without a power of attorney, subject to the restrictions stipulated by the applicable laws, these Articles of Association and decisions of the Company's Board of Directors: 20.3.1. To ensure implementation of the Company's activity plans necessary for the solution of its tasks, 20.3.2. To arrange the Company's accounting and reporting, 20.3.3. To dispose of the Company's property, close deals on behalf of the Company, issue powers of attorney, including powers of attorney for the Company's employees with regard to labor relations, opens current and other accounts of the Company with banks and other credit organizations (and with professional securities market participating companies as provided by the law), 20.3.4. To issue orders, approve instructions, local regulations and other by-laws of the Company on issues within his/her competence, giving instructions binding for all Company's employees, 20.3.5. To arrange the activity of the Company's Management Board and preside over its sessions, 20.3.6. To approve the organizational structure of the Company, 20.3.7. To approve the staffing and salaries of the Company employees in accordance with the Company's organizational structure, 20.3.8. To exercise the rights and obligations of the employer with respect to the employees of the Company as provided by the labor laws of the Russian Federation. The rights and obligations of the employer may be delegated by the Chairman of the Management Board pursuant to a power of attorney, 20.3.9. To allocate responsibilities among the members of the Management Board and heads of directly subordinated departments, 20.3.10. To approve the Regulations on branches and representative offices of the Company, 20.3.10. To present to the Company's Board of Directors the annual report, balance sheet, profit and loss statements (profit and loss accounts), distribution of profits and losses of the Company

117

Proxy materials for the Annual General Meeting of Shareholders

not later than thirty (30) days prior to the date of the Company's annual General Meeting of the Shareholders, 20.3.12. To develop and submit for the approval of the Company's Management Board the key performance indicators (KPIs) target values for the Company's departments (offices), 20.3.13. To resolve other issues related to the Company's current activities, except for the matters within the competence of the Company's General Meeting of the Shareholders, Board of Directors, and Management Board. 20.4. The Chairman of the Management Board shall be elected at the General Meeting of the Shareholders by a majority vote of the shareholders - owners of the voting shares of the Company participating in the Meeting for a term of five (5) years.

Article 21. Audit Commission and Auditor of the Company 21.1. To exercise control over the Company's business activities, the General Meeting of the Shareholders shall elect the Audit Commission of the Company consisting of five (5) members for a term until the next annual General Meeting of the Shareholders. If the Audit Commission of the Company is elected at an extraordinary General Meeting of the Shareholders, it shall be deemed elected for the period until the date of the next annual General Meeting of the Company’s Shareholders. 21.2. Following the decision of the General Meeting of the Company’s Shareholders, the powers of the Audit Commission of the Company may be terminated early. 21.3. The competence of the Audit Commission shall include: 21.3.1. Verification of the data contained in the Company's annual report, balance sheet, profit and loss statements, 21.3.2. Analysis of the Company's financial standing, identification of reserves to improve the Company's financial standing, and development of recommendations for the Company's managing bodies, 21.3.3. Arrangement and implementation of verification (audit) of the Company's business activities, in particular verification (audit) of the Company's financial, accounting, payment and other documents related to the business activities of the Company as to their conformity to the laws of the Russian Federation, the Articles of Association, the Company's by-laws and other documents, 21.3.4. Control over the safekeeping and use of fixed assets, 21.3.5. Control of compliance with the established procedure for acceptance of debts of insolvent debtors of the Company as losses, 21.3.6. Control of spending of the Company's funds in accordance with the approved business plan and budget, 31.3.7. Control of the Company's reserve and other special funds buildup and use, 21.3.8. Verification of accuracy and timeliness of distribution of dividends on the Company's shares, interest on bonds, income on other securities,

118

Proxy materials for the Annual General Meeting of Shareholders

21.3.9. Verification of implementation of previously issued orders to eliminate violations and shortcomings identified by previous inspections (audits), 21.3.10. Other actions (events) associated with verification of the Company's business activities. 21.4. All decisions on the issues within the competence of the Audit Commission shall be adopted by a simple majority vote of its members. 21.5. The Audit Commission of the Company shall be entitled, and in the case of detection of serious irregularities in the financial and economic activities of the Company - obliged to request the convening of an extraordinary General Meeting of the Company’s Shareholders. 21.6. The order of the Audit Commission’s activity is determined by the Company’s by-laws approved by the General Meeting of the Company’s Shareholders. 21.7. The Audit Commission of the Company, in accordance with the decision to perform the verification (audit), shall be entitled to conduct verifications (audits) with engaging of specialists in the relevant fields of law, economics, finance, accounting, management, security and others, including specialized organizations. 21.8. Verification (audit) of financial and economic activities can be performed at any time upon the initiative of the Audit Commission, the decision of the General Meeting of the Shareholders, the Company Board of Directors or at the request of any shareholder(s) owning in the aggregate not less than ten (10) percent of the voting shares of the Company. 21.9. For the purpose of verification of the Company's annual financial statements, the General Meeting of the Shareholders shall annually approve the Auditor of the Company. 21.10. The remuneration of the Auditor shall be determined by the Company’s Board of Directors. 21.11. The Auditor of the Company shall audit the Company's business activities in accordance with the laws of the Russian Federation and the contract concluded with the Auditor. 21.12. Following the results of the audit of the financial-economic activities of the Company the Audit Commission of the Company, the Company Auditor shall draw a conclusion, which should contain: - confirmation of the data contained in the reports and other financial documents of the Company; - information about the facts of the Company's violation of the order of financial accounting and reporting stipulated by the legal acts of the Russian Federation, as well as legal acts of the Russian Federation in the Company's implementing of its financial activities. The procedure and timing for drawing the conclusion following the Audit of the Company's business activities shall be determined by the laws of the Russian Federation and the Company's by-laws.

Article 22. Accounting and financial statements of the Company 22.1. The Company shall maintain accounts and submit financial statements in accordance with the laws of the Russian Federation and these Articles of Association.

119

Proxy materials for the Annual General Meeting of Shareholders

22.2. The Chairman of the Management Board of the Company shall be responsible for arrangement, state and reliability of accounts in the Company, timely submission of annual reports and other financial statements to the relevant government bodies, and data on the Company's activities provided to the Company's shareholders, creditors and mass media pursuant to the laws of the Russian Federation and these Articles of Association. 22.3. The validity of the data contained in the Company's annual report and financial statements should be confirmed by the Audit Commission and the Auditor of the Company. 22.4. The annual report, balance sheet, profit and loss account, distribution of profits and losses of the Company are subject to prior approval by the Company’s Board of Directors not later than thirty (30) days before the date of the annual General Meeting of the Company’s Shareholders.

Article 23. Keeping of documents by the Company. Delivery of information by the Company 23.1. The Company shall keep the following documents: 23.1.1. Company's Articles of Association as amended and modified registered in accordance with the established procedure, Company’s Founding decision, Company’s State Registration Certificate, 23.1.2. Documents certifying the Company's title to the property on its books, 23.1.3. Company's by-laws, 23.1.4. Regulations for the Company's branches or representative offices, 23.1.5. Annual reports, 23.1.6. Accounting documents, 23.1.7. Reporting statements, 23.1.8. Minutes of the General Meeting of the Shareholders (decisions of the Shareholder owning all voting shares of the Company), Minutes of the proceedings of the Company’s Board of Directors, Minutes of the Company’s Audit Commission and Company’s Collegiate Executive Body (Management Board); 23.1.9. Voting Ballots, and powers of attorney (copies of powers of attorney) for participation in the General Meeting of the Shareholders; 23.1.10. Reports of independent appraisers, 23.1.11. Lists of Affiliated Persons of the Company; 23.1.12. Lists of persons entitled to participation in the General Meeting of the Shareholders and persons entitled to dividends, and other lists compiled by the Company for the shareholders to exercise their rights in accordance with the Federal Law On Joint-Stock Companies, 23.1.13. Opinions of the Audit Commission (Examiner) of the Company, Auditor of the Company, state and municipal financial control authorities, 23.1.14. Prospectus, quarterly issuer reports and other documents containing information subject to publication or disclosure by any other way in accordance with the Federal Law On Joint-Stock Companies and other Federal Laws, 120

Proxy materials for the Annual General Meeting of Shareholders

23.1.15. Notification of shareholder agreements sent to the Company, and lists of persons to have concluded such agreements, 23.1.16. Judicial acts on disputes concerning the Company's foundation, administration or participation therein, 23.1.17. Other documents as provided by the laws of the Russian Federation, these Articles of Association, the Company's by-laws and decisions of the management bodies of the Company. 23.2. The Company shall keep the documents specified in Article 25.1 hereof at the seat of the Company's executive body as prescribed by the federal securities market executive body. 23.3. In case of the Company's reorganization all documents shall be duly transferred to its successor. 23.4. In case of liquidation of the Company permanent records that have scientific and historical value shall be transferred under state custody with the Federal Archives of Russia, and personnel documents (orders, personal files and records, personal accounts, etc.) shall be transferred to the relevant archive of the subject of the Russian Federation. 23.5. Transfer and sorting of documents shall be performed in accordance with the laws of the Russian Federation and the requirements of archival bodies (organizations). 23.6. The Company shall provide to the shareholders of the Company access to the documents stipulated by clause 23.1 of this Article, taking into account the restrictions imposed by the legislation of the Russian Federation. The accounting documents must be accessible for the shareholder(s) owning at least twenty five (25) percent of the voting shares of the Company. The documents provided by subclauses 23.1.1, 23.1.3, 23.1.5, 23.1.7, 23.1.11, 23.1.13, 23.1.14 of this Article, and minutes of the General Meetings of the Shareholders shall be posted on the Company's website within fifteen (15) days upon approval or amendments thereto, unless otherwise provided by the applicable laws of the Russian Federation. 23.7. The documents stipulated in clause 23.1 of this Article shall be provided by the Company within seven (7) days upon the relevant request for information in the premises of the Company's executive body. At the request of persons entitled to access to the documents as provided by clause 23.1 of this Article, the Company shall provide them with copies of such documents. The fees shall be set by the Chairman of the Company Management Board and may not exceed the cost of making copies of such papers. 23.8. The Company shall grant the shareholders and employees of the Company access to information in compliance with the laws of the Russian Federation on state secrets and protection of confidential information.

Article 24. Reorganization and liquidation of the Company

121

Proxy materials for the Annual General Meeting of Shareholders

24.1. The Company may be voluntarily reorganized by way of merger, accession, division, separation and restructuring, and on the grounds and in the manner specified by the Civil Code of the Russian Federation and the federal laws. 24.2. The Company may be liquidated by a court order or voluntarily in accordance with the Civil Code of the Russian Federation and Federal Law On Joint-Stock Companies and these Articles of Association. 24.3. In case of reorganization, liquidation of the Company or termination of the activities containing a state secret, the Company shall safeguard such information and media containing it.

122

Proxy materials for the Annual General Meeting of Shareholders

Appendix No. 1 To the Articles of Association of JSC "Inter RAO"

Data on branches and representative offices of the Company

Nos. Name of the branch or representative office Address

1. Ivanovskie PGU branch 155150, Russia, Ivanovo oblast, Komsomolsk, Komsomolskaya ul. 1, Ivanovskaya GRES 2. Kaliningradskaya TEC -2 branch 236034, Russia, Kaliningrad, per. Energetikov, 2 3. North-Western Thermal Power Plant branch 197229, Russia, St.-Petersburg, pos. Olgino, 3 Konnaya Lakhta, 34 4. Sochinskaya TEC branch 354000, Russia, Sochi, ul. Transportnaya, 133 5. Orel branch 302025, Russia, Orel, Moskovskoye sh. 137, office 29 6. Representative office in the Republic of Cuba Republic of Cuba, Havana, Playa Miramar, 3 Avenida b/w streets 70- 80, Santa Clara building 7. Representative office in the Republic of Ecuador 1707 9122, Republic of Ecuador, Quito, pr. 12 October No. 24-528 and Luis Cordero, World trade center, Tower B, office 403 8. Representative office in the Kingdom of Belgium Rond Point Shumann, 6, 1040, Brussels, Kingdom of Belgium

123

Proxy materials for the Annual General Meeting of Shareholders

10. Approval of the Regulations on the Board of Directors of the Company

According to subclause 20, clause 10.1, Art. 10 of the Charter of JSC "INTER RAO UES", the issue of approving internal documents regulating activity of the Company’s corporate bodies falls within the competence of the General Shareholders’ Meeting of JSC "INTER RAO UES". According to clause 10.5 of the Company’s Charter, the said issue may be proposed for consideration by the General Shareholders’ Meeting of the Company only by proposal of the Board of Directors. Necessity of approval of the redrafted Regulation on the Board of Directors of the Company is conditioned by the following circumstances: On March 28, 2013, the Board of Directors of the Company approved the Corporate Development Action Plan developed by the consulting company PricewaterhouseCoopers pursuant to the terms of the Guarantee Agreement entered into between the Company and the European Bank for Reconstruction and Development (EBRD) (the Minutes No. 90 dd. 03/28/2013). This Plan provides for introduction of a number of amendments into the Regulation affecting formation of the Board of Directors and operating procedures thereof. With provision for the Corporate Development Action Plan mentioned above, the Regulation among other issues is supposed to set forth the practices of electing the Senior Independent Director, approval of the list of data to be submitted in writing by the members and candidates into members of the Board of Directors, formalize candidate selection criteria, including director independence criteria. In addition, amendments were introduced in the procedure of conduct of the Board of Directors meetings, absentee ballot based decision taking procedure redefined, the questionnaire form for the candidate to the Board of Directors and the form of notification on election of a member of the Board of Directors elaborated as Appendix to the Regulation on the Board of Directors of the Company, and technical updates made. The list of amendments to the Regulations is covered in more detail in the table below. The draft of the Regulations on the Board of Directors has been reviewed by the Board of Directors at the meeting held on May 16, 2013 in person (Minutes #92) and recommended for approval by the Annual General Meeting of Shareholders. Annual General Meeting of Shareholders is proposed to adopt the following resolutions: 10.1. Approve the Regulation on the Board of Directors of the Company. 10.2. Declare void the Regulations on the Procedure for Convening and Holding Meetings of the Board of Directors of Open Joint Stock Company "INTER RAO UES" approved by the Annual General Meeting of Stockholders of JSC “INTER RAO UES" dd. June 24, 2011. 124

Proxy materials for the Annual General Meeting of Shareholders

SUMMARY TABLE of amendments to the Regulations on the Board of Directors of the Open Joint-Stock Company Inter RAO UES"

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations 1. Name of the Regulations on the procedure for Regulations on the Board of Directors of the Open Joint Business name of the document convening and holding meetings of Stock Company "INTER RAO UES" Company is specified in line the Board of Directors of the Open with the new version of the Joint Stock Company "INTER RAO Charter submitted for UES" consideration of the Board of Directors and the annual General Meeting of Shareholders. 2. В.1.2. clause 1 1.2. These Regulations are an 1.2. These Regulations are an internal document of the Introduced for redefinition of internal document of the Company, Company, which stipulates the order of formation, the purpose of the which stipulates the procedure of procedure of convening and conducting meetings of the Regulations. convening and conducting meetings Board of Directors of the Company. of the Board of Directors of the Company. 3. Absent Absent 2. Body of the Board of Directors Introduced in line with the 2.1. The Board of Directors shall be formed in the Plan of activities on manner ensuring balance of professionalism, knowledge improvement of corporate and expertise for the purpose of due performance by management approved by the 125

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations members of the Board of Directors of their duties for the Board of Directors on good of the Company, with consideration of the 28.03.2013 (Minutes dd. Company's development strategy. 28.03.2013 No. 90), and To achieve balance of interests, to the Board of Directors recommendations of the UK may include members of the Board of Directors Corporate Governance Code. recognized as: - Executive directors; - Non-executive directors; - Independent directors. 2.2. A Member of the Board of Directors shall not be recognized as an Executive director, unless he/she is an employee of the Company. The number of executive directors shall not exceed one quarter in the Board of Directors. 2.3. For the purposes of this provision, a member of the Board of Directors shall be considered as an Independent director, unless he/she: - is or has been an employee of the Company or the Company's Group for five (5) years; - has essential business connections with the corporation, either directly or as a partner, shareholder, auditor, director, representative or top manager of the company associated with the corporation by such relationship for 126

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations three (3) years; - receives additional remuneration from the company except for remuneration of a member of the Board of Directors, and is also involved in options, pension and other similar schemes of the Company; - has close family ties with any of the consultants of the Company, members of the Board of Directors or top managers of the Company including members of the Board; - participates in the management bodies of other companies jointly with another member of the Board of Directors (or has essential relationships with such member of the Board of Directors); - is a representative of the major shareholders of the Company; - has been the member of the Board of Directors of the Company for more than seven (7) years; - is a representative of the Russian Federation. If the Board of Directors recognizes a member of the Board of Directors who does not meet the criteria stipulated by this clause as an Independent Director, it shall explain the grounds for its decision. 2.4. A Member of the Board of Directors shall be 127

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations recognized as a Non-executive Director, if he/she is not recognized as an Independent or Executive Director. 2.5. The Board of Directors, with provision for recommendations of the Personnel and Remuneration Committee, shall make a decision as to who of the members of the Board of Directors shall be Executive, Non-Executive or Independent Directors. 2.6. Independence criteria of a member of the Board of Directors set forth in this clause , shall be used solely for the purpose of application of these Regulations. For the purpose of application to the Company of norms of Russian and foreign legislation, as well as standards adopted in the practice of market operators that specify other independency criteria for members of the Board of Directors, status and number of independent members of the Board of Directors for relevant purposes shall be determined pursuant to such criteria. 2.7. Members of the Board of Directors Companies shall have an impeccable reputation. With that, one of the factors adversely affecting its reputation is a crime committed by a person in the realm of economic activity or against the state, interests of public service and local government, as well as an administrative offense, in 128

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations particular, in the field of business, finance, taxes and dues, and securities market. These facts shall be disclosed to by a candidate member of the Board of Directors or a member of the Board of Directors, if such fact occurred during discharge of duties by a member of the Board of Directors of the Company. 2.8. The members of the Board of Directors shall act to the benefit of the Company and shall not have any conflict of interest with the Company. In particular, it is inadvisable to recommend to the Board of Directors a person, who is a member, a director general (manager), a member of the management body or an employees of any legal entity being the Company's competitor. 2.9. The members of the Board of Directors shall adhere to the requirements of the internal documents of the Company, in particular, the Company's Code of Conduct, including provisions on disclosing information about their income and liabilities pursuant to the decisions of the Personnel and Remuneration Committee. 2.10. Candidates to the Board of Directors shall meet one of the following criteria: - to be recognized experts in electric power industry, finance, law, strategic management, auditing, 129

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations risk management, human resource management, corporate governance, modernization of production facilities, innovation and investment; - to have track record in the boards of directors or on top management positions of other joint-stock companies their shares are included in the quotation lists of organized trading venues (exchanges), including international companies. 2.11. For the purpose of effective decision-making, it is advisable to recommend to the Board of Directors candidates that might ensure its diversification including by gender. 2.12. A candidate to the Board of Directors Companies shall receive the consent of the relevant management body of another entity, where the candidate holds positions in management bodies, for his/her election to the Board of Directors of the Company (if such consent is required by law or internal documents of the Company), and the consent of the state bodies, if such consent is required by the law. 2.13. In nominating candidates to the Board of Directors, a shareholder of the Company nominating a candidate shall submit a candidate's questionnaire form 130

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations to the Board of Directors as per form of Appendix 1 hereto, as well as the written consent of the candidate to the Board of Directors for his nomination and election to the Board of Directors as per form of Appendix 2 hereto. In the absence of said documents or in case of non- compliance of the candidate with the criteria set forth by Section 2.11 hereof, the Board of Directors shall refuse including the nominee in the list of nominees for election of members of the Board of Directors. 2.14. After the election of a member of the Board of Directors, the Company represented by the Chairman of the Board, shall provide a notice of election to the member of the Board of Directors with specification of his/her rights and obligations as per form set forth in Appendix 3 hereto, whereas the member of the Board of Directors shall accept the terms of this notice by signing. 2.15. All newly elected members of the Board of Directors of the Company shall undergo introductory program on schedule to be agreed with them upon election. 2.16. To ensure continuity and consistency of operations, the Board of Directors shall on annual basis and upon recommendation of the Personnel and 131

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations Remuneration Committee prepare and revise (following results of assessment of activities of the Board of Directors) the Succession plan in the Board of Directors accounting for rotation of Independent directors and ensuring balance of qualifications and expertise of the Board of Directors and consistent renewal of its body. 4. Absent Absent Sub-clause 3.6, 3.7. clause 3 Introduced in line with the Plan of activities on 3.6. If the Board of Directors includes at least three Independent directors, the Board of Directors shall elect improvement of corporate the Chief Independent director from among them. management approved by the Board of Directors on 3.7. The Chief Independent director shall: 28.03.2013 (Minutes dd. - Provide support to the Chairman of the Board of 28.03.2013 No. 90), and Directors in achieving the goals of his/her activity; recommendations of the UK Corporate Governance Code. - Interact with the Chairman of the Board of Directors,

members of the Board of Directors of the Company, provide effective channels of communication in the Board of Directors, and in relations with the shareholders of the Company; - Ensure effective activity and necessary contribution of Independent directors to the activity of the Board of

132

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations Directors of the Company; - Evaluate activity of the Chairman of the Board of Directors; - Monitor relations between the Chairman of the Board of Directors and the Chairman of the Board; - be in charge of Personnel and Remuneration Committee of the Board of Directors. 5. paragraph 3.7, 3.7. The members of the Board 4.8. The members of the Board of Directors are This information shall be clause 3 (in of Directors are obliged to submit obliged to submit information pursuant to Appendix 1 provided pursuant to the new version, the following information to the hereto in writing to the Company addressed to the Federal Law On Joint-Stock sub-clause 4.8, Company in writing addressed to Chairman of the Board on a quarterly basis not later Companies, and for the clause 4) the Chairman of the Board on a than fifteen (15) days of the start of the quarter, and purposes of assessment of quarterly basis not later than 15 every time upon change – not later than five (5) days candidates to the Board of days of the start of the quarter, of such change. Directors of the Company by the Personnel and and every time upon change – not Remunerations Committee. later than 5 days of such change: Update of this information is 3.7.1. Surname, first name required for reflection of valid and patronymic; data in the quarterly and annual statements of the 3.7.2. The identity Company pursuant to documents (series and requirements of the RF 133

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations number of the document, legislation. date and place of issue thereof, issuing authority); 3.7.3. Citizenship; 3.7.4. Residency (state, locality); 3.7.5. Education; 3.7.6. Vocation; 3.7.7. Main place of employment; 3.7.8. Date of election to the Board of Directors of the Company; 3.7.9. Work record for five years preceding the election date; 3.7.10. Data on shares of the Company and the Company's SDC held

134

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations (number of shares owned), including in the timeframe not later than 15 days before upcoming transactions wit the same; 3.7.11. Is he/she a member of the Board of Directors, a member of the collegial executive body or other collegial body of any other entity with specification of name, location, legal entity, name of the position and the date of election; 3.7.12. Information on any legal entities wherein the member of the Board of Directors holds independently or together with its affiliate(s) 20 percent or more of the voting 135

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations shares (equity positions) with specification of name & location of the legal entity, per cent of voting shares (equity positions) ; 3.7.13. Information on ongoing or expected transactions known to the member of the Board of Directors, wherein the latter could be recognized as a concerned party; 3.7.14. Is he/she a party under the Company's obligations, under terms thereof he/she may acquire property (or receive monetary funds), the cost of which amounts to ten or more percent of the total annual revenue aside from compensation for their 136

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations participation in the activities of the Board of Directors of the Company. 3.7.15. Is he/she a representative of the state, i.e. a person, who is a representative of the Russian Federation or the subjects of the Russian Federation in the Board of Directors of joint stock companies, in respect thereof a decision to apply a special ("golden share") right is made, and the persons obliged to vote on the basis of written directives (instructions etc.) of the Russian Federation or a municipal entity. 6. sub-clause 3.8. 3.8. Members of the Board of 4.9. Rights and obligations of the members of the Introduced in view of clause 3 Directors are required to enter Board of Directors shall be determined by legislation, elaboration of the notice of into Confidentiality Agreement the Company's Charter and these Regulations. election containing the with the Company in regard to confidentiality clause . information that may be known to The form of said notice 137

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations them in connection with exercising constitutes the Appendix 3 to rights and executing duties of a the Regulations. member of the Board of Directors. On behalf of the Company, said Agreement shall be signed by the Chairman of the Company's Board. 7. Absent Absent 4.10. Based on the assessment (self-assessment) of Introduced in line with the activity of the Board of Directors, the Company shall Plan of activities on arrange educational activities in accordance with the improvement of corporate Education and Development Program for the members management approved by the of the Board of Directors. Board of Directors on 28.03.2013 (Minutes dd. 28.03.2013 No. 90), and recommendations of the UK Corporate Governance Code. 8. paragraph 4.2, 4.2. Secretary of the Board of 5.2. Secretary of the Board of Directors shall be Redefinitions on procedure of clause 4 Directors shall be elected by the elected by the members of the Company's Board of election of the Secretary of the members of the Company's Board Directors by majority of votes of the members Board of Directors of the of Directors by majority of votes of participating in the meeting, on the proposal of the Company. the members participating in the Chairman of the Board. meeting. The Board of Directors may at any time reelect the The Board of Directors may at any secretary of Board of Directors of the Company Secretary of the Board of Directors is an employee of 138

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations time reelect the secretary of the Company. Board of Directors of the A candidate for position of the secretary of the Board of Company Directors shall be nominated by the Chairman of the Статья 1. Board of Directors. A candidate for If the candidate is the Company's employee, the position of the nominee shall be agreed with the Chairman of the secretary of the Management Board. To ensure effective operation of the Company's Board of Directors shall be nominated Secretary of the Board of Directors, the Company may by the Chairman of create the Secretariat of the Board of Directors staffed the Board of with full-time employees of the Company. Directors. Management of activity of the Board of Directors Secretariat shall be conducted by the Secretary of the Статья 2. Company's Board of Directors. I f the candidate is the Company's employee, the nominee shall be agreed with the Chairman of the Management Board. Статья 3. T o ensure effective

139

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations operation of the Company's Secretary of the Board of Directors, the Company may create the Secretariat of the Board of Directors staffed with full-time employees of the Company. Management of activity of the Board of Directors Secretariat shall be conducted by the Secretary of the Company's Board of Directors. 9. Absent Absent 5.3. The functions of the Secretary of the Board of Introduced for Directors shall include: supplementation of the 17) Preparation of replies to questions from functions of the Secretary of members of the Board of Directors concerning the the Board of Directors. materials provided to them to facilitate decisions on issues of the agenda of the meeting of the Board of Directors; with that, replies to relevant questions 140

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations (additional information, clarifications) are sent to all members of the Board of Directors. 10. sub-clause 5.1. 5.1. Meetings of the Board of 6.1. The activity of the Board of Directors shall be Introduced in line with the clause 5 Directors shall be conducted organized by the Chairman pursuant to the laws of the Plan of activities on pursuant to the approved Plan of Russian Federation, the Company's Charter, these improvement of corporate activities of the Board of Directors, Regulations and other internal documents of the management approved by the and as may be necessary but at Company, and in line with the Plan of activities Board of Directors on least once a quarter, unless approved by the Board of Directors. 28.03.2013 (Minutes dd. otherwise provided for herein. 28.03.2013 No. 90), and recommendations of the UK Corporate Governance Code. 11. sub-clause 5.3.2. The Plan of activities of the 6.3.2. The Plan of activities of the Board of Directors Introduced for compliance 5.3.2 sub- Board of Directors shall include: shall include: with best world practices of corporate governance. clause 5.3. 1) matters to be considered at 1) matters to be considered at the meetings of the clause 5 the meetings of the Company's Company's Board of Directors in the current year Board of Directors in the current (quarterly) including the matters to be considered at the meetings in presentio; year (quarterly); 12. Absent Absent 6.4. For a more close examination review by the Introduced in line with the members of the Board of Directors of the most Plan of activities on important issues of activities of the Company, the Board improvement of corporate of Directors shall tend to meet in presentio at least 4 management approved by the times a year. Board of Directors on 141

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations In particular, "in presentio" meetings shall consider the 28.03.2013 (Minutes dd. following questions (unless otherwise decided by the 28.03.2013 No. 90), and Chairman of the Board of Directors, in particular, if recommendations of the UK matters under review are of solely formal nature): Corporate Governance Code. - Identification of priority areas of the Company's activity including consideration of strategic priorities of the Company's development and Reports on implementation of the strategy; - Convening the annual general meeting of shareholders and other issues related to convening of the annual general meeting of shareholders; - Increase of the Company's authorized capital by public offering of the Company's additional shares from amongst authorized shares total number thereof does not exceed 25% of all allotted shares of the Company; - Placement by the Company of additional shares obtained by conversion of the preference shares placed by the Company of certain type convertible into common or preferred shares of other types, unless such placement is associated with increase in the authorized capital of the Company, as well as placement of bonds or other equity securities save for shares; - Acquisition of shares, bonds and other securities 142

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations placed by the Company in cases stipulated by the Charter and the Federal Law On Joint Stock Companies; - Review of the reports of the Board on the Company's activities about implementation of resolutions of the General Meeting of Shareholders and the Company's Board of Directors; - Approval of the business plan (revised business plan) and report on implementation thereof, including approval and amendment of the investment program of the Company; - Approval of the target (adjusted) values of key performance indicators (KPI) of the Company; - Approval of the (adjusted) program of the Company's cost management and reports on implementation thereof; - Approval of the Company’s internal documents; - Formation of committees of the Company's Board of Directors; - Participation and termination of the Company's participation in other entities. 13. Absent Absent 6.5. To protect of the insider information, ensure Introduced in execution of the timely and easy access of the members of the Board of Company's obligations on Directors to materials of meetings of the Board of protection of insider 143

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations Directors, and for document management, special information, and for the software tools can be used including software for purpose of workflow remote participation of a member of the Board of automation. Directors in the meeting and voting on the agenda issues with the use of electronic digital signatures (EDS). 14. 6.1. 6.1. The first meeting of the 7.1. The first meeting of the Board of Directors as Introduced in line with the Board of Directors as newly newly elected shall be convened by one of the members Plan of activities on elected shall be convened by one of the Company's Board of Directors by giving notice of improvement of corporate of the members of the Company's convocation of the meeting to all other members of the management approved by the Board of Directors by giving Board of Directors and to the Company, addressed to Board of Directors on notice of convocation of the the Chairman of the Board. 28.03.2013 (Minutes dd. meeting to all other members of Chairman of the Board of the Company shall assist and 28.03.2013 No. 90), and for compliance with best world the Board of Directors and to the provide all information necessary for arrangement of practices of corporate Company, addressed to the the first meeting of the Board of Directors in the newly governance including Chairman of the Board. elected body. recommendations of the UK At the first meeting of the Board of Directors, the Chairman of the Board of the Corporate Governance Code. Company shall assist and provide following issues shall be obligatory addressed: all information necessary for - election of the Chairman of the Board of arrangement of the first meeting Directors; of the Board of Directors in the - election of the Deputy Chairman of the Board of newly elected body. Directors; - election of the Secretary of the Board of 144

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations At the first meeting of the Board of Directors; Directors, the following issues - formation of the Committees of the Board of shall be obligatory addressed: Directors; - election of the Chairman of - determination of status of members of the the Board of Directors; Company's Board of Directors; - election of the Independent Chief Director (with - election of the Deputy adherence to conditions provided by clause 3.6 hereof). Chairman of the Board of Directors; - election of the Secretary of the Board of Directors; 15. 6.2. Subsequent meetings of the 7.2. Subsequent meetings of the Board of Directors Introduced for compliance Board of Directors shall be shall be convened by the Chairman of the Board of with sub-clause 6.1., clause 6 convened by the Chairman of the Directors (except as provided by clause 3.5 hereof): hereof. Board of Directors (except as - pursuant to the approved plan of the Board of provided by clause 2.5 hereof): Directors. - pursuant to the schedule of - on own initiative of the Chairman of the meetings of the Board of Directors, Company's Board of Directors; and the approved plan of the - on written request of a member of the Board of Board of Directors. Directors, the Company's Audit Committee, the Chairman or members of the Board, or the Company's 145

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations - on own initiative of the Auditor. Chairman of the Company's Board of Directors; - on written request of a member of the Board of Directors, the Company's Audit Committee, the Chairman or members of the Board, or the Company's Auditor. 16. sub-clause 6.8. 6.8. Materials (information) on 7.8. Materials (information) on the agenda may be Introduced for the purpose of clause 6 the agenda may be provided to provided to members of the Company's Board of workflow automation. members of the Company's Board Directors in person, by fax, email or via special software of Directors in person, by fax, (clause 6.5 hereof) email, at that, notice of the meeting of the Board of Directors shall be delivered to the members of the Company's Board of Directors by fax or in originalОшибка! Не указано имя закладки.. 17. sub-clause 6.11. In cases provided for by 7.11. In cases provided for by the legislation of the Introduced for redefinition of 6.11, clause 6 clause 5.2Ошибка! Не указано имя Russian Federation and clause 6.2Ошибка! Не wording of the clause .

146

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations закладки. hereof, by decision of the указано имя закладки. hereof, by decision of the Chairman of the Board of Chairman of the Board of Directors, the term for Directors, the term for notification notification of the members of the Board of Directors of of the members of the Board of the meeting of the Board of Directors and provision of Directors of the meeting of the the materials (information) may be reduced. Board of Directors and provision of the materials (information) may be reduced. 18. sub-clause 7.3. 7.3. Secretary of the Board of 8.3. Secretary of the Board of Directors shall Introduced for redefinition of clause 7 Directors shall determine quorum determine quorum for conduct of the meeting of the wording of the clause . for conduct of the meeting of the Board of Directors and inform the persons present Board of Directors. about quorum for the meeting. Quorum for the meeting of the Board of Directors shall be at least half of the elected members of the Company's Board of Directors. 19. Par. 2 sub- Quorum for the meeting of the 8.4. Quorum for the meeting of the Board of For the purposes of clause 7.3 Board of Directors shall be at least Directors shall be at least half of the elected members of introducing possibility of clause 7 half of the elected members of the the Company's Board of Directors. Participation in the participation in the meetings Company's Board of Directors. meeting of the Board of Directors conducted by means of the Board of Directors of of electronic (telephone) communication shall be the Company via tele-

147

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations equated to personal presence. communication systems. 20. paragraph 7.4, 7.4. Chairman of the Board of 8.5. The Chairman of the Board of Directors Technical correction. clause 7 Directors shall inform the persons announces the agenda of the meeting of the Board of present about quorum for conduct Directors. of the meeting of the Board of Directors and announces the agenda of the meeting of the Board of Directors. 21. sub-clause 7.10. In presence of at least half 8.11. In presence of at least half of the members of the Introduced to ensure quorum 7.10, clause 7 of the members of the Board of Board of Directors (taking into account participation of of the meeting. Directors in determining the members of the Board of Directors in the meeting via voting outcome on agenda issues, telephone or digital communication) in determining the the written opinions of the voting outcome on agenda issues, the written opinions members of the Board of Directors of the members of the Board of Directors of the of the Company absent from the Company absent from the meeting of the Board of meeting of the Board of Directors Directors shall be included in the manner established shall be included in the manner hereby. established hereby. 22. sub-clause 7.11. A signed written opinion 8.12. A signed written opinion shall be sent by a Introduced for redefinition of 7.11, clause 7 shall be sent by a member of the member of the Board of Directors not later than two (2) wording of the clause. Board of Directors not later than hours before the meeting to the Secretary of the Board two (2) hours before the meeting of Directors in the original, by fax or electronic mail, 148

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations to the Secretary of the Board of followed by delivery of the original written opinion to Directors in the original or by fax the seat of the Company. followed by delivery of the original written opinion to the seat of the Company. 23. par. 8.7 clause 8.7. When completing the 9.7. When completing the absentee voting Introduced for the purpose of 8 absentee voting questionnaire, a questionnaire, a member of the Board of Directors shall workflow automation. member of the Board of Directors leave only one voting option uncrossed ("for", "against", shall leave only one voting option "abstain") for each project solutions on each issue. uncrossed ("for", "against", Completed questionnaire must be signed by the "abstain") for each project member of the directors with specification of his/her solutions on each issue. Completed family name and initials. When using the software questionnaire must be signed by pursuant to clause 6.5 of this Regulation the the member of the directors with questionnaire may be signed by EDS. specification of his/her family name and initials. 24. par. 8.9 clause 8.9. The completed and signed 9.9. The completed and signed questionnaire shall be Introduced for the purpose of 8 questionnaire shall be submitted submitted by the member to the Board of Directors workflow automation. by the member to the Board of within the timeframe specified in the questionnaire to Directors within the timeframe the Secretary of the Board of Directors within the specified in the questionnaire to period specified in the questionnaire in original, by fax the Secretary of the Board of or electronic mail followed by sending original 149

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations Directors within the period questionnaire to the address specified in the specified in the questionnaire in questionnaire. Should the questionnaire be signed by original or by fax followed by EDS, the original questionnaire shall not be delivered, sending original questionnaire to whereas the ED signed questionnaires shall be attached the address specified in the to the minutes. questionnaire. Members of the Board of Directors shall be regarded as Members of the Board of Directors participants of the absentee voting if their questionnaires are received by the Secretary of the shall be regarded as participants of the absentee voting if their Board of Directors in the original by fax or electronic questionnaires are received by the mail and through the software not later than the Secretary of the Board of deadline for receipt of ballots specified in the notice. Directors in the original or by fax The questionnaire received by Company upon not later than the deadline for expiration of the deadline specified therein shall not be receipt of ballots specified in the considered in counting votes and summing-up the notice. outcomes of the absentee voting. The questionnaire received by Company upon expiration of the deadline specified therein shall not be considered in counting votes and summing-up the outcomes of the absentee votingОшибка! Не

150

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations указано имя закладки.. 25. sub-clause 9.2, 9.2. Minutes of the meeting of 10.2. Minutes of the meeting of the Company's Board Introduced for redefinition of clause 9 the Company's Board of Directors of Directors shall be drawn up not later than three (3) wording of the clause. shall be drawn up not later than days after the meeting (summing-up outcomes of three (3) days after the meeting absentee voting). (summing-up outcomes of voting in presentio/absentia). 26. sub-clause 9.4, 9.4. Decisions taken by the 10.4. Decisions taken by the Board of Directors shall Introduced for the purpose of clause 9 Board of Directors shall be be communicated to the members of the Board of workflow automation. communicated to the members of Directors by copies of the minutes of the meeting of the the Board of Directors in writing Board of Directors sent by the Secretary of the by copies of the minutes of the Company's Board of Directors not later than three (3) meeting of the Board of Directors days of the signing of the minutes of the meeting of the sent by the Secretary of the Board of Directors or by using special software. Company's Board of Directors not later than three (3) days of the signing of the minutes of the meeting of the Board of Directors. Appendixes to the Regulations on the Board of Directors 27. Absent Absent The questionnaire shall disclose the following This information shall be information of the candidate to members of the Board provided pursuant to the 151

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations Appendix No. 1 of Directors: Federal Law On Joint-Stock (Questionnaire Full name Companies, and for the of a candidate Year of birth purposes of assessment of candidates to the Board of to/member of Citizenship the Board of Directors of the Company by Residency (state, locality) the Personnel and Directors) Educational background (level, vocation, Remunerations Committee. educational institution, graduation year) Update of this information is Main place of employment required for actualization of Position information in the quarterly Positions held in the last 5 years in chronological and annual statements of the order (including outside employment and Company pursuant to current position) requirements of the RF Positions (membership) currently held in legislation. management bodies of other legal entities Data on shares of JSC "Inter RAO" и JSC "Inter RAO" SDC held Participation in the Authorized Capital of JSC "Inter RAO" Participation in the Authorized Capital of the associated companies and subsidiaries of JSC "Inter RAO" (specify the number of shares) 152

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations Other Candidate's Data Is or has the nominee been an employee of the Company or the Company's Group for five years?

Does the nominee have essential business connections with the corporation, either directly or as a partner, shareholder, auditor, director, representative or top manager of the company associated with the corporation by such relationship for three (3) years (specify the total volume of transactions with persons who are members of JSC "Inter RAO" for each of the three years preceding the nomination)? Does the nominee receive additional remuneration from the company except for remuneration of a member of the Board of Directors, and also involved in options, pension and other similar schemes of the Company? Does the nominee have close family ties with any of the Company's consultants, directors or top managers? Does the nominee participate in the

153

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations management bodies of other companies jointly with another member of the Board of Directors (or has essential relationships with such member of the Board of Directors)? Is the nominee a representative of the major shareholders of the Company? Has the nominee been the member of the Board of Directors of the Company for more than 7 years? Is the nominee a representative of the Russian Federation? Does the nominee have a non-expunged or outstanding conviction for crimes in the realm of finance, taxes and dues, securities market, against the state and the interests of the public services, or undergo administrative punishment for the offenses mentioned? Data on positions held in management bodies of the competitors of "Inter RAO" 28. Absent Absent Full wording of the Notice is provided in the Project of Notice of election is prepared Regulations on the Board of Directors. with a view to informing the Appendix No. 3 members of the Board of Directors about rights, 154

Proxy materials for the Annual General Meeting of Shareholders

Item No. of the clause No. (paragraph, subparagraph) Current version Proposed version Comments of the Regulations (Notice of obligations and responsibility election of a of a member of the Board of member of the Directors and Company. Board of Provisions of the notice are Directors) based upon the requirements of the RF legislation and internal documents of the Company (including the Regulations on insider information, corporate code of ˛conduct), and Plan of actions on improvement of corporate governance approved by the Board of Directors on 28.03.2013.

155

Proxy materials for the Annual General Meeting of Shareholders

ПРОЕКТ

APPROVED BY:

Annual General Meeting of Shareholders of JSC “Inter RAO UES” dd. 25.06.2013 (Minutes No. ___ dd. 2_.06. 2013)

REGULATIONS ON THE BOARD OF DIRECTORS of the Open Joint Stock Company "Inter RAO UES"

Moscow 2013

156 Proxy materials for the Annual General Meeting of Shareholders

1. GENERAL PROVISIONS

1.1. These Regulations are elaborated in accordance with the Civil Code of the Russian Federation, the Federal Law On Joint-Stock Companies, other regulatory legal acts of the Russian Federation, and the Articles of Association of JSC "Inter RAO UES" (hereinafter the “Company”, JSC "Inter RAO"). 1.2. These Regulations are an internal document of the Company, which stipulates the order of formation, procedure of convening and conducting meetings of the Company's Board of Directors. 1.3. The Board of Directors is a management body of the Company, which carries out general management of the Company's operations, controls execution of resolutions of the General Meeting of Shareholders pursuant to the requirement of legislation of the Russian Federation: 1.4. Principal objectives and goals of activity of the Company’s Board of Directors are: - Determination of the Company's development strategy aimed at improvement of market capitalization and investment attractiveness, maximization of revenues and increase in the Company's assets; - Providing for exercising and protection of the rights and legitimate interests of the Company's shareholders, and facilitation of corporate dispute resolution; - ensuring the completeness, accuracy and fairness of the Company's information disclosure to shareholders and other stakeholders; - Creation of effective systems of internal control; - Regular evaluation of the activity of the Company's executive bodies and management. To implement these objectives and goals, the Board of Directors shall be guided by the following principles: - making decisions based on reliable information about the Company's operations; - Exclusion restrictions of shareholders' rights to participate in the management of the Company, right to dividends and any information about the Company; - Balancing interests of different groups of shareholders, and approval most impartial decisions in the interests of all shareholders of the Company. 1.5. In its activities, the Board of Directors is governed by the Federal Law On Joint Stock Companies, other normative legal acts of the Russian Federation, the Company's Articles of Association, and these Regulations.

2. BODY OF THE BOARD OF DIRECTORS

2.1. The Board of Directors shall be formed in the manner ensuring balance of professionalism, knowledge and expertise for the purpose of due performance by members of the Board of Directors of their duties for the good of the Company, with consideration of the Company's development strategy. To achieve balance of interests, to the Board of Directors may include members of the Board of Directors recognized as: - Executive directors; - Non-executive directors; - Independent directors. 2.2. A Member of the Board of Directors shall not be recognized as an Executive director, unless he/she is an employee of the Company. The number of executive directors shall not exceed one quarter in the Board of Directors. 2.3. For the purposes of this provision, a member of the Board of Directors shall be considered as an Independent director, unless he/she: - is or has been an employee of the Company or the Company's Group for five (5) years; - has essential business connections with the corporation, either directly or as a partner, shareholder, auditor, director, representative or top manager of the company associated with the corporation by such relationship for three (3) years;

157 Proxy materials for the Annual General Meeting of Shareholders

- receives additional remuneration from the company except for remuneration of a member of the Board of Directors, and is also involved in options, pension and other similar schemes of the Company; - has close family ties with any of the consultants of the Company, members of the Board of Directors or top managers of the Company including members of the Board; - participates in the management bodies of other companies jointly with another member of the Board of Directors (or has essential relationships with such member of the Board of Directors); - is a representative of the major shareholders of the Company3; - has been the member of the Company's Board of Directors for more than seven (7) years; - is a representative of the Russian Federation. If the Board of Directors recognizes a member of the Board of Directors who does not meet the criteria stipulated by this clause as an Independent Director, it shall explain the grounds for its decision. 2.4. A Member of the Board of Directors shall be recognized as a Non-executive Director, if he/she is not recognized as an Independent or Executive Director. 2.5. The Board of Directors, with provision for recommendations of the Personnel and Remuneration Committee, shall make a decision as to who of the members of the Board of Directors shall be Executive, Non- Executive or Independent Directors. 2.6. Independence criteria of a member of the Board of Directors set forth in this clause , shall be used solely for the purpose of application of these Regulations. For the purpose of application to the Company of norms of Russian and foreign legislation, as well as standards adopted in the practice of market operators that specify other independency criteria for members of the Board of Directors, status and number of independent members of the Board of Directors for relevant purposes shall be determined pursuant to such criteria. 2.7. Members of the Board of Directors Companies shall have an impeccable reputation. With that, one of the factors adversely affecting its reputation is a crime committed by a person in the realm of economic activity or against the state, interests of public service and local government, as well as an administrative offense, in particular, in the field of business, finance, taxes and dues, and securities market. These facts shall be disclosed to by a nominee to the Board of Directors or a member of the Board of Directors, if such fact occurred during discharge of duties by a member of the Company's Board of Directors. 2.8. The members of the Board of Directors shall act to the benefit of the Company and shall not have any conflict of interest with the Company. In particular, it is inadvisable to nominate to the Board of Directors a person, who is a member, a director general (manager), a member of the management body or an employees of any legal entity being the Company's competitor. 2.9. The members of the Board of Directors shall adhere to the requirements of the internal documents of the Company, in particular, the Company's Code of Conduct, including provisions on disclosing information about their income and liabilities pursuant to the decisions of the Personnel and Remuneration Committee. 2.10. Candidates to the Board of Directors shall meet one of the following criteria: - to be recognized experts in electric power industry, finance, law, strategic management, auditing, risk management, human resource management, corporate governance, modernization of production facilities, innovation and investment; - to have track record in the boards of directors or on top management positions of other joint-stock companies their shares are included in the quotation lists of organized trading venues (exchanges), including international companies. 2.11. For the purpose of effective decision-making, it is advisable to nominate to the Board of Directors candidates that might ensure its diversification including by gender. 2.12. A nominee to the Board of Directors Companies shall receive the consent of the relevant management body of another entity, where the nominee holds positions in management bodies, for his/her election to the Company's Board of Directors (if such consent is required by law or internal documents of the

3 A shareholder is recognized as a major shareholder if it owns at least 10 per cent of voting shares of the Company independently or jointly with affiliated parties. 158 Proxy materials for the Annual General Meeting of Shareholders

Company), and the consent of the state bodies, if such consent is required by the law. 2.13. In nominating candidates to the Board of Directors, a shareholder of the Company nominating a candidate shall submit a candidate's questionnaire form to the Board of Directors as per form of Appendix 1 hereto, as well as the written consent of the candidate to the Board of Directors for his nomination and election to the Board of Directors as per form of Appendix 2 hereto. In the absence of said documents or in case of non- compliance of the candidate with the criteria set forth by Section 2.11 hereof, the Board of Directors shall refuse including the nominee in the list of nominees for election of members of the Board of Directors. 2.14. After the election of a member of the Board of Directors, the Company represented by the Chairman of the Board, shall provide a notice of election to the member of the Board of Directors with specification of his/her rights and obligations as per form set forth in Appendix 3 hereto, whereas the member of the Board of Directors shall accept the terms of this notice by signing. 2.15. All newly elected members of the Company's Board of Directors shall undergo introductory program on schedule to be agreed with them upon election. 2.16. To ensure continuity and consistency of operations, the Board of Directors shall on annual basis and upon recommendation of the Personnel and Remuneration Committee prepare and revise (following results of assessment of activities of the Board of Directors) the Succession plan in the Board of Directors accounting for rotation of Independent directors and ensuring balance of qualifications and expertise of the Board of Directors and consistent renewal of its body.

3. CHAIRMAN OF THE BOARD OF DIRECTORS. CHIEF INDEPENDENT DIRECTOR

3.1. Activities of the Board of Directors shall be organized by the Chairman of the Company's Board of Directors. 3.2. Chairman of the Board of Directors shall be elected by and out of the members of the Company's Board of Directors by majority of votes of all members of the Board of Directors. A person exercising functions of the Chairman of the Company's Board of the Company shall not be the Chairman of the Company's Board of Directors at the same time. 3.3. The Board of Directors may at any time reelect the Chairman of the Board of Directors by majority vote of all members of the Company's Board of Directors. 3.4. Chairman of the Board of Directors shall: 1) Organize activity of the Board of Directors; 2) Convene the meetings of the Board of Directors; 3) Define the form of conduct of the meetings of the Board of Directors; 4) Approve the agenda of the meetings of the Board of Directors; 5) Define the list of materials (information) on the meeting agenda to be provided for the members of the Board of Directors; 6) Define the list of the persons to be invited for participation in the discussion of particular agenda issues of the meetings of the Board of Directors; 7) Preside at meetings of the Board of Directors; 8) Sign the minutes of the meetings of the Board of Directors, requests for examination (audit) of financial and economic activities of the Company and other documents on behalf of the Company's Board of Directors; 9) Monitor implementation of the plan of activities of the Board of Directors approved by the Board of Directors; 10) Represent the Board of Directors in relations with the Company's shareholders, government agencies, public organizations, and mass media; 11) Carry out correspondence of the Board of Directors with the shareholders, executive bodies, the Company's workforce, and other entities; 12) preside at the General Meeting of Shareholders of the Company, announce the agenda, report on next

159 Proxy materials for the Annual General Meeting of Shareholders

speakers and upcoming reports, and exercise other functions of the Chairman of the General Meeting of Shareholders of the Company provided for by the Regulation on Preparation and Conduct of Annual General Meeting of Shareholders of the Company; 13) Arrange for monitoring of execution of resolutions of the General Meeting of Shareholders and the Board of Directors on behalf of the Board of Directors, officially put under control execution of decisions and discontinue control over executed decisions of the Board of Directors; 14) Provide compliance with legislation of the Russian Federation, the Company's Charter, and other internal documents of the Company and these Regulations in the course of the meetings of the Board of Directors; 15) Exercise other functions provided for by the legislation of the Russian Federation, the Company's Charter and resolutions of the Company's Board of Directors. 3.5. In the absence of the Chairman of the Company's Board of Directors, Deputy (Deputies) of the Chairman of the Company's Board of Directors, his/her functions shall be exercised by a person elected from members of the Board of Directors by majority of votes of members of the Company's Board of Directors. A member of the Board of Directors being simultaneously the Chairman or a member of the Board shall not be elected as a Deputy Chairman of the Board of Directors. 3.6. If the Board of Directors includes at least three Independent directors, the Board of Directors shall elect the Chief Independent director from among them. 3.7. The Chief Independent director shall: - Provide support to the Chairman of the Board of Directors in achieving the goals of his/her activity; - Interact with the Chairman of the Board of Directors, members of the Company's Board of Directors, provide effective channels of communication in the Board of Directors, and in relations with the shareholders of the Company; - Ensure effective activity and necessary contribution of Independent directors to the activity of the Company's Board of Directors; - Evaluate activity of the Chairman of the Board of Directors; - Monitor relations between the Chairman of the Board of Directors and the Chairman of the Board; - be in charge of Personnel and Remuneration Committee of the Board of Directors.

4. RIGHTS AND OBLIGATIONS OF MEMBERS OF THE BOARD OF DIRECTORS

4.1. Within competence of the Board of Directors, Members thereof shall be entitled to: 1) Receive information about the Company's activity including data classified as commercial secret of the Company, inspect any constituent, regulatory, accounting, reporting, contractual and other documents of the Company pursuant to the laws of the Russian Federation and internal documents of the Company; 2) Submit written proposals concerning plan of activities of the Board of Directors; 3) Introduce in due course issues to the agenda of the meetings of the Board of Directors; 4) Demand convening meetings of the Company's Board of Directors; 5) Exercise other rights provided for by the legislation of the Russian Federation, the Company's Charter, other internal documents of the Company, and these Regulations. 4.2. A member of the Board of Directors may request in writing documents and information necessary for a decision on matters within competence of the Board of Directors both directly from the Chairman of the Board of the Company (or any other person exercising functions of the sole executive body of the Company) and through the Secretary of the Company's Board of Directors. 4.3. Documents and information provided by the Company shall be delivered to a member of the Board of Directors within five (5) business days from receipt of relevant request. 4.4. Members of the Board of Directors may receive remuneration and/or reimbursement for expenses associated with the performance of their functions in the manner established by the Regulations on Payment of Remunerations and Compensations to the Members of the Board of Directors to be approved by the General Meeting of Shareholders of the Company.

160 Proxy materials for the Annual General Meeting of Shareholders

4.5. In exercising their rights and fulfilment of their duties, members of the Board of Directors shall act in the interests of the Company, exercise their rights and fulfilling their duties reasonably and in good faith in respect of the Company. 4.6. Members of the Board of Directors shall be held liable to the Company for damages caused by their wrongful acts (or omission) in accordance with applicable law. 4.7. At that, members of the Board of Directors, who voted against the decision that caused damages, or did not participate in the voting, shall not be held liable. 4.8. The members of the Board of Directors are obliged to submit information pursuant to Appendix 1 hereto in writing to the Company addressed to the Chairman of the Board on a quarterly basis not later than fifteen (15) days of the start of the quarter, and every time upon change – not later than five (5) days of such change. 4.9. Rights and obligations of the members of the Board of Directors shall be determined by legislation, the Company's Charter and these Regulations. 4.10. Based on the assessment (self-assessment) of activity of the Board of Directors, the Company shall arrange educational activities in accordance with the Education and Development Program for the members of the Board of Directors.

5. SECRETARY OF THE BOARD OF DIRECTORS

5.1. Technical (informational, documentary, legal, secretarial) support of the current activities of the Board of Directors shall be provided by the Secretary of the Company's Board of Directors (the Secretariat of the Board of Directors) acting on the basis of the Company's Charter, these Regulations, provisions on the Company's Secretary (the Secretary and/or Secretariat of the Board of Directors), other internal documents of the Company, and in line with the instructions of the Chairman of the Board of Directors. 5.2. Secretary of the Board of Directors shall be elected by the members of the Company's Board of Directors by majority of votes of the members participating in the meeting, on the proposal of the Chairman of the Board. The Board of Directors may at any time reelect the secretary of Board of Directors of the Company Secretary of the Board of Directors is an employee of the Company. To ensure effective operation of the Company's Secretary of the Board of Directors, the Company may create the Secretariat of the Board of Directors staffed with full-time employees of the Company. Management of activity of the Board of Directors Secretariat shall be conducted by the Secretary of the Company's Board of Directors. 5.3. The functions of the Secretary of the Board of Directors shall include: 1) Elaboration and presentation to the Chairman of the Board of Directors of the draft agenda of the next meeting of the Board of Directors pursuant to the Plan of activities of the Board of Directors and proposals provided by members of the Board of Directors, Chairman of the Board, members of the Board, the Audit Commission, and the Company's Auditor. 2) Providing for preparation and distribution of documents (materials) required for organization and conduct of meetings of the Board of Directors (notice of meetings, draft resolutions on issues of the agenda, draft documents for preview etc); 3) Organizational and technical support of voting at the meetings of the Board of Directors; 4) Arrangement of interaction between the Board of Directors and executive bodies, committees of the Board of Directors and business subdivisions of the Company; 5) Management of preparation and submission of documents (information) on requests of members of the Board of Directors; 6) Preparation of requests and replies to the letters on behalf of the Company's Board of Directors under the guidance of the Chairman of the Board of Directors; 7) Collection of questionnaires completed by members of the Company's Board of Directors; 8) Formalization of minutes of meetings of the Board of Directors, drawing up statements and signing

161 Proxy materials for the Annual General Meeting of Shareholders

the minutes of meetings of the Board of Directors; 9) Distribution of documents approved by the Company's Board of Directors; 10) Elaboration and keeping of File List of the Board of Directors; 11) Classification and archiving documents and materials of the Board of Directors; 12) Organization of control over implementation of decisions of the Board of Directors; 13) Preparation of requests for information (materials) on issues of the agenda of meetings of the Board of Directors addressed to the Company's subdivisions; 14) Control over accuracy of data provided and correctness of documents submitted for consideration and approval by the Board of Directors; 15) Preparation of drafts of individual documents and decisions of the Board of Directors including the Draft Plan of the Board of Directors on behalf of the Chairman of the Board of Directors (Vice-Chairman of the Board of Directors); 16) Provision of record-keeping of proceedings of the Board of Directors, in particular magnetic media recording with the consent of the members present; 17) Preparation of replies to questions from members of the Board of Directors concerning the materials provided to them to facilitate decisions on issues of the agenda of the meeting of the Board of Directors; with that, replies to relevant questions (additional information, clarifications) are sent to all members of the Board of Directors. 18) Exercising other functions provided for by these Regulations, instructions of the Chairman and members of the Company's Board of Directors. 5.4. The Secretary of the Company's Board of Directors shall facilitate coordinated and efficient interaction of the Board of Directors with the Company's shareholders and their representatives, the Company's executive body, managers and employees of the Company's subdivisions to ensure effective activity of the Board of Directors. The Secretariat of the Board of Directors is intended to ensure effective operation of the Board of Directors, providing every possible assistance to the committees, commissions and other operating bodies of the Board of Directors; 5.5. The Secretary of the Company's Board of Directors is entitled to request and receive information necessary for activity of the Board of Directors, in particular, pursuant to the requests of the Company's Board of Directors from divisions of the executive office of the Company. 5.6. The Secretary of the Board of Directors shall be responsible for: - Timely distribution of notices of meetings of the Board of Directors and materials for the meetings to members of the Board of Directors; - Quality of design and accuracy of the information contained in the minutes of meetings of the Board of Directors. - Timeliness of providing members of the Board of Directors with the Minutes. 5.7. Bodies and officers of the Company shall cooperate with the Secretary of the Company's Board of Directors in the exercising his/her functions. 5.8. The Company may enter into an agreement with the Secretary of the Board of Directors for functions exercised by the Secretary of the Company's Board of Directors. Terms of the agreement with the Secretary of the Company's Board of Directors, in particular with regard to remuneration of the Secretary of the Company's Board of Directors for execution of his/her duties shall be determined by the Board of Directors of the Company or a person authorized by the Company's Board of Directors. 5.9. Cost of providing activities of the Secretariat of the Board of Directors, and labor costs for its employees shall be covered out of the Company's funds within the budget approved by the Board of Directors on proposal of the Secretary of the Company's Board of Directors.

6. ARRANGEMENT OF ACTIVITIES OF THE BOARD OF DIRECTORS

162 Proxy materials for the Annual General Meeting of Shareholders

6.1. The activity of the Board of Directors shall be organized by the Chairman pursuant to the laws of the Russian Federation, the Company's Charter, these Regulations and other internal documents of the Company, and in line with the Plan of activities approved by the Board of Directors. 6.2. If necessary, the Chairman of the Board of Directors may decide to convene an extraordinary meeting of the Board of Directors, or to postpone a scheduled meeting of the Board of Directors. 6.3. Plan of activities of the Board of Directors. 6.3.1. The Plan of activities of the Board of Directors may include the following areas: - strategic development of the Company; - Medium and short-term planning of the Company's operations; - Arrangement of activities of the Board of Directors; - control over implementation of decisions of the Board of Directors and General Meeting of Shareholders; 6.3.2. The Plan of activities of the Board of Directors shall include: 1) matters to be considered at the meetings of the Company's Board of Directors in the current year (quarterly) including the matters to be considered at the meetings in presentio; 2) Schedule of the meetings of the Board of Directors; 3) List of persons (Company's management bodies) responsible for preparation of issues for consideration at the Board of Directors (members of the Board of Directors, Chairman of the Board, and other persons). 6.3.3. Plan of activities of the Board of Directors shall be based on proposals of the Chairman and members of the Board of Directors, the Company's Audit Committee, the Chairman and members of the Board, the Company's Auditor with adherence to the requirements of the first and second paragraphs of clause 6.4. of these Regulations. Said proposals shall be submitted to the Chairman of the Board of Directors in writing with a copy of the proposals sent to the Secretary of the Company's Board of Directors. 6.4. For a more close examination review by the members of the Board of Directors of the most important issues of activities of the Company, the Board of Directors shall tend to meet in presentio at least 4 times a year. In particular, "in presentio" meetings shall consider the following questions (unless otherwise decided by the Chairman of the Board of Directors, in particular, if matters under review are of solely formal nature): - Identification of priority areas of the Company's activity including consideration of strategic priorities of the Company's development and Reports on implementation of the strategy; - Convening the annual general meeting of shareholders and other issues related to convening of the annual general meeting of shareholders; - Increase of the Company's authorized capital by public offering of the Company's additional shares from amongst authorized shares total number thereof does not exceed 25% of all allotted shares of the Company; - Placement by the Company of additional shares obtained by conversion of the preference shares placed by the Company of certain type convertible into common or preferred shares of other types, unless such placement is associated with increase in the authorized capital of the Company, as well as placement of bonds or other equity securities save for shares; - Acquisition of shares, bonds and other securities placed by the Company in cases stipulated by this Charter and the Federal Law On Joint Stock Companies; - Review of the reports of the Board on the Company's activities about implementation of resolutions of the General Meeting of Shareholders and the Company's Board of Directors; - Approval of the business plan (revised business plan) and report on implementation thereof, including approval and amendment of the investment program of the Company; - Approval of the target (adjusted) values of key performance indicators (KPI) of the Company; - Approval of the (adjusted) program of the Company's cost management and reports on implementation thereof; - Approval of the Company’s internal documents;

163 Proxy materials for the Annual General Meeting of Shareholders

- Formation of committees of the Company's Board of Directors; - Participation and termination of the Company's participation in other entities. 6.5. To protect of the insider information, ensure timely and easy access of the members of the Board of Directors to materials of meetings of the Board of Directors, and for document management, special software tools can be used including software for remote participation of a member of the Board of Directors in the meeting and voting on the agenda issues with the use of electronic digital signatures (EDS).

7. CONVENING THE MEETING OF THE BOARD OF DIRECTORS

7.1. The first meeting of the Board of Directors as newly elected shall be convened by one of the members of the Company's Board of Directors by giving notice of convocation of the meeting to all other members of the Board of Directors and to the Company, addressed to the Chairman of the Board. Chairman of the Board of the Company shall assist and provide all information necessary for arrangement of the first meeting of the Board of Directors in the newly elected body. At the first meeting of the Board of Directors, the following issues shall be obligatory addressed: - election of the Chairman of the Board of Directors; - election of the Deputy Chairman of the Board of Directors; - election of the Secretary of the Board of Directors; - formation of the Committees of the Board of Directors; - determination of status of members of the Company's Board of Directors; - election of the Independent Chief Director (with adherence to conditions provided by clause 3.6 hereof). 7.2. Subsequent meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors (except as provided by clause 3.5 hereof): - pursuant to the approved plan of the Board of Directors. - on own initiative of the Chairman of the Company's Board of Directors; - on written request of a member of the Board of Directors, the Company's Audit Committee, the Chairman or members of the Board, or the Company's Auditor. 7.3. Request for convening the meeting of the Board of Directors shall contain: 1) reference to the initiator of the meeting; 2) wording of the agenda issues; 3) reasons for submission of issues for consideration; 4) information (materials) on the agenda issues; 5) draft resolutions on issues of the agenda. 7.4. Request for convening the meeting of the Board of Directors shall be made in writing and signed by the person requesting such meeting: Request of the Company's Audit Committee to convene a meeting of the Board of Directors shall be signed by the Chairman of the Audit Committee. Request to convene a meeting of the Board of Directors in writing with all necessary materials (information) attached shall be submitted to the Chairman of the Board of Directors with a copy of the proposals sent to the Secretary of the Company's Board of Directors. With that, proposals of members of the Company's Board shall be submitted to the Chairman of the Board of Directors signed by the Chairman of the Company's Board, either on their own in the event that the Chairman of the Company's Board does not send the relevant letter to the Chairman of the Board of Directors within seven (7) business days. 7.5. Chairman of the Board of Directors shall examine the request to convene an extraordinary meeting of the Company's Board of Directors and either make decision with a view to convene or refuse to convene, or include the issues contained in the request in the agenda of the planned (pursuant to the approved plan of activities of the Board of Directors) meeting of the Board Directors not later than five (5) business days of receipt of the request. Meeting of the Board of Directors for consideration of the issue(s) contained in the request shall be held not later than 30 calendar days of receipt of the relevant request by the Chairman of the Board of Directors.

164 Proxy materials for the Annual General Meeting of Shareholders

A substantiated decision of the Chairman of the Board of Directors on refusal to convene an extraordinary meeting of the Board of Directors shall be sent to the person requesting the same not later than three (3) business days of the date of such decision. Failure to comply with the requirements provided for by clause s -, 5) hereof may serve as a ground for denial of the request to convene the meeting of the Board of Directors. 7.6. Notice of a meeting of the Board of Directors shall be prepared by the Secretary of the Board of Directors and signed by the Chairman or by the Secretary of the Board of Directors on behalf of the Chairman of the Board of Directors. Notice of the meeting of the Board of Directors shall be sent by the Secretary of the Board of Directors to each member of the Board of Directors in writing not later than fifteen (15) days before the date of the meeting of the Board of Directors (final date for receipt of voting ballots) except as provided herein. 7.7. Materials (information) on issues of the agenda of the meeting shall be sent to members of the Board of Directors along with the notice of the meeting of the Board of Directors. Materials (information) on the agenda issues shall include: - draft resolutions of the Board of Directors on the issues included in the agenda of the meeting of the Board of Directors; - explanatory note to the draft resolutions of the Board of Directors on the issues included in the agenda of the meeting of the Board of Directors; - draft documents to be submitted for approval, agreement or acceptance by the Board of Directors; - minutes of sessions and meetings of the management bodies, decisions (recommendations) of Committees of the Board of Directors and other Company's bodies and commissions specifically created for preliminary examination of issues (if any); - materials supporting information contained in draft resolutions and explanatory notes; - other informational materials on the issues included in the agenda of the meeting of the Board of Directors; 7.8. Materials (information) on the agenda may be provided to members of the Company's Board of Directors in person, by fax, email or via special software (clause 0 hereof)4.2. 7.9. If the agenda of the meeting of the Board of Directors includes issues, which, pursuant to the Regulations on the Company's Board and/or Regulations on the Committees of the Board of Directors, shall preliminary be considered by the Board and/or competent Committee of the Board of Directors, a notice of the meeting of the Board of Directors and materials on these issues shall be presented by the Secretary of the Company's Board of Directors to the Board and/or competent committee in the manner and within the timeframe provided for by the clause s 6.6. and 6.8. hereof. Decisions (recommendations) of the Company's Board and/or a Committee of the Board of Directors shall be sent by the Secretary of the Board of Directors to members of the Company's Board of Directors in case of their receipt by the Board of Directors not later than three (3) calendar days before the date of the meeting of the Board of Directors. If the decisions (recommendations) of the Board and/or competent Committee are not submitted (or submitted in violation of prescribed terms), the Board of Directors may take a decision on the issue without consideration of such decisions (recommendations). 7.10. Chairman of the Board of Directors may, by agreement with the proponent of the issue to be considered by the Board of Directors pursuant to Regulations on the Board of Directors shall be preliminary examined by the competent Committee of the Board of Directors, once to postpone consideration of this issue if no necessary solutions (recommendations) are presented by the Committee, and the Chairman of the Committee sent a letter with a motivated request for such reschedule. 7.11. In cases provided for by the legislation of the Russian Federation and clause 6.1 hereof, by decision of the Chairman of the Board of Directors, the term for notification of the members of the Board of Directors of the meeting of the Board of Directors and provision of the materials (information) may be reduced.

8. PROCEDURE OF THE MEETINGS OF THE BOARD OF DIRECTORS

165 Proxy materials for the Annual General Meeting of Shareholders

8.1. The meeting of the Board of Directors shall be opened by the Chairman of the Board of Directors. 8.2. The meetings of the Board of Directors are attended by the members of the Board of Directors of the Company, and persons invited to the meeting on each of the issues according to the list approved by the Chairman of the Board of Directors. 8.3. Secretary of the Board of Directors shall determine quorum for conduct of the meeting of the Board of Directors and inform the persons present about quorum for the meeting. 8.4. Quorum for the meeting of the Board of Directors shall be at least half of the elected members of the Company's Board of Directors. Participation in the meeting of the Board of Directors conducted by means of electronic (telephone) communication shall be equated to personal presence.

8.5. The Chairman of the Board of Directors announces the agenda of the meeting of the Board of Directors. 8.6. In absence of quorum the meeting is declared incompetent. At that, the Chairman of the Board of Directors shall take one of the following decisions: 1) rescheduling time for opening of the meeting by consulting with the present members of the Board of Directors, however, not more than for two hours; 2) determining the date of the new meeting to be held instead of the canceled one with the agenda previously established; The new meeting instead of the canceled one may be conducted not later than twenty days upon relevant decision taken by the Chairman of the Board of Directors on the matter; 3) including issues of the agenda of the canceled meeting in the agenda of the next planned meeting of the Board of Directors. 8.7. Meeting of the Board of Directors shall include the following stages: 1) Report of a member of the Board of Directors or an invited person on the issue on the agenda; 2) Discussion of the agenda issue; 3) Suggestions on the wording of the agenda issue; 4) Voting on the agenda issue; 5) Counting and summing-up the voting outcomes; 6) Announcement of voting outcomes and resolution taking on the agenda issue. 8.8. At the meeting of the Board of Directors conducted by joint presence of its members, report of the Secretary of the Board of Directors Company on the implementation of previous decisions of the Board of Directors shall obligatory be presented. 8.9. At the meeting of the Board of Directors, decisions are to be approved by majority vote of members of the Board of Directors present at the meeting, except as provided for by the legislation of the Russian Federation and the Company's Charter. 8.10. For decision-making at the meeting, each member of the Board of Directors is entitled to one vote. In case of equality of votes, the vote of the Chairman of the Board of Directors shall be casting. Transfer of vote by one member to another member of the Company's Board of Directors or any other person shall be inacceptable. 8.11. In presence of at least half of the members of the Board of Directors (taking into account participation of members of the Board of Directors in the meeting via telephone or digital communication) in determining the voting outcome on agenda issues, the written opinions of the members of the Board of Directors of the Company absent from the meeting of the Board of Directors shall be included in the manner established hereby. 8.12. A signed written opinion shall be sent by a member of the Board of Directors not later than two (2) hours before the meeting to the Secretary of the Board of Directors in the original, by fax or electronic mail, followed by delivery of the original written opinion to the seat of the Company. 8.13. The written opinion received by the Secretary of the Board of Directors, shall not be considered

166 Proxy materials for the Annual General Meeting of Shareholders

in counting votes and summing-up the voting outcomes upon expiration of the deadline specified in clause 8.11. 8.14. Based on the outcomes of the voting at the meeting and opinions received from the members of the Board of Directors in writing, the Secretary of the Company's Board of Directors shall summarize voting outcomes on the agenda issues and formalize the minutes of the Board of Directors in the manner established herein. 8.15. Written opinions of members of the Board of Directors of the Company absent at the meetings the Board of Directors shall be attached to the minutes of the meetings of the Board of Directors.

9. ABSENTEE BALLOT BASED DECISION TAKING PROCEDURE

9.1. Decisions of the Board of Directors of the Company on the agenda issues may be taken by absentee voting (voting ballots). 9.2. For absentee voting (voting ballots) based decisions of the Board of Directors, a notice of absentee voting with draft decisions thereupon and materials (information) on the issues included in the agenda shall be sent to each member of the Board of Directors in the manner and within the timeframe specified by clause s 7.6. -7.10 hereof. 9.3. Notice of absentee ballot shall include: - the full business name and location of the Company; - wording of the agenda issues; - instruction on conducting absentee ballot by completing a questionnaire; - Date and time of the deadline for receipt of ballots for absentee voting; - List of information (materials) provided for the members of the Board of Directors. 9.4. The members of the Board of Directors shall be entitled to submit proposals, and/or comments on draft decisions of the Board of Directors suggested in the draft questionnaire on the issues put to absentee voting, not later than five (5) days before the deadline for receipt of ballots for voting indicated in the notice of absentee voting. 9.5. In view of the proposals and/or comments on the suggested draft decisions on the agenda issues of the meeting of the Board of Directors, the Secretary of the Board of Directors, subject to agreement with the Chairman of the Board of Directors, shall draw up the final version of the questionnaire for absentee voting (in the form as per Appendix 1). 9.6. The final version of the questionnaire for absentee voting shall be sent to members of the Board of Directors not later than three (3) calendar days before the deadline for receipt of the questionnaires indicated in the notice of absentee voting. Along with the questionnaire, the members of the Board of Directors shall receive resolutions (recommendations) of respective Committees (if these are received by the Secretary of the Company's Board of Directors). 9.7. When completing the absentee voting questionnaire, a member of the Board of Directors shall leave only one voting option uncrossed ("for", "against", "abstain") for each project solutions on each issue. Completed questionnaire must be signed by the member of the directors with specification of his/her family name and initials. When using the software pursuant to clause 0 this Regulation the questionnaire may be signed by EDS. 9.8. The questionnaire completed in violation of the requirements specified in this chapter shall be void (if requirements for completing the voting option are violated, it shall only be void as pertaining to relevant issue) and regarded neither in quorum determination for decisions by absentee ballot, nor in counting votes. 9.9. The completed and signed questionnaire shall be submitted by the member to the Board of Directors within the timeframe specified in the questionnaire to the Secretary of the Board of Directors within the period specified in the questionnaire in original, by fax or electronic mail followed by sending original questionnaire to the address specified in the questionnaire. Should the questionnaire be signed by EDS, the original questionnaire shall not be delivered, whereas the ED signed questionnaires shall be attached to the minutes. Members of the Board of Directors shall be regarded as participants of the absentee voting if their

167 Proxy materials for the Annual General Meeting of Shareholders

questionnaires are received by the Secretary of the Board of Directors in the original by fax or electronic mail and through the software not later than the deadline for receipt of ballots specified in the notice. The questionnaire received by Company upon expiration of the deadline specified therein shall not be considered in counting votes and summing-up the outcomes of the absentee votingОшибка! Не указано имя закладки.. 9.10. Outcomes of voting as to issues of the agenda of the meeting held in absentia shall be defined on the basis of the ballots completed and signed by the members of the Board of Directors and received by the Company within the timeframe specified in the notice of absentee voting. 9.11. On the basis of the received questionnaires, the Secretary of the Board of Directors shall prepare minutes of the Board of Directors in the manner stipulated hereby.

10. MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

10.1. At the meeting of the Board of Directors, the minutes shall be kept the Secretary of the Board of Directors. 10.2. Minutes of the meeting of the Company's Board of Directors shall be drawn up not later than three (3) days after the meeting (summing-up outcomes of absentee voting). 10.3. The Minutes shall specify: - Full business name of the Company; - Form of the meeting; - Time and place of the meeting (summarizing outcomes); - Members of the Board of Directors attending the meeting (who participated in the absentee voting), and invited persons; - Information on quorum of the meeting; - Agenda of the meeting; - Issues put to vote and the roll call outcomes thereupon; - Decisions made; Minutes of the meeting of the Board of Directors shall be signed by the Chairman of the meeting of the Board of Directors and the Secretary of the Company's Board of Directors, who are responsible for accuracy of the minutes. 10.4. Decisions taken by the Board of Directors shall be communicated to the members of the Board of Directors by copies of the minutes of the meeting of the Board of Directors sent by the Secretary of the Company's Board of Directors not later than three (3) days of the signing of the minutes of the meeting of the Board of Directors or by using special software. 10.5. The Company is obliged to keep minutes of meetings of the Board of Directors at the location of the executive body of the Company or in any other place known and accessible to stakeholders. 10.6. Minutes of the meetings of the Company's Board of Directors shall be accessible for inspection by any shareholder of the Company, a member of the Board of Directors, a member of the Audit Committee, an auditor of the Company, the Chairman of the Board, official representatives of federal regulatory authorities at the location of the Company's executive body or any other location specified by the Board of Directors Company.

168 Proxy materials for the Annual General Meeting of Shareholders

Appendix No. 1 to Regulations on the Board of Directors of the Joint Stock Company "INTER RAO UES"

QUESTIONNAIRE OF A CANDIDATE TO/MEMBER OF THE BOARD OF DIRECTORS of JSC “INTER RAO UES”

Candidate's General Data Full name Year of birth Citizenship Residency (state, locality) Educational background (level, vocation, educational institution, graduation year) Main place of employment Position

Positions held in the last 5 years in chronological order (including outside employment and current position)

Period Entity name Position held

Positions (membership) currently held in management bodies of other legal entities Period Entity name Position held

Data on shares of JSC "Inter RAO" и JSC "Inter RAO" SDC held Participation in the Authorized Capital of JSC "Inter RAO" Participation in the Authorized Capital of associated of the associated companies and subsidiaries of JSC "Inter RAO"4 (specify the number of shares) Other Candidate's Data Is or has the nominee been an employee of the Company or the Company's 5Yes/No Group for five years? Does the nominee have essential business connections with the corporation, ____ thou. rubles either directly or as a partner, shareholder, auditor, director, representative or top manager of the company associated with the corporation by such relationship for three (3) years (specify the total volume of transactions with persons who are members of JSC "Inter RAO" for each of the three years preceding the nomination)? Does the nominee receive additional remuneration from the company except Yes/No

4 JSC “Mosenergosbyt”, JSC “SARATOVENERGO”, JSC “Tambov Energy Retailing Company”, JSC "Irkutskenergo", JSC “Tomsk Energy Retailing Company. 5 Here, and hereinafter, "yes" is chosen; it is required to present explanation on the substance of the issue. 169 Proxy materials for the Annual General Meeting of Shareholders

for remuneration of a member of the Board of Directors, and also involved in options, pension and other similar schemes of the Company? Does the nominee have close family ties with any of the Company's consultants, Yes/No (if yes, specify) directors or top managers? Does the nominee participate in the management bodies of other companies Yes/No (if yes, specify) jointly with another member of the Board of Directors (or has essential relationships with such member of the Board of Directors)? Is the nominee a representative of the major shareholders of the Company?6 Yes/No (if yes, specify) Has the nominee been the member of the Board of Directors of the Company for Yes/No more than 7 years? Is the nominee a representative of the Russian Federation? Yes/No Does the nominee have a non-expunged or outstanding conviction for crimes in Yes/No the realm of finance, taxes and dues, securities market, against the state and the interests of the public services, or undergo administrative punishment for the offenses mentioned? Data on positions held in management bodies of the competitors of "Inter RAO" Yes/No (if yes, specify)

______/Full Name/ (signature)

______, 20

6 A shareholder is recognized as a major shareholder if it owns at least 10 per cent of voting shares of the Company independently or jointly with affiliated parties. 170 Proxy materials for the Annual General Meeting of Shareholders

Appendix No. 2 to the Regulations on the Board of Directors of the Open Joint Stock Company "Inter RAO UES"

BOARD OF DIRECTORS of the Open Joint Stock Company "Inter RAO UES"

QUESTIONNAIRE for absentee voting on issues of the agenda of the meeting of the Board of Directors of OJSC "INTER RAO UES"

Issue 1: ______

Decision: ______

FOR AGAINST ABSTAIN

(leave uncrossed the option you choose)

Issue 2: ______

Decision: ______

FOR AGAINST ABSTAIN

(leave uncrossed the option you choose)

Questionnaire for voting completed and signed shall be sent by fax ______or in original not later than on ______/date, time/ The questionnaire opinion received by Company upon expiration of the deadline specified above shall not be considered in counting votes and summing-up the outcomes of the absentee votingОшибка! Не указано имя закладки.. Please, send the original questionnaire to the address: ______

171 Proxy materials for the Annual General Meeting of Shareholders

Member of the Board of Directors of JSC “INTER RAO UES” ______/______(signature) (full name)

THE QUESTIONNAIRE IS INVALID WITHOUT THE SIGNATURE OF THE MEMBER OF THE BOARD OF DIRECTORS

172 Proxy materials for the Annual General Meeting of Shareholders

Appendix No. 3 to the Regulations on the Board of Directors of the Open Joint Stock Company "Inter RAO UES"

Dear ______,

I am pleased to inform your about your election to the Board of Directors of the Open Joint Stock Company "Inter RAO UES" (hereinafter, "the Company", JSC "Inter RAO") and your main rights and obligations established by the legislation of the Russian Federation, Charter and internal documents of the Company.

1. Election

You have been elected the member of the Board of Directors pursuant to the decision of the General Meeting of Shareholders dd. ______20___ (Minutes dd. ______20___, No.__) for the period until the next Annual General Meeting of Shareholders, unless your powers are prematurely terminated by the decision of an extraordinary General Meeting of Shareholders. This Notice contains material terms of your activity in capacity of a member of the Board of Directors of the JSC "Inter RAO" enshrined in the Federal Law On Joint-Stock Companies, Charter and internal documents of the Company.

2. Rights of members of the Board of Directors Pursuant to provisions of the law of the Russian Federation and internal documents of the Company you are empowered to: 2.1 Demand convening meetings of the Board of Directors of the Company. 2.2 Introduce in due course issues to the agenda of the meetings and plan of activities of the Board of Directors of the Company. 2.3 Request in writing documents and information necessary for a decision on matters within competence of the Board of Directors both directly from the Chairman of the Board of the Company (or another person exercising functions of the sole executive body of the Company) and through the Secretary of the Board of Directors of the Company. 2.4 Submit written proposals as to formation of schedule of the Board of Directors; 2.5 Initiate discussions on the issues submitted for meetings of the Board of Directors of the Company. 2.6 Inspect minutes of meetings of the Board of Directors and other management bodies of the Company and receive their copies. 2.7 Receive information about the Company's activity including data classified as commercial secret and insider information of the Company, inspect any constituent, regulatory, accounting, reporting, contractual and other documents of the

173 Proxy materials for the Annual General Meeting of Shareholders

Company pursuant to the laws of the Russian Federation and internal documents of the Company. 2.8 Receive remuneration and reimbursement for expenses associated with the performance of functions pursuant to regulatory legal acts of the Russian Federation, Regulations on Payment of Remunerations and Compensations to the Members of the Board of Directors and/or resolutions of the General Meeting of Shareholders. 2.9 Participate in discussions of the agenda issues of meetings of the Board of Directors, in particular, act as a speaker, an opponent on issues of the agenda of the meeting of the Board of Directors of the Company. 2.10 Submit proposals, and/or comments on draft decisions of the Board of Directors suggested in the draft questionnaire on the issues put to absentee voting, not later than five (5) days before the deadline for receipt of ballots for voting indicated in the notice of absentee voting. 2.11 Exercise other rights provided for by regulatory legal acts of the Russian Federation, the Company's Charter, and internal documents of the Company.

3. Obligations of members of the Board of Directors You are obliged to exercise functions of a member of the Board of Directors of the Company stipulated by the Federal Law of the Russian Federation On Joint-Stock Companies dd. 26.12.1995 No. 208-FZ (hereinafter referred to as "the Joint-Stock Company law"), other legislative acts of the Russian Federation, the Company's Charter, Regulations on the Board of Directors and other internal documents of the Company, including the following: Functions related to the decision-making procedure of a member of the Board of Directors, organization and holding the meetings of the Board of Directors. 3.1. To execute delegated duties and powers related to the competence of the Company's Board of Directors reasonably, effectively and in good faith pursuant to the Russian legislation and the internal documents of the Company. 3.2. To assess the long term consequences of the decisions taken. 3.3. In decision-making, to take into account necessity to promote the Company's business relationships with suppliers, customers and other parties, impact of the Company's activities on the environment, and the need to maintain the Company's reputation in line with high standards of business conduct. 3.4. To prepare properly for the meetings of the Board of Directors, in particular: 3.4.1 Examine the agenda of the meeting of the Board of Directors; 3.4.2 Examine the materials related to the meetings, including draft decisions and explanatory notes attached to the notice of the meeting of the Board of Directors well in advance, and collect and analyze the necessary information to prepare your opinions, conclusions, recommendations, provided that such materials and information are presented to the members of the Board of Directors within the timeframe established by the internal documents of the Company; 3.4.3 Request from the Secretary of the Board of Directors additional documents, data and information on the agenda prior to the meeting, should any difficulties arise in elaborating position as to issues of the agenda.

174 Proxy materials for the Annual General Meeting of Shareholders

3.5. To participate personally in the meetings of the Board of Directors of the Company if these are held in presentio. To notify the Secretary of the Board of Directors of the Company about inability to participate specifying the reasons in advance. To submit own written opinion in case of being absent at the meeting of the Board of Directors. 3.6. Not to omit the meetings of the Board of Directors conducted in presentio without good reason. 3.7. To participate in voting at the meetings of the Board of Directors on all issues on the agenda, except in cases where a member of the Board of Directors shall not participate in the voting pursuant to the laws of the Russian Federation. 3.8. Provide questionnaires in a timely manner when decisions are made on the agenda of the meetings of the Board of Directors conducted via absentee voting. 3.9. To participate in the committees of the Board of Directors in accordance with the Company's internal documents regulating activities of said management bodies in the event that a member of the Board of Directors is elected to the committee(s) of the Board of Directors. 3.10. To notify the Company and the Company's Board of Directors about all known cases of violations committed by the management bodies of the Company for necessary measures to be taken, and to demand rectification thereof. 3.11. To carry out personally the functions of the member of the Board of Directors prescribed by the Federal Law On Joint Stock Companies, other normative legal acts of the Russian Federation, Regulations on the Board of Directors, and this Agreement. Responsibilities in the area of avoidance of the conflict of interest: 3.12. To act in the interests of the Company, its shareholders and employees. 3.13. To perform own office duties guided by the Company's priorities, and to prevent the influence of personal interests, interests of the family, friends and other personal relationships on the process and the result of decision-making activities of the Company. 3.14. To exclude financial or other bonds or dependencies that might potentially cause a conflict of interest. 3.15. To report promptly about any personal, commercial or other interest (direct or indirect) in transactions, agreements, and projects related to the Company. 3.16. To refrain from any employment or civil relations with the Company's competitors, and participation in the Company's competitors. 3.17. To refrain from using property and possibilities of the Company to personal advantage. 3.18. To notify the Company about potential or actual conflict immediately, and refrain from concealing the conflict of interest. 3.19. To inform the Board of Directors, and Chairman of the Board of the Company about any commitments that might potentially affect activity on position held and notify the Board of Directors and Chairman of the Board of the Company in writing of any changes of such commitments.

175 Proxy materials for the Annual General Meeting of Shareholders

3.20. Before the Company's transaction in securities, to obtain prior written consent of the Chairman of the Board of Directors to conclude the same. If a transaction in the Company's securities is agreed, to effect a deal immediately, but with observance of maximum period equal to two (2) business days of the receipt of the written consent. 3.21. Should the circumstances arise preventing a member of the Board of Directors from exercising his/her functions, the member of the Board Directors shall within ten (10) days notify the Company and the Company's Board of Directors about intention to divest oneself of the authority of the members of the Board of Directors. With that, the duties of the member of the Board of Directors shall terminate upon the decision taken by the general meeting of shareholders of the Company on termination of powers of the members of the current body of the Board of Directors. 3.22. To refrain from using property of the Company to personal advantage. 3.23. Responsibilities in the area of information confidentiality preservation: 3.24. To adhere to rules and procedures provided for by the internal documents of the Company and related to security system for manipulation with data subject to requirement of ensuring confidentiality. 3.25. Not to disclose to third parties, discuss the content, provide copies, publish or disclose in any other manner information in respect thereof the requirement to provide confidentiality is established without prior written consent of the Company, unless otherwise provided by legislation. Responsibilities in the area of insider information circulation and manipulation of market: 3.26. Not to use insider information for transactions with Company's financial instruments and/or commodities associated with the insider information for own account or third party account, except as expressly provided by the legislation of the Russian Federation. 3.27. Not to transfer the inside information to third parties, except for those included in the list of the Company's insiders, and only in connection with the execution of duties established by law or internal documents of the Company or in connection with execution of the office duties. 3.28. Neither to provide any recommendations to third persons based on insider information, nor oblige or encourage them otherwise to purchase or sell the Company's financial instruments and/or commodities, or to enter into agreements being derivative financial instruments their price dependable upon such securities and/or commodities of the Company. 3.29. Not to carry out any activities related to market manipulation under legislation of the Russian Federation. 3.30. To notify of completed transactions with the Company's shares: 3.31. to FFMS of Russia in the manner and within the timeframe prescribed by the laws on insider information of the Russian Federation. 3.32. to the Company within ten (10) business days from the date of relevant transaction in securities of the Company. Format of such notice is set by internal documents of the Company.

176 Proxy materials for the Annual General Meeting of Shareholders

Other obligations: 3.33. To submit information prescribed by the Regulations on the Board of Directors to the Company, in the manner and within the timeframe established by said Regulations including an updated questionnaire (on a quarterly basis). 3.34. To strive maintaining ongoing dialogue with the Company's shareholders in the framework of the Company's active information policy. 3.35. To execute decisions of the General Meeting of Shareholders and the Board of Directors in a timely and accurate manner. 3.36. To make any possible efforts to avoid submitting comments both in and beyond public space that might harm the Company's interests. 3.37. Exercise other functions provided for by the legislation of the Russian Federation, the Company's internal documents and resolutions of the General Meeting of Shareholders. 3.38. In exercising own duties, to act within jurisdiction of the Board of Directors defined by normative legal acts of the Russian Federation, the Company's Charter, the Regulations on the procedure for convening and holding meetings of the Company's Board of Directors, other internal documents of the Company and this Agreement. 4. Company’s rights and obligations 4.1 Company's rights:

The Company is entitled to demand from you conscientious performance of your duties.

4.2 Company's obligations:

4.2.1 To provide you with the conditions necessary for proper execution of your duties under this Agreement. 4.2.2 Upon your written request, provide you with information and documents on the activities of the Company you need to fulfill your duties including materials required for decisions on the agenda issues of meetings of the Board of Directors within three (3) business days. 4.2.3 To provide you with the assistance necessary for execution of your duties in the Board of Directors of the Company provided for by the legislation of the Russian Federation and internal documents of the Company. 4.2.4 To insure your responsibility as a member of the Board of Directors for losses caused by wrongful acts (or omissions) subject to adherence to the corporate procedures. 4.2.5 To provide for your acquaintance as a newly elected member of the Board of Directors with the structure and business of the Company and its Group including provision of the materials on key issues of the Company's activity such as corporate governance system, development strategy, key risks, description of the Company's regulatory environment and to ensure holding an introductory meeting with the Company's executive management and key employees, the Chairman of the Board of Directors and other Directors outside the meetings of the Board of Directors.

177 Proxy materials for the Annual General Meeting of Shareholders

5. Remuneration and compensations 5.1 The Company undertakes to pay in full and in timely manner remunerations and compensations for execution of your duties as a member of the Board of Directors of the Company pursuant to regulatory legal acts of the Russian Federation, Regulations on Payment of Remunerations and Compensations to the Members and/or resolutions of the General Meeting of Shareholders. 6. Confidentiality 6.1 You agree neither to disclose information subject to the requirement of confidentiality provision, which became known to you in connection with execution of your duties as a member of the Board of Directors of the Company, to the parties who have no access to such information, nor to use it in your own interests or the interests of third parties. 6.2 You recognize the need to keep confidential information about the Company under conditions ensuring its security and excluding unauthorized access thereto. 6.3 You assume the obligation not to disclose the terms of this Notice, except as provided by the legislation of the Russian Federation. 7. Liability of the parties 7.1 You shall be held liable subject to procedure stipulated by the applicable law to the Company or its shareholders for losses caused by your wrongful acts (or omission) unless other grounds of liability are established by federal laws. 7.2 With that, as a member of the Board of Directors, you shall not be held liable if you either voted against the decision that caused damages or did not participate in the voting. 7.3 You shall be held liable for misuse of insider information and may be subject to administrative, criminal or civil liability under legislation of the Russian Federation. 7.4 Should you commit unauthorized dissemination, transactions or other misuse of insider information, you shall be held liable for your wrongful acts and omissions pursuant to the laws of the Russian Federation. 7.5 The Company and/or the parties who incurred losses due to misuse of insider information may demand compensation for damages from those responsible for misuse and/or dissemination of insider information. 8. Assessment of performance of the Board of Directors 8.1 The Board of Directors carries out an annual self-assessment pursuant to the approved Assessment Methodology for the Board of Directors performance in the form of self- assessment. 8.2 Once in three years, the Company involves an outside consultant to carry out an independent assessment of performance of the Board of Directors. 9. Introductory orientation program 9.1 If you are elected to the Company's Board of Directors for the first time, you will be provided with an opportunity to undergo an introductory orientation program for new members of the Company's Board of Directors within one month from the date of your election. 10. Education and Development Program 10.1 The Company arranges educational activities in accordance with the Education and Development Program for the members of the Board of Directors. Specific training tools

178 Proxy materials for the Annual General Meeting of Shareholders

for members of the Board of Directors may include participation in special training sessions, conferences, round tables, forums, studying selected professional literature etc. 11. Directors' liability insurance 11.1 The Company insures liability of the members of the Board of Directors and officials of the Company on annual basis, and intends to ensure availability of such insurance for entire duration of your activities as a member of its Board of Directors. 12. Personal data change 12.1 In case of changes of address and other personal data, you shall report such changes to the Secretary of the Board of Directors within a reasonable time. 13. Governing Law 13.1 Your relations with the Company in the framework of activities in the capacity of the member of the Company's Board of Directors shall be governed by and interpreted in accordance with legislation of the Russian Federation. 13.2 Unilateral amendments of provisions set forth in this Notice are inacceptable. Amendments of provisions of this Notice shall be documented in writing and signed by both Parties. Please affix your signature in the review confirmation box upon review of this Notice and return one (1) copy of the signed Notice to the Secretary of the Board of Directors to the address: 27 Bolshaya Pirogovskaya str., Moscow, 119435

This Notice is not an offer and has been provided to inform you about rights, obligations and responsibility of a member of the Board of Directors of the JSC "Inter RAO" and the Company enshrined in the legislation of the Russian Federation, Charter and internal documents of the Company.

Yours faithfully [Full name] Chairman of the Management Board of JSC “INTER RAO UES”

______(signature)

[date of signing]

I have read and agree with the text of this Notice. I confirm receipt of one (1) copy of this Notice.

______(signature)

[Full name] [date of signing]

179 Proxy materials for the Annual General Meeting of Shareholders

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"

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

Taking into consideration the fact that all members of the Board of Directors are recognized as parties interested in the Directors and Officers Liability Insurance Policy, in accordance with Clause 1 of Article 77 and Clause 3 of Article 83 of the Federal Law On Joint Stock Companies, the said Liability Insurance Policy is to be approved, and its price is to be defined by the Annual General Meeting of Shareholders. Pursuant to Clause 3 of Article 49 of the Law On Joint Stock Companies, the decision of the Shareholders’ General Meeting regarding the approval of interested party transactions may be passed only by proposal of the Board of Directors. Pursuant to Clause 3 of Article 49 of the Law On Joint Stock Companies, the decision of the General Meeting of Shareholders on approval of related party transactions may be adopted only by proposal of the Board of Directors. The Board of Directors on May 16, 2013 (Minutes # 92) recommended to the Annual General Meeting of Shareholders toadopr a decision decide on the issue of 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" and approval of the said Policy as a related party transaction. Directors and Officers Liability Insurance Policy was concluded with JSC “SOGAZ”in the year 2012 until July 14, 2013. In connection with expiry of the previously concluded Insurance Policy in July 2013, it is necessary to conclude the same for a new term. Moreover, in accordance with the request of the President of the Russian Federation No. Pr-2206 dated August 03, 2011, liability of the members of the Board of Directors shall be insured. According to the draft of the Directors and Officers Liability Insurance Policy between JSC “INTER RAO UES” (the Insurant) and JSC “SOGAZ” (the Insurer), the insured legal entities include JSC “INTER RAO UES”, former Russian subsidiaries of JSC “INTER RAO UES” (only with respect to wrongful acts performed within the time period, when such companies were subsidiaries of JSC “INTER RAO UES”, current Russian subsidiaries of JSC “INTER RAO UES”, and some future Russian subsidiaries of JSC “INTER RAO UES” (for the purposes of this Agreement, Russian subsidiaries of JSC “INTER RAO UES” are deemed to be, in particular, Russian companies, where at least 50 % of the authorized capital is directly or indirectly possessed/controlled by JSC “INTER RAO UES”), as well as the following foreign companies: INTER RAO Holding B.V., INTER RAO Management B.V., Gardabani Holdings B.V., Silk Road Holdings B.V., INTER RAO Trust B.V., Asia Energy B.V., RAO Intertech B.V., RUS GAS Turbines Holdings B.V., Inter RAO Europe B.V., INTER RAO Finance B.V., INTER RAO Credit B.V., Orange Wings Ltd. 180 Proxy materials for the Annual General Meeting of Shareholders

Members of the Board of Directors, Members of the Management Board, Sole Executive Body, Chief Accountant, and some other officers and employees of the said Companies are the insured parties under the said agreement as well. As compared to the Policy executed in 2012, the new Directors and Officers Liability Insurance Policy stipulates the extension of insurance coverage in the part of debt securities issue within the limits of the planned programs. Insurance premium reduced by 5 % as compared to the agreement for 2012-2013. Other material insurance conditions remained unchanged. The Policy shall be signed after the completion of all necessary tendering (procurement) procedures in July 2013.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: Concerning item 11.:

Determine 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" in the amount of the insurance premium: maximum three hundred and thirty-three thousand four hundred and fifty (335,450) USD. Concerning item 12.1: Approve the Directors and Officers Liability Insurance Policy entered into by JSC “INTER RAO UES” and JSC “SOGAZ” as a related party transaction made upon the following material conditions: 12.1.1. Parties to the Agreement: Insurant – JSC “INTER RAO UES” Insurer – JSC “SOGAZ” 12.1.2. Parties insured under the Agreement: Insured legal entities (include JSC “INTER RAO UES”, former Russian subsidiaries of JSC “INTER RAO UES” (only with respect to wrongful acts performed within the time period, when such companies were subsidiaries of JSC “INTER RAO UES”), current Russian subsidiaries of JSC “INTER RAO UES”, and some future Russian subsidiaries of JSC “INTER RAO UES” (for the purposes of this Agreement, Russian subsidiaries of JSC “INTER RAO UES” are deemed to be, in particular, Russian companies, where at least 50 % of the authorized capital is directly or indirectly possessed/controlled by JSC “INTER RAO UES”), as well as the following foreign companies: INTER RAO Holding B.V., INTER RAO Management B.V., Gardabani Holdings B.V., Silk Road Holdings B.V., INTER RAO Trust B.V., Asia Energy B.V., RAO Intertech B.V., RUS GAS Turbines Holdings B.V., Inter RAO Europe B.V., INTER RAO Finance B.V., INTER RAO Credit B.V., OrangeWings Ltd. An insured individual (the Insured Individual) means any person who has ever been, is or will be a member of the board of directors of any Insured Company; any person who has ever held, holds or will hold a post/position in any Insured Company, or who has ever performed, performs or will perform the functions/duties of a single executive body, deputy single executive body, a member of a collegial executive body

181 Proxy materials for the Annual General Meeting of Shareholders

(management board, directorate, etc.), chief accountant, head of a legal service (chief legal adviser, head of the legal unit, department, directorate, etc.), risk manager (head of the risk management unit, department, directorate, etc.), corporate secretary, secretary of the board of directors; any person who has ever had, has or will have the right to sign documents and/or give any representations and/or make any statements (provide comments) on behalf of any Insured Company; has ever been, is or will be a director of a separate company, shadow director, a member of a committee established according to a decision of, or approved by, the board of directors of any Insured Company; any person named as an expected member of the board of directors or officer in any documents related to emission, securities offering, listing, brochures or reports of any of the Insured Companies. The insured Companies and Insured Individuals shall be jointly referred to as the Insurants. 12.1.3. Beneficiaries under the Agreement: the Insurants and any third parties that may suffer damages/losses through the fault of the Insurants. 12.1.4. Price of the Agreement (amount of the insurance premium): maximum three hundred and thirty-three thousand four hundred and fifty (335,450) USD. 12.1.5. Subject matter of the Agreement: Subject to all the provisions of the Agreement, the Insurer shall, upon the occurrence of any of the insured events specified in the Agreement, pay an insurance indemnity under the Agreement (as appropriate) to the respective Insurant and/or to any other person entitled to such indemnity. 12.1.6. Types of insurance coverage under the Agreement: Insurance Coverage A – covers the Insured Individuals’ liability for the actions/omission committed by them while holding the posts/positions in the Insured Companies and/or in separate companies, as well as the costs and expenses incurred by Insured Individuals in connection with their being brought to such liability. Insurance Coverage B – covers the Insured Companies’ expenses and costs incurred in connection with the Insured Companies’ indemnifying the Insured Individuals for the amounts of their liability for the actions/omission committed by them while holding the posts/positions in the Insured Companies and/or in separate companies, as well as the costs and expenses incurred by the Insured Individuals in connection with their being brought to such liability. Insurance Coverage C – covers the Insured Companies’ liability for actions/omission manifesting themselves in violating the laws regulating the relations in respect of acquisition, sell, placement, offer to purchase or sell the securities of such Insured Companies, as well as the costs and expenses incurred by the Insured Companies in connection with their being brought to such liability. 12.1.7. Exclusions from the insurance coverage under the Agreement: The Agreement does not cover: - the tax amounts payable to the respective Insurants;

182 Proxy materials for the Annual General Meeting of Shareholders

- administrative proceedings, legal proceedings and investigations initiated/held by the regulating authorities with respect to Insured Companies due to the violation of securities laws; and - claims connected with: (a) receipt by the respective Insurant of any income or financial benefit, to which such Insurant was not legally entitled, (b) commitment by the respective Insurant of any willful criminal offense or any deliberate fraudulent action, (c) previous claims or circumstances, (d) pollution of the environment, (e) bodily injury and property damage, (f) pension and social programs, (g) American claims raised by one Insurant against another one, or (h) public placement (public offering) of securities of an Insured Company, certifying the participation in the authorized capital of such Insured Company, that takes place during the insurance period. 12.1.8. Insurance period: From July 15, 2013, to July 14, 2014 (inclusive for both dates). 12.1.9. Discovery period: - 60 days automatically without payment of an additional insurance premium; - 1 year on condition of paying an additional insurance premium of 75 % of the full annual insurance premium under the Agreement; - 3 years on condition of paying an additional insurance premium of 175 % of the full annual insurance premium under the Agreement. 12.1.10. Franchises under the Agreement: For the Insured Individuals – a maximum of fifty thousand (50,000) USD; For the Insured Companies – a maximum of one hundred and fifty thousand (150,000) USD. 12.1.11. Insured amount under the Agreement: The total insured amount for all the Insurants is two hundred million (200,000,000) USD. An additional insured amount for each independent director is one million (1,000,000) USD, provided that the additional insured amount for all the independent directors will not in the aggregate exceed five million (5,000,000) USD. Administrative and criminal fines imposed on the respective Insurant (to the extent their insurance is provided for by the applicable law) are insured for up to five million (5,000,000) USD. 12.1.12. Insurance objects under the Agreement: As it pertains to the Insurants’ liability insurance – the Insurants’ property interests related to their obligation to reimburse the other persons for the damages incurred.

183 Proxy materials for the Annual General Meeting of Shareholders

As it pertains to the insurance of the Insurants’ costs and expenses – the Insurants’ property interests related to the incurrence of and/or necessity to incur any costs and expenses. As it pertains to the insurance of the Insured Companies’ costs and expenses within the limits of Insurance Coverage B – the Insured Companies’ property interests related to reimbursement by the Insurance Companies of the amounts of the Insured Individuals’ liability for the actions/omission committed by them while holding the posts/positions in the Insured Companies and/or in separate companies, as well as the costs and expenses incurred by the Insured Individuals in connection with their being brought to such liability. 12.1.13. Insured events under the Agreement: As it pertains to the insurance of the Insurants’ liability – the occurrence of all of the following circumstances: (a) incurrence by the Insurant of an obligation to reimburse any damages incurred by other persons in relation to any action or omission of the Insurant included in the coverage; and (b) any claim raised against the Insurant for the damages incurred by other persons specified in Clause (a) above. As it pertains to the insurance of the Insurants’ costs and expenses – any claim raised against the Insurant that may entail costs and expenses for such Insurant or necessity to incur the said costs and expenses in connection with such claim. As it pertains to the insurance of the Insured Companies’ costs and expenses within the limits of Insurance Coverage B – incurrence by the Insured Company of costs and expenses related to reimbursements. 12.1.14. The Agreement shall enter into force upon its signing and be valid until the insurance expiry, and in case there is a discovery period – until expiry of the applicable discovery period.

184 Proxy materials for the Annual General Meeting of Shareholders

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”

In the ordinary course of business, considering the specifics of payment procedures applied in the New Wholesale Electric Energy/Power Market, as well as necessity to ensure the performance of approved investment program for the Russian energy assets and realization of strategic expansion of the company in the western markets, carrying out export supplies of the Russian power equipment, the Company needs a wide range of banking products and services, including but not limited to: - availability of a free source of debt financing; - issue of bank guarantees and letters of credit; - opening of accounts and signing e-banking service contracts; - operations with derivatives; - consulting and investment banking services, etc. The leading Russian banks, such as GPB (JSC), JSB RUSSIA (JSC) and Vnesheconombank, as well as their subsidiaries, offer competitive prices and are capable to provide the required services to the company.

Pursuant to Article 81 of the Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are interested party transactions on the following grounds: - Transactions with GPB (JSC), and JSB RUSSIA (JSC) – based on the fact that the Member of the Board of Directors of JSC “INTER RAO UES” K.G. Seleznev is also the member of the Board of Directors in the said banks. - Transactions with Vnesheconombank – based on the fact that the Member of the Board of Directors of JSC “INTER RAO UES” V.A. Dmitriev is also the President of Vnesheconombank.

Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. In accordance with Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves a related party transaction, the cost of such transaction shall be subject to approval by the Board of Directors.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.2. Approve 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” as follows (for each transaction made by each Counterparty, without limitation of general number of transactions to be

185 Proxy materials for the Annual General Meeting of Shareholders

made with one or several/all counterparties, provided that the total amount of prices (monetary values) of the property or liabilities relating to all transactions being executed at the certain moment and combined below on the basis of the type of transaction in a separate clause and concluded with any of the counterparties do not exceed the values specified in the corresponding paragraph):

12.2.1. Transactions on the issue of letters of credit (including those for which no coverage is provided) for the amount of up to ten billion (10,000,000,000) rubles or equivalent USD or EUR amount; the commission fee paid in rubles/USD/EUR at a maximum rate of 2 % per annum.

12.2.2. Transactions pursuant to which JSC "INTER RAO UES" receives services from the counterparty of establishment of electronic communication systems and electronic settlement systems, including those allowing acceptance from or passing to the Counterparties electronic payment documents for the performance of banking account debit operations, obtaining electronic account statements, other electronic circulation of documents – the remuneration shall be paid according to the tariffs of the respective Counterparty effective as of the day of service provision; the term of rendering services shall be not more than 10 years. 12.2.3. Transactions concerning the placement of deposits and investments (including those with conversion) by the Company, for the maximum amount of twenty billion (20,000,000,000) rubles or the equivalent USD/EUR amount, for not more than 10 years, with the payment of interest calculated at the minimum rate of 0.1 % per annum (to be paid in the appropriate currency). 12.2.4. Transactions concerning the opening of the Company’s account(s) and performance of operations thereon — according to the tariffs of the respective Counterparty, effective as of the date of performance of such operations on the said accounts; those concerning the Counterparties' entitlement to write off monetary funds from the Company’s accounts opened by Counterparties without any acceptance, as well as to maintain the minimum balance of the Company’s accounts opened by Counterparties, which balance shall not exceed twenty billion (20,000,000,000) rubles or equivalent USD/EUR amount (the respective Counterparty shall pay interest in appropriate currency at the minimum rate of 0.1 % per annum); the term shall be not more than 10 years. 12.2.5. Transactions concerning the issue of bank guarantees, in unlimited number, destined to ensure fulfillment of liabilities of JSC “INTER RAO UES” to the third parties, for the maximum total amount of forty billion (40,000,000,000) rubles or an equivalent USD/EUR amount, with the payment of the commission fee for the issue of bank guarantees at the maximum rate of 3.5 % per annum (in rubles, USD, or EUR) of the amount of the issued bank guarantee; the term of each bank guarantee shall be not more than 10 years. 12.2.6. Transactions relating to purchase and sale of the foreign currency in the total maximum amount of ten billion (10,000,000,000) rubles or an equivalent

186 Proxy materials for the Annual General Meeting of Shareholders

USD/EUR amount, provided that the rate established for the sale of the foreign currency by the Company is not lower than that established by the Bank of Russia as of the date of transaction, and the rate established for the purchase of currency by the Company is not higher than that established by the Bank of Russia as of the date of transaction and multiplied by 1.1. 12.2.7. Transactions with the foreign exchange derivatives (including the currency swap), with the total amount of the basic asset equaling ten billion (10,000,000,000) rubles or its foreign currency equivalent calculated using the rate that is not lower than the rate of the Bank of Russia as of the date of transaction (in case of foreign currency purchase). 12.2.8. Interest swap transactions, for which the Counterparty periodically makes payments to JSC “INTER RAO UES” based on the MOSPRIME/ LIBOR/ EURIBOR rate, and JSC “INTER RAO UES” periodically makes payments to the Counterparty based on the rate not exceeding 10 % per annum (for RUB interest swaps) and 5 % per annum (for USD/EUR interest swaps), with the ultimate total amount of the basic asset equaling 10 billion (10,000,000,000) rubles or equivalent USD/EUR amount, made for the period not exceeding ten (10) years.

187 Proxy materials for the Annual General Meeting of Shareholders

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”, 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).

On March 28, 2011, the second-tier subsidiary (sub-subsidiary) INTER RAO Credit B.V. was established and registered in the Netherlands.

The main activity of INTER RAO Credit B.V. is the performance of centralized external borrowings of the Group of JSC “INTER RAO UES”, as well as intra-group loan and debt operations in order to delimit the flows of external borrowings and intragroup operations.

188 Proxy materials for the Annual General Meeting of Shareholders

Obligations of INTER RAO Credit to the creditors are secured by the guarantee of JSC “INTER RAO UES”.

The proposed scheme allows reduction of the cost of debt for the whole Group and each single first-/second-tier subsidiary due to expansion of borrowings and the use of credit potential and credit capacity of the whole Group (not of an individual first- or second-tier subsidiary), and substantial decrease of the Group’s cross default risks.

This scheme shall allow refinancing (if necessary) the loan portfolio of JSC “INTER RAO UES” in the amount of 7.4 billion rubles, financing (if necessary) the current activities in the amount of up to 17.6 billion rubles, as well as financing current and investment activities of JSC “INTER RAO UES” Group in the total amount of up to 60 billion rubles (or up to 85 billion rubles, if there is no need for loan between JSC “INTER RAO UES” and INTER RAO Credit B.V.) from the leverage of INTER RAO Credit B.V. in the leading Russian and foreign banks on the most profitable credit conditions.

The banks listed as potential counterparties to transactions are chosen based on their experience of work with JSC “INTER RAO UES” Group and other power industry entities, as well as on existence of confidentiality agreements concluded with JSC “INTER RAO UES” and/or INTER RAO Credit B.V.

The bank’s final choice shall be made with the use of tendering procedures, namely: INTER RAO Credit B.V. shall send request offers to the potential lending banks and consolidate the indicative offers received from them. Following the results of comparative analysis of the price offers of INTER RAO Credit B.V., as agreed upon with the Corporate Finance Department, it shall choose the bank that has offered the most profitable financing terms. Due to the changes in the tax legislation (with respect to transfer pricing) effective from January 01, 2012, it is planned to provide intragroup guarantees on a paid basis. Due to the suretyship granted to it, the borrowing company obtains economic benefit in the form of interest saving, and the surety company assumes commercial risks connected with the necessity to maintain the loan in case of failure to perform or undue performance of the borrower’s obligations. The amount paid for the provision of guarantee for the first-/second-tier subsidiary shall be determined based on the following documents approved by JSC “INTER RAO UES” in 2012: Methods Ensuring the Compliance of Prices Established for the Debt Financing Transactions and Provision of Guarantees/Sureties with the Market Level for the Tax Purposes, as well as Methods of Assessment of Financial State of the First-/Second-Tier Subsidiaries and the Whole Group Depending on the Level of Interior Credit Ratings of First- /Second-Tier Subsidiaries. Pursuant to Article 81 of the Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions proposed for consideration are related party transactions on the ground that D.N. Palunin and V.V. Murgulets, the members of the Management Board of JSC “INTER RAO UES”, hold positions in the corporate bodies of INTER RAO Credit B.V., which is a party or beneficiary under the transactions concerned.

189 Proxy materials for the Annual General Meeting of Shareholders

Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve the said transactions have been provided by the Board of Directors on May 16, 2013 at the meeting held in person (Minutes #29), also the price was determined (monetary value) of services and obligations under the agreement. Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.3. Approve the following contracts as a related (a set of interrelated) party transactions: 12.3.1.1. Guarantee agreement(s) made by JSC “INTER RAO UES”, on the one part, 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”, 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, on the other part (which are jointly referred to as the Banks, and individually — as the Bank), representing interested party transaction(s) performed in the ordinary course of business of JSC "INTER RAO UES" and made with each of the Banks on the following material terms (the terms shall be approved for each single contract, without limitation of their general number, provided that the Company’s obligations under all suretyship contracts approved by this clause and effective as of the same moment shall not go beyond the below listed limits): 12.3.1.1. Parties to the Guarantee agreement (s): JSC “INTER RAO UES” (the Guarantor); The Bank (the Creditor); 12.3.1.2. Subject matter of the Guarantee agreement (s): The Surety shall bear shared responsibility (shall be responsible) to the Creditor for the performance by

190 Proxy materials for the Annual General Meeting of Shareholders

INTER RAO Credit B.V. (the Beneficiary or the Debtor) of obligations to the Creditor connected with repayment of principal debt, interest, forfeit, fees, and any other charges stipulated by the credit agreement concluded between the Creditor and the Debtor. 12.3.1.3. The essence of obligations secured by the Guarantee: The Creditors’ provision of monetary funds to the Debtor for the purpose of financing of ordinary business activities, except for financing of purchase of the main power generating equipment as part of of investment projects of JSC “INTER RAO UES” Group, on the security of export credit agency (agencies) for the amount of the principal debt, not exceeding eighty-five billion (85,000,000,000) rubles or the equivalent USD/EUR amount, for the crediting period not exceeding seven (7) years from the date of credit agreements, with the payment of interest at the following rate: for a ruble credit – at the rate not exceeding the refinancing rate of the Central Bank of the Russian Federation effective as of the date of the credit agreement plus four and a half percent (4.5 %) per annum; for a dollar or euro credit – at the rate not exceeding eight (8) percent per annum or calculated based on the rate not exceeding the LIBOR/ EURIBOR rate plus six (6) percent per annum, credit activation fee not exceeding two (2) percent of the credit amount, the sum of all fees and other expenses relating to organization and maintenance of credit agreements, as well as forfeit (penalty) charged in connection with the Debtor’s failure to perform its payment obligations under the credit agreements; 12.3.1.4. The term of the Guarantee agreement (s): up to three (3) years from the closing date of the period provided for performance of the obligation secured by the Guarantee. 12.3.2. Contract(s) on provision of guarantee for the obligations of INTER RAO Credit B.V. under the credit agreement(s) as a related party transaction (a set of interrelated interested party transactions) on the following material terms (for each single contract): 12.3.2.2. Parties to the Contract(s): INTER RAO Credit B.V. – the Debtor JSC “INTER RAO UES” 12.3.2.2. Subject matter of the contract(s): For the consideration paid by the Debtor, JSC “INTER RAO UES” shall grant the guarantee for the performance by the Debtor of its obligations under the credit agreement(s) concluded by and between the Debtor 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”, 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

191 Proxy materials for the Annual General Meeting of Shareholders

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 recognized affiliated to the above listed organizations in accordance with the laws of the countries of registration of the said organizations (each of those parties is hereinafter referred to as the Creditor), provided that the total amount of one or all contracts with one or several banks shall not exceed eighty-five billion (85,000,000,000.00) Russian rubles or equivalent amount in USD or euro, for the crediting period of 7 years, and the amount of interest shall not exceed: for the Russian ruble credit contracts — the refinancing rate of the Central Bank of the Russian Federation plus four and a half percent (4.5 %) per annum, for the dollar and euro credits — eight (8) percent per annum or floating percent rate that is limited by the LIBOR/ EURIBOR rate plus six (6) percent per annum for the dollar/euro credit contracts and the credit activation fee in the amount not exceeding two (2) percent of the credit limit for each credit agreement, the sum of all fees and other expenses relating to organization and maintenance of credit agreement(s), as well as forfeit (penalty) charged in connection with the Debtor’s failure to perform its payment obligations under the credit agreement(s). 12.3.2.3. The term for which the guarantee is provided: up to three (3) years from the closing date of the period provided for the performance of the obligation secured by the guarantee. 12.32.4. The compensation paid by the Debtor to the Guarantor for the provision of guarantee shall not exceed 0.2 % per annum of the amount of obligation secured by the suretyship (inclusive of VAT 18 %) (except for the forfeit (penalty) charged in connection with the Debtor’s failure to perform its payment obligations under the credit agreement(s)).

192 Proxy materials for the Annual General Meeting of Shareholders

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.

In the event of a need to refinance credit and loan portfolio JSC "INTER RAO UES" in the amount of 12.5 billion rubles and finance current operations from the one hand, and in the event of an emergency situation in which subsidiaries and affiliates of the Company will be unable for any reason ensure the return of funds received from INTER RAO Credit B.V. in time on the other hand, it is proposed to recommend to the Annual General Meeting of Shareholders to approve the loan agreements between JSC "INTER RAO UES" and INTER RAO Credit B.V. Pursuant to Article 81 of the Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are related party transactions on the ground that the members of the Management Board of JSC “INTER RAO UES”: D.N. Palunin and V.V. Murgulets hold positions in the corporate bodies of INTER RAO Credit B.V., which is a party to the transactions concerned. Pursuant to Clause 3 of Article 49 of the Federal Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve these transactions have been provided by the Board of Directors on May 16, 2013 (Minutes # 29), and the price was determined (monetary value) of money for these purchases. Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.4. Approve 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 to be executed under the following material terms: 12.4.1. Parties to the Agreement(s): JSC “INTER RAO UES” – the Lender or the Borrower; INTER RAO Credit B.V. – the Borrower or the Lender. 12.4.2. Subject matter of the Agreement(s): The Lender shall pass to the Borrower monetary funds, in the maximum amount of twenty-five billion (25,000,000,000) rubles or equivalent amount in dollars or euro, and the Borrower undertakes to repay the same amount within the time limits stipulated in the Agreement(s) and pay the interest in the amount stipulated by the Agreement(s), the loan activation fee, other fees and expenses relating to organization and maintenance of Agreement(s), as well as forfeit (penalty) charged in connection with the Borrower’s failure to perform all its payment obligations under the Agreement(s). The Borrower shall obtain the funds, transferred to it under the Agreement(s), in the form of advance payments made based on the Borrower’s written requests. The total principal amount of debt under the Agreements, for which JSC “INTER RAO UES” is a Lender, and INTER RAO Credit B.V. is a

193 Proxy materials for the Annual General Meeting of Shareholders

Borrower, shall not, together with the total principal debt under the Agreements, where INTER RAO Credit B.V. is a Lender, and JSC “INTER RAO UES” is a Borrower, exceed twenty-five billion (25,000,000,000) Russian rubles or the equivalent amount in USD or euro. 12.4.3. Agreement price: - For loan agreements made in Russian rubles – floating interest rate not exceeding the refinancing rate of the Central Bank of the Russian Federation plus four point seven five percent (4.75 %) per annum. - For loan agreements made in USD and EUR – no more than eight point two five percent (8.25 %) per annum or floating interest rate not exceeding the LIBOR/EURIBOR rate plus six point two five percent (6.25 %) per annum. - Loan activation fee not exceeding two point one two five percent (2.125 %) of the credit limit. - Total amount of all fees and other expenses relating to organization and maintenance of the loan agreement(s). 12.4.4. The term of the Agreement(s): up to 7 years from the date of signature.

194 Proxy materials for the Annual General Meeting of Shareholders

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 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 Proxy materials for the Annual General Meeting of Shareholders

Due to the necessity to raise the debt capital for the financing of current and future investment program of INTER RAO UES Group, the funds are being raised for the purchase of basic power equipment as part of major investment projects of the Group, such as the construction of the unit No. 2 at Yuzhnouralskaya GRES-2, ССPP-800 MW power unit No. 4 at Perm GRES, ССPP-420 MW power unit at Verkhnetagilskaya GRES, etc., on the security of export credit agencies, which allows reduction of the debt service cost indicatively by 2-3 % of the cost of the credit in currency. Thus, provision of the guarantee (guarantees) by JSC “INTER RAO UES” is necessary, inter alia, in order to ensure the fulfillment of all payment obligations of INTER RAO Credit B.V. relating to potentially possible external borrowings raised to finance the purchase of the basic power equipment as part of investment projects of INTER RAO UES Group on the security of a credit export agency in the maximum amount of 30 billion rubles, established within the limit of intermediate term financing of INTER RAO UES Group. Due to the changes in the tax legislation (with respect to transfer pricing) effective from January 01, 2012, it is planned to provide intragroup guarantee on a paid basis. Due to the guarantee granted to it, the borrowing company obtains economic benefit in the form of interest saving, and the surety company assumes commercial risks connected with the necessity to maintain the loan in case of failure to perform or undue performance of the borrower’s obligations. The amount paid for the provision of suretyship for the first-/second- tier subsidiary shall be determined based on the following documents approved by JSC “INTER RAO UES” in 2012: Methods Ensuring the Compliance of Prices Established for the Debt Financing Transactions and Provision of Guarantees/Suretyship with the Market Level for the Tax Purposes, as well as Methods of Assessment of Financial State of the First-/Second- Tier Subsidiaries and the Whole Group Depending on the Level of Interior Credit Ratings of First- /Second- Tier Subsidiaries. Pursuant to Article 81 of the Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are interested party transactions on the ground that D.N. Palunin and V.V. Murgulets, the members of the Management Board of JSC “INTER RAO UES”, hold positions in the governing bodies of INTER RAO Credit B.V., which is a party or beneficiary under the transactions concerned. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of interested party transactions shall be adopted only at the suggestion of the Board of Directors. Pursuant to Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves an interested party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve these transactions have been provided by the Board of Directors on May 16, 2013 (Minutes # 29), and the price was determined (monetary value) of money for these purchases. Annual General Meeting of Shareholders is proposed to adopt the following resolution:

12.5. Approve the following agreements as a related party transaction(s) to be executed under the following material terms:

196 Proxy materials for the Annual General Meeting of Shareholders

12.5.1. Guarantee agreement(s) concluded by JSC “INTER RAO UES”, and/or 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 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 (jointly referred to as the Banks and separately as the Bank), as well as the legal entities affiliated to the above organizations, and/or issue of the guarantee(s) of JSC “INTER RAO UES” in the name of the said organizations in order to secure the fulfillment of all payment obligations of INTER RAO Credit B.V. under the credit agreements 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 an export credit agency, made by INTER RAO Credit B.V. and one of the Banks, as an interested party transaction(s) under the following material conditions (for each agreement) 12.5.1.1. Parties: JSC “INTER RAO UES” – the Surety (the Guarantor); the Bank – the Creditor; the Beneficiary under the agreement(s) – INTER RAO Credit B.V.; 12.5.1.2. Subject: the Guarantor bears joint responsibility (is responsible) to the Creditor for the fulfillment by INTER RAO Credit B.V. (hereinafter – the Debtor) of the Debtor's obligations to the Creditor connected with the recovery of the principal debt, interest, forfeit, fees, and any other expenses stipulated by the credit agreement between the Creditor and the Debtor, in the maximum amount of thirty billion (30,000,000,000) Russian rubles or equivalent amount in US dollars or euro, with observance of the following conditions: • Crediting period: No more than twenty (20) years from the signature date of credit agreements; • Interest rate: For a RUB credit – no more than ten (10) percent per annum; for a USD/EUR credit – no more than the LIBOR/EURIBOR rate plus one and a half percent (1.5 %) per annum;

197 Proxy materials for the Annual General Meeting of Shareholders

• Credit activation fee: No more than two (2) percent of the credit amount plus the forfeit (penalty) charged due to the failure of the Debtor to perform its payment obligations under the credit agreements; 12.5.1.3. The term of the suretyship contract(s) / guarantee(s): up to three (3) years from the closing date of the period provided for performance of the obligation secured by the suretyship / guarantee. 12.5.2. Contract(s) on provision of suretyship for the obligations of INTER RAO Credit B.V. relating to the potentially possible external borrowings raised in order to finance the purchase of basic power equipment as part of investment projects of INTER RAO UES Group on the security of a credit export agency, as an interested party transaction (a set of interrelated transactions) under the following material conditions (for each contract): 12.5.2.1. Parties to the Contract(s): INTER RAO Credit B.V. – the Debtor JSC “INTER RAO UES” – the Guarantor 12.5.2.2. Subject matter of the contract(s): For the remuneration paid by the Debtor, the Guarantor undertakes to provide a suretyship for the fulfillment of the Debtor’s obligations relating to the potentially possible external borrowings aimed at financing the purchase of basic power equipment as part of investment projects of INTER RAO UES GROUP on the security of credit export agency made by the Debtor 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 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 legal entities affiliated to the above organizations (each of them is hereinafter referred to as the Creditor), for the maximum total amount of thirty billion (30,000,000,000) Russian rubles or equivalent amount in USD or EUR, for the crediting

198 Proxy materials for the Annual General Meeting of Shareholders

period not exceeding 20 years and the amount of interest not exceeding ten percent (10 %) per annum for RUB credits and not exceeding the LIBOR/EURIBOR rate, one and a half percent (1.5 %) per annum, and credit activation fee, that is no more than two percent (2 %) of the credit amount summed up with the forfeit (penalty) charged due to the debtor's failure to perform its failure obligations under the credit agreements, for the credits in USD or EUR; 12.5.2.3. The term, for which the suretyship is provided: up to three (3) years from the closing date of the period provided for the performance of the obligation secured by the suretyship. 12.5.2.4. The compensation paid by the Debtor to the Guarantor for the provision of suretyship shall not exceed 0.2 % per annum of the amount of obligation secured by the suretyship (inclusive of VAT 18 %) (except for the forfeit (penalty) charged in connection with the Debtor’s failure to perform its payment obligations under the credit agreement(s)).

199 Proxy materials for the Annual General Meeting of Shareholders

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).

The suretyship contract(s) submitted for approval are purposed to secure the obligations of LLC “INTER RAO Finance” arising in connection with the issue of bonds by LLC “INTER RAO Finance”. The structure of the bond issue transaction, with the parameters offered by the Issuer LLC “INTER RAO UES FINANCE”, requires the participation of the Guarantor, as the Issuer does not have excessive assets, and the bonds, that are not secured by the suretyship of the head company, cannot be successfully placed among the investors. Obligations of LLC “INTER RAO Finance” to the borrowers shall be secured by the suretyship(s) of JSC “INTER RAO UES”, in the amount of the property right of the owners of corporate bonds, representing the right to obtain, within the established time terms, the accrued coupon income, nominal value of the corporate bonds of the series 01, 02, 03, 04, 05, 06, 07, 08, 09, 10, as well as possible penalties and fines arising in the course of servicing the bonds’ issues. The proposed financing scheme allows reduction of the cost of debt for the whole Group and each single first-/second-tier subsidiary by means of extension of raising and use of the credit potential and credit capacity of the whole Group (not of an individual first- or second- tier subsidiary), and substantial decrease of the Group’s cross default risks. Attraction of funds by the floatation of a bond loan, by making an offer to a wide range of investors, ensures obtaining of the best competitive offering at the price of borrowing. Besides, this measure is required to ensure the efficiency and balance of the loan portfolio of INTER RAO UES Group, which is one of the main conditions of sustaining the international credit ratings of INTER RAO UES Group. At present, JSC “INTER RAO UES” has the approved international credit rating of BB+ level according to the global scale and AA(rus) rating according to the national scale (Fitch Ratings Agency); as well as corporate credit rating Ba1 according to the global scale and Aa1.ru according to the national scale (Moody’s). Apart from lowering the cost of debt, the bonded debt allows efficient management of the debt portfolio and regulation of the liquidity of the Issuer, creates competitive advantages for the further crediting; at the same time, a positive debt history reported in the inner market creates the background allowing the performance of international public debt borrowings and subsequent issue of Due to the changes in the tax legislation (with respect to transfer pricing) effective from January 01, 2012, it is planned to provide intragroup suretyship on a paid basis. Due to the suretyship granted to it, the borrowing company obtains economic benefit in the form of interest saving, and the surety company assumes commercial risks connected with the necessity to maintain the loan in case of adverse changes in the borrower’s financial condition. The amount paid for the provision of suretyship for the first-/second- tier subsidiary shall be determined based on the following documents approved by JSC “INTER RAO UES” in

200 Proxy materials for the Annual General Meeting of Shareholders

2012: Methods Ensuring the Compliance of Prices Established for the Debt Financing Transactions and Provision of Guarantees/Suretyship with the Market Level for the Tax Purposes, as well as Methods of Assessment of Financial State of the First-/Second- Tier Subsidiaries and the Whole Group Depending on the Level of Interior Credit Ratings of First- /Second- Tier Subsidiaries. In accordance with the Methods, the internal credit rating of LLC “INTER RAO Finance” in 2013 corresponds to the BB+ level. The rate for a suretyship provided in Russian rubles for more than five (5) years lies within the range from zero point zero two and zero point zero seven percent (0.02—0.07 %) per annum. As the suretyship is approved for up to ten (10) years, the upper limit of the rate is represented by the meaning zero point zero seven percent (0.07 %) per annum. The funds attracted by LLC “INTER RAO Finance” as a result of floatation of a bond loan, in the amount not exceeding forty billion (40,000,000,000) rubles, may be used by LLC “INTER RAO Finance” for granting the loan to JSC “INTER RAO UES”, and in the amount not exceeding sixty billion (60,000,000,000) rubles – for granting loans to other companies of INTER RAO UES Group. Pursuant to Article 81 of the Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are interested party transactions on the ground that the member of the Management Board of JSC “INTER RAO UES”, D.N. Palunin is also the member of the Board of Directors of LLC “INTER RAO Finance”. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of interested party transactions shall be adopted only at the suggestion of the Board of Directors. Pursuant to Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves an interested party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve these transactions have been provided by the Board of Directors on May 16, 2013 (Minutes # 29), and the price was determined (monetary value) of money for these purchases. Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.6. Approve the following agreements as a related party transaction(s) to be executed under the following material terms: 12.6.1. Suretyship contract(s) made by JSC “INTER RAO UES” and the owners of corporate Bonds in order to secure obligations of LLC “INTER RAO Finance” arising in connection with the issue of non-convertible interest-bearing documentary bonds of LLC "INTER RAO Finance", payable to the bearer, of the series 01-10, with obligatory centralized storage, in the amount of sixty million (60,000,000), each having a par value of one thousand (1,000) rubles, the total par value being sixty billion (60,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, under the following main conditions: 12.6.1.1. Parties to the contract – JSC “INTER RAO UES” (the Guarantor), owners of Bonds of LLC “INTER RAO Finance” (the series 01-10) (the Creditor(s)).

201 Proxy materials for the Annual General Meeting of Shareholders

Issuer – LLC “INTER RAO Finance” (the Debtor). 12.6.1.2. The Bonds secured are non-convertible interest bearing documentary bonds of the Issuer, of the series from 1 to 10, payable to the bearer, with obligatory centralized storage in the maximum amount of sixty billion (60,000,000), each having a par value of one thousand (1,000), the total par value being sixty billion (60,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of Bonds (placed by public subscription) of the issue concerned. 12.6.1.3. Subject matter of the contract: JSC “INTER RAO UES” undertakes to bear joint responsibility with the Issuer to the owners of Bonds issued by the Issuer for the Issuer’s failure to perform or undue performance of its obligations relating to the Bonds, including the Issuer’s obligation to pay the Bond owners the total amount of the par value of Bonds at the moment of retirement of Bonds, not exceeding sixty billion (60,000,000,000) rubles and the total coupon income relating to the Bonds specified in the Issue Decision and the Prospectus, but not exceeding nine and a half percent (9.5%) per annum in Russian rubles, as well as obligation of the Issuer to purchase the Bonds in the order stipulated by the Issue Decision and the Prospectus, as well as the interest for the delay repayment of the par value of Bonds at the moment of their retirement, the purchase of Bonds and/or coupon income for the Bonds, other fines stipulated by the laws of the Russian Federation, and reimbursement of possible legal costs. 12.6.1.4. Contractual price shall not exceed sixty billion (60,000,000,000) rubles, summed up with the amount of total coupon income for the Bonds, calculated in the order stipulated by the Issue Decision and the Prospectus, but not exceeding nine and a half percent (9.5 %) per annum in Russian rubles, which is no more than one hundred and seventeen billion (117,000,000,000) rubles. 12.6.1.5. The term of the contract(s): the contract(s) shall enter into force on the date of bond placement and remain in effect one (1) year after the full performance of the Issuer's obligations to the owners of the bonds of 01-10 series. 12.6.2. The contract(s) on provision of suretyship for the obligations of LLC “INTER RAO Finance” arising in connection with the issuance of bonds of LLC “INTER RAO Finance” shall be made on the following material terms: 14.6.2.1. Parties to the Contract(s): JSC “INTER RAO UES” – the Guarantor, LLC “INTER RAO Finance” – the Issuer (the Debtor). 12.6.2.2. Subject matter of the contract(s): In return for the remuneration paid by the Issuer, the Guarantor shall provide the suretyship of the Issuer's performance of the obligations, arising as a result of the issue of Bonds by the Issuer, to the owners of bonds, for the maximum total amount of sixty billion (60,000,000,000) Russian rubles, relating to the payment to the bond owners of the par value of obligations and the amount of the total coupon income for the Obligations, the purchase of the Bonds of the issue concerned by the Issuer in the order stipulated in the Issue Decision and the Prospectus, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the date of placement of Bonds (placed by public subscription) of the issue concerned, as well as the Issuer’s payment of interest for the

202 Proxy materials for the Annual General Meeting of Shareholders

delayed payment of the par value of Bonds at the time of their retirement, purchase of Bonds and/or coupon income for the Bonds, other penalties stipulated by the laws of the Russian Federation, and reimbursement of possible letigation costs. 12.6.2.3. The term, for which the suretyship is provided: From the effective date of obligations, arising in connection with the issue of Bonds by the Issuer, to the owners of the said bonds, until the expiry of one (1) year from the end date of the period established for the performance of the obligation secured by the suretyship. 12.6.2.4. The remuneration paid by the Issuer to the Guarantor for the provision of suretyship shall not exceed zero point zero seven percent (0.07 %) per annum (inclusive of VAT 18 %) of the total par value of Bonds not exceeding sixty billion (60,000,000,000) rubles and the total coupon income for the Bonds stipulated in the Issue Decision and the Prospectus, but in any case not exceeding nine and a half percent (9.5 %) per annum in Russian rubles or not exceeding four hundred and fifty- nine million nine hundred thousand (459,900,000) rubles (inclusive of VAT 18%).

203 Proxy materials for the Annual General Meeting of Shareholders

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).

The funds raised by LLC “INTER RAO Finance” as a result of bond issuance, in the amount not exceeding forty billion (40,000,000,000) rubles, may be used by LLC “INTER RAO Finance” for granting the loan to JSC “INTER RAO UES”, and in the amount not exceeding sixty billion (60,000,000,000) rubles – for granting loans to other companies of INTER RAO UES Group. Pursuant to Article 81 of the Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are interested party transactions on the ground that the member of the Management Board of JSC “INTER RAO UES”, D.N. Palunin is also the member of the Board of Directors of LLC “INTER RAO Finance”. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of interested party transactions shall be adopted only at the suggestion of the Board of Directors. Pursuant to Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves an interested party transaction, the cost of such transaction shall be subject to approval by the Board of Directors.

Recommendations to the Annual General Meeting of Shareholders to approve these transactions have been provided by the Board of Directors on May 16, 2013 (Minutes # 29), and the price was determined (monetary value) of money for these purchases. Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.7. Approve 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) under the following material terms: 12.7.1. Parties to the Agreements: LLC “INTER RAO Finance” – the Lender; JSC “INTER RAO UES” – the Borrower. 14.7.2. Subject matter of the Agreement: The Lender provides the Borrower with the funds in the maximum amount of forty billion (40,000,000,000) rubles, and the Borrower undertakes to return the same amount within the time limits stipulated in the Agreement and pay the interest charged for the loan at the rate that does not exceed the yearly coupon income for the non-convertible interest-bearing documentary bonds to the bearer, placed by LLC “INTER RAO Finance”, of the series from 01 to 10, plus zero point one percent (0.1 %) of the total amount of transaction costs of the Lender, including the fees imposed by the stock exchange, depositary, organizer, legal and financial adviser, and other expenses related to the cost of raising, utilization, and repayment of the funded loan, in the amount not exceeding one point three percent (1.3 %) of the total amount of the loan obtained.

204 Proxy materials for the Annual General Meeting of Shareholders

14.7.3. The maximum contractual price shall equal forty billion (40,000,000,000) rubles and the amount of interest charged for the loan at the rate that does not exceed the yearly coupon income for the non-convertible interest-bearing documentary bonds to the bearer, placed by LLC “INTER RAO Finance”, of the series from 01 to 10, plus zero point one percent (0.1 %), the total amount of transaction costs of the Lender, including the fees imposed by the stock exchange, depositary, organizer, legal and financial adviser, and other expenses related to the cost of raising, utilization, and repayment of the funded loan, in the amount not exceeding one point three percent (1.3 %) of the total amount of the loan obtained. 14.7.4. The term of the Agreement(s): Each agreement enters into force on the date of actual transfer of monetary funds from the Lender to the Borrower and remains in effect for no more than 10 years from the placement of the last bond series.

205 Proxy materials for the Annual General Meeting of Shareholders

12.8. Approval of the electricity purchase and sale transactions between JSC “INTER RAO UES” and AB “INTER RAO Lietuva” as transactions (several inter-related transactions) that might be performed in future in the ordinary course of business of JSC “INTER RAO UES” and that are recognized as related party transactions.

The Group of JSC “INTER RAO UES” includes foreign companies engaged in electricity trading. The location and registration country of one of such companies, namely: AB “INTER RAO Lietuva” is the Republic of Lithuania. AB “INTER RAO Lietuva” is a subsidiary of RAO Nordic Oy (holds 51% of shares), therefore, the electricity purchase and sale transactions between JSC “INTER RAO UES” and AB “INTER RAO Lietuva” are interested party transactions. AB “INTER RAO Lietuva” is a single operator of Russian electricity in the Baltic states, through which JSC “INTER RAO UES” trades electricity in the Baltic region. AB “INTER RAO Lietuva” has a license of an independent supplier, a permit for electricity export/import in the Baltic states. The company performs trading in the electricity markets of the Baltic states, on auctions and under bilateral contracts. Carrying out the supplies through a single operator – AB “INTER RAO Lietuva” – enables JSC “INTER RAO UES” both to optimize its trade operations in the Baltic exchange sector and develop direct trade with the Baltic consumers. Currently, JSC “INTER RAO UES” and AB “INTER RAO Lietuva” have long-term contracts for the supplies of electricity to/from the Baltic states up to 2020, a contract for the supply of electricity from the Baltic states’ energy systems to the UES of Russia in case of an emergency aid, a contract for the supply of electricity from the Russian UES to the Baltic states’ energy systems in case of an emergency aid, as well as contracts for the supply of electricity to secure deviations in case of parallel work of the Russian UES and the energy systems of the Baltic states. On the Baltic market, AB “INTER RAO Lietuva” is positioned as a serious, stable and experienced player having trade relations and a contract base with independent suppliers and consumers of electricity in Latvia, Lithuania, and Estonia. Joint actions of JSC “INTER RAO UES” and AB “INTER RAO Lietuva” enable a prompt response to the unstable situation on the wholesale electricity and capacity market and to the actions of third parties (Belarus and Ukraine). Due to the developed trade relations with the leading Latvian, Lithuanian, Estonian and Belorussian companies existing in early 2010, a unique electricity trade portfolio has been created in the region. In this regard, in order to preserve and develop foreign trade relations with the said subsidiary in 2014 JSC “INTER RAO UES” intends to prolong the existing contracts, subject to the possibility of making new ones, and to supply electricity in the approximate amount of up to 6.5 billion kW/h. Performance of obligations of JSC “INTER RAO UES” under such contracts is guaranteed by its status of an entity of the wholesale electricity (capacity) market of the Russian Federation and purchase of electricity for export purposes in the amount required to perform the said obligations.

206 Proxy materials for the Annual General Meeting of Shareholders

The price of electricity purchase and sale transactions made in the period of electricity supply (Ptrans) is calculated as follows (in euro): Ptrans = Vel.pow * Pel.pow = 6,500,000 * 50 = 325,000,000.00 (1) where: Vel.pow is the amount of electricity supplied (forecast value determined based on the possible balance of generation and consumption of electric power in the Baltic states and the transmission capacity of interstate sections), MWh; Pel.pow is the forecast weighted average price of purchase and sale of electric power at the respective electricity market as of the date of the respective transaction, customs dues, and the cost of services of infrastructural organizations and the trader's market rate of return, euro/MWh. When making transactions, the parties will be governed by the regulations of the Russian Federation and legal regulations of the registration country of the respective party to the transaction which set forth mandatory requirements for the contents of such transactions (contracts) for the purchase and sale of electricity, as well as the applicable customs and tax rates. Pursuant to Article 81 of Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are interested party transactions. The interested parties are the following Members of the Management Board of JSC “INTER RAO UES”: Karina Valerievna Tsurkan, Ilnar Ilbatyrovich Mirsiyapov, Alexander Alexandrovich Pakhomov, and Dmitry Nikolaevich Palunin, as Ilnar Ilbatyrovich Mirsiyapov and Dmitry Nikolaevich Palunin are the Members of the Management Board of AB “INTER RAO Lietuva”, Alexander Alexandrovich Pakhomov is the Member of the Supervisory Board of AB “INTER RAO Lietuva”, and Karina Valerievna Tsurkan is the Chairman of the Management Board of AB “INTER RAO Lietuva”, which is a party to the transactions concerned. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of interested party transactions shall be adopted only at the suggestion of the Board of Directors. Pursuant to Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves an interested party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve these transactions have been provided by the Board of Directors on May 16, 2013 (Minutes # 29), and the price was determined (monetary value) of money for these purchases. Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.8. Approve the electricity purchase and sale transactions between JSC “INTER RAO UES” and AB “INTER RAO Lietuva” as transactions (several inter-related transactions) that might be performed in future in the ordinary course of business of JSC “INTER RAO UES” and that are recognized as related party transactions under the following material terms: 12.8.1. Parties to the transactions: JSC “INTER RAO UES” – the Seller or the Buyer;

207 Proxy materials for the Annual General Meeting of Shareholders

AB “INTER RAO Lietuva” – the Buyer or the Seller.

12.8.2. Subject of the transactions: The Seller shall transmit (supply) electricity to the Buyer, and the Buyer shall accept and pay for it. 12.8.3. Amount of electricity supplied – up to 6.5 billion kWh. 12.8.4. Period of electricity supply: From January 01, 2014, to December 31, 2014 (hereinafter – the “Period of supply”). 12.8.5. The electricity price shall be determined based on the weighted average (forecast) price of the purchase and sale of electricity at the respective energy market as of the date of such transaction, customs duties and cost of services of infrastructural organizations, the trader's market rate of return, and shall be agreed upon on the annual terms, under monthly and hourly schemes. 12.8.6. The price established for the electricity purchase and sale transactions made in the period of supply shall not exceed three hundred and twenty five million (325,000,000.00) euro. .

208 Proxy materials for the Annual General Meeting of Shareholders

12.9. Approval of the Agreement on Transfer of Rights and Obligations under the Agency Contract No. 0156-AD-01C-10 dated November 01, 2010, between JSC "INTER RAO UES", OJSC “CFR”, OJSC “ATS”, OJSC “SO UES”, Non- Commercial Partnership “Market Council”, and Agreement on Transfer of Rights and Obligations under Power Supply Contracts concluded in pursuance of the Agency Contract between JSC "INTER RAO UES", OJSC “INTER RAO – Electric Power Plants”, OJSC “SO UES”, OJSC “ATS”, Non- Commercial Partnership “Market Council”, as interrelated interested party transactions A list of power-generating facilities to be used for the power supply under the power supply contracts was approved by the Resolution of the Russian Government No. 1334-r dated August 11, 2010. Obligations of JSC “INTER RAO UES” connected with the supply of power from the newly commissioned power-generating facility (unit No. 2 with the installed capacity of 325 MW located in the territory of Ivanovo Thermal-Gas Plant; hereinafter – “Unit 2 of Ivanovo TGP”) were validated thereby. In pursuance of the Resolution of the Russian Government No. 1334-r dated August 11, 2010, and in compliance with the standard contract forms approved by the Supervisory Board of the 0156-AD-01C-10 dated November 01, 2010, in order to ensure conclusion and execution of power supply contracts relating to Unit 2 of Ivanovo TGP (hereinafter – “Agency Contract”). In pursuance of the development strategy of INTER RAO UES Group stipulating for the consolidation of all power generating assets in OJSC “INTER RAO – Electric Power Plants”, the property of Unit 2 of Ivanovo TGP after the commissioning and the start of power supply according to power supply contracts was transferred by JSC “INTER RAO UES” to the possession of OJSC “INTER RAO – Electric Power Plants” starting from October 01, 2012. Due to the fact that a party to the Agency Contract and power supply contracts can be changed only with the approval (having a form of a resolution) of the Supervisory Board of the OJSC “INTER RAO – Electric Power Plants” and JSC “INTER RAO UES”, it was impossible to synchronize the date of change of the party to the Agency Contract and power supply contracts with the date of transfer of property into the ownership of JSC “INTER RAO UES”. Finally, in order to fulfill the conditions of the Agency Contract and power supply contracts, the equipment of Unit 2 of Ivanovo TGP was let on lease by JSC “INTER RAO UES”, starting from October 01, 2012; however, JSC “INTER RAO UES” retained the earlier registered delivery point clusters and rights to participate in trading on the wholesale electricity market. Thus, the change of the party to the Agency Contract and power supply contracts represent the key event that determines the date of completion of transfer of the operating activities with respect to Unit 2 of Ivanovo TGP from JSC “INTER RAO UES” to OJSC “INTER RAO – Electric Power Plants”. At present, the change of the party to the Agency Contract and power supply contracts is planned to be performed on October 01, 2013. Apart from being the date of change of the party to PSC, October 01, 2013, it is planned to be the date of: - Termination of the currently effective Contract of Lease of the Property of Unit 2 of Ivanovo TGP dated March 12, 2012;

209 Proxy materials for the Annual General Meeting of Shareholders

Termination of the Equipment Maintenance Contract No. 30-12/IA dated December 30, 2011; - Transfer of rights and obligations under the gas supply contracts from JSC “INTER RAO UES” to OJSC “INTER RAO – Electric Power Plants”. The cost of supply of power under the PSC shall be determined in accordance with the rules of price determination established by the Order of the Russian Government No. 238, On Determination of the Cost Parameters of the Power Trading at the Wholesale Electricity and Power Market, dated April 13, 2010. The maximum cost of power supply from the date of change of the party to PSC to the termination date of PSC (December 31, 2021) is twenty-five billion (25,000,000,000) rubles, inclusive of 18% VAT, amounting to three billion eight hundred and thirteen million five hundred and fifty-nine thousand three hundred and twenty-two rubles three kopecks (RUB 3,813,559,322.03). Pursuant to Article 81 of Federal Law No. 208-FZ On Joint-Stock Companies dated December 26, 1995, the transactions offered for consideration are interested party transactions. The interested parties are: - Member of the Board of Directors of JSC “INTER RAO UES” V. M. Kravchenko, as he is at the same time a Member of the Board of Directors of OJSC “SO UES” and OJSC “ATS”, and a Member of the Supervisory Board of Non-Commercial Partnership “Market Council”; - Member of the Board of Directors of JSC “INTER RAO UES” A. M. Lokshin, as he is at the same time a Member of the Supervisory Board of the Non-Commercial Partnership “Market Council”. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of interested party transactions shall be adopted only at the suggestion of the Board of Directors. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of interested party transactions shall be adopted only at the suggestion of the Board of Directors. Pursuant to Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves an interested party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve these transactions have been provided by the Board of Directors on May 16, 2013 (Minutes # 29), and the price was determined (monetary value) of money for these purchases. Annual General Meeting of Shareholders is proposed to adopt the following resolution: 12.9. Approve the following inter-related interested party transaction(s) under the following material terms: 12.9.1. Agreement on Transfer of all Rights and Obligations under the Agency Contract No. 0156-AD-01C-10 dated November 01, 2010, ensuring conclusion and execution of contracts on provision of power with respect to the generating facility (Unit 2 of Ivanovo TGP) (hereinafter – “Agency Contract”) on the following material terms:

210 Proxy materials for the Annual General Meeting of Shareholders

12.9.1.1. Parties to the Agreement on Transfer of Rights and Obligations under the Agency Contract: JSC “INTER RAO UES” (Principal), OJSC “INTER RAO – Electric Power Plants” (New Principal), OJSC “CFR” (Agent), OJSC “SO UES”, OJSC “ATS”, Non- Commercial Partnership “Market Council”. 12.9.1.2. Subject matter of the Agreement on Transfer of Rights and Obligations under the Agency Contract: The Principal transfers to the New Principal all rights and obligations of the Principal under the Agency Contract. 12.9.1.3. The date of transfer of rights and obligations under the Agreement on Transfer of Rights and Obligations under the Agency Contract: October 01, 2013. 12.9.1.4. Price of the Agreement on Transfer of Rights and Obligations under the Agency Contract: The cost of obligations under the Agency Contract transferred according to the Agreement is equal to the agency fee amounting to one hundred thousand (100,000) rubles, inclusive of 18% VAT amounting to fifteen thousand two hundred and fifty-four rubles twenty-four kopecks (RUB 15,254.24) a quarter, irrespective of the volume of functions performed by the Agent, which is three million three hundred thousand (3,300,000) rubles, inclusive of 18% VAT amounting to five hundred and three thousand three hundred and eighty-nine rubles eighty-three kopecks (RUB 503,389.83) before the expiry of the Contract. The cost of rights of claim under the Agency Contract transferred according to the Agreement is equal to the cost of transferred obligations. No settlements are performed between JSC “INTER RAO UES” (Principal) and OJSC “INTER RAO – Electric Power Plants” (New Principal) in relation to the transfer of rights and obligations under the Agency Contract. 12.9.1.5. Material terms of the Agency Contract: 12.9.1.5.1. Parties to the Agency Contract: JSC “INTER RAO UES” (the Principal), OJSC “CFR” (Agent), Non-Commercial Partnership “Market Council”, OJSC “ATS”, OJSC “SO UES”. The Agency Contract is made according to the standard form approved by the Supervisory Board of the Non-Commercial Partnership “Market Council”, being an appendix to the Contract on Integration with the Trade System of the Wholesale Electricity and Power Market. 12.9.1.5.2. Subject matter of the Agency Contract: In pursuance of the Agency Contract, the Agent makes power supply contracts (in the name and at the expense of the Principal) according to the standard form approved by the Supervisory Board of the Non-Commercial Partnership “Market Council”, being an appendix to the Contract on Integration with the Trade System of the Wholesale Electricity and Power Market. 12.9.1.5.3. The term of the Agency Contract: From the date provided on the facing page of the Agency Contract to December 31, 2021 (inclusive). The expiry date of the Agency Contract coincides with the end date of the period of supply of power under the power supply contracts. 12.9.1.5.4. The cost of services provided under the Agency Contract is equal to the agency fee amounting to one hundred thousand (100,000) rubles, inclusive of 18% VAT amounting to fifteen thousand two hundred and fifty-four rubles twenty-four kopecks

211 Proxy materials for the Annual General Meeting of Shareholders

(RUB 15,254.24) a quarter, irrespective of the volume of functions performed by the Agent, which is three million three hundred thousand (3,300,000) rubles, inclusive of 18% VAT amounting to five hundred and three thousand three hundred and eighty- nine rubles eighty-three kopecks (RUB 503,389.83) before the expiry of the Contract.

14.9.2. Agreement on Transfer of All Rights and Obligations under all Power Supply Contracts made in pursuance of the Agency Contract (hereinafter – “PSC”) on the following material terms: 12.9.2.1. Parties to the Agreement on Transfer of Rights and Obligations under PSC: JSC “INTER RAO UES” (Seller), OJSC “INTER RAO – Electric Power Plants” (New Seller), OJSC “SO UES”, OJSC “ATS”, Non-Commercial Partnership “Market Council”. 12.9.2.2. Subject matter of the Agreement on Transfer of Rights and Obligations under PSC: The Seller transfers to the New Seller all rights and obligations of the Seller under PSC with respect to the generating facility (Unit 2 of Ivanovo TGP). 12.9.2.3. The date of transfer of rights and obligations under the Agreement on Transfer of Rights and Obligations under PSC: October 01, 2013. 12.9.2.4. The price of the Agreement on Transfer of Rights and Obligations under PSC: The cost of obligations under PSC transferred according to the Agreement is equal to the cost of supply of power produced at the generating facility in the period of supply starting from the date of change of the party to PSC, which is twenty-five billion (25,000,000,000) rubles, inclusive of 18% VAT amounting to three billion eight hundred and thirteen million five hundred and fifty-nine thousand three hundred and twenty-two rubles three kopecks (RUB 3,813,559,322.03). The cost of rights of claim under PSC transferred according to the Agreement is equal to the cost of transferred obligations. No settlements are performed between JSC “INTER RAO UES” (Seller) and OJSC “INTER RAO – Electric Power Plants” (New Seller) in relation to the transfer of rights and obligations under the Agency Contract. 14.9.2.5. Material terms of PSC: 14.9.2.5.1. Parties to the power supply contracts: JSC “INTER RAO UES” (Power Seller), OJSC “SO UES”, OJSC “ATS”, Non-Commercial Partnership “Market Council”, electric power (energy) consumers – the wholesale market practitioners, participating in the trading of electricity on the wholesale market, determined by OJSC “ATS” as a commercial operator. Power supply contracts are made according to the standard form approved by the Supervisory Board of the Non-Commercial Partnership “Market Council”, being an appendix to the Contract on Integration with the Trade System of the Wholesale Electricity and Power Market. 14.9.2.5.2. Subject matter of the Power Supply Contract: The Seller undertakes to start and continue supplying power, in the agreed time and during the established period of supply, to the consumers of electric energy (power), being the wholesale market practitioners, which power shall be generated by the generating facilities listed in Appendix 1 to the Agency Contract and Power Supply Contract.

212 Proxy materials for the Annual General Meeting of Shareholders

14.9.2.5.3. Generating facility specified in Appendix 1 to the Agency Contract and Appendix 1 to Power Supply Contracts (hereinafter – “Generating Facility”):

Name of the generating facility Unit 2 Location of generating facilities Territory of Ivanovo TGP Installed capacity of the generating facility, MW*/ increase 325,00/325,0 of the installed capacity of the generating facility 0 The start date for the discharge of obligation to supply 29.02.2012 (provide) the power to the wholesale market, day/month/year Lower range value (percent) of the installed capacity of the 81 generating facility Upper range value (percent) of the installed capacity of the 100 generating facility Minimum electrical efficiency 51

As of the date of transfer of obligations under PSC, facility No. 2 (Unit 2 of Ivanovo TGP) has been commissioned, certificated by OJSC “SO UES”, and is supplying the power. 14.9.2.5.4. The cost of power to be sold under the power supply contracts is determined in accordance with the Rules of the Wholesale Electricity and Power Market approved by the Order of the Russian Government No. 1172 dated December 27, 2010, conditions of the Wholesale Market Trade System Integration Contract and PSC. The maximum cost of supply of power produced at the generating facility in the period of supply starting from the date of change of the party under PSC is twenty-five billion (25,000,000,000) rubles, inclusive of 18% VAT amounting to three billion eight hundred and thirteen million five hundred and fifty-nine thousand three hundred and twenty-two rubles three kopecks (RUB 3,813,559,322). 14.9.2.5.5. The period of supply of power under PSC lasts to December 31, 2021 (inclusive).

213