Proxy materials for the Annual General Meeting of Shareholders 2016

6. Election of Members of the Company’s Board of Directors

In accordance with Clause 1 of Article 53 of the Federal Law "On Joint Stock Companies" and Clause 12.1 of Article 12 of the Charter of PJSC "Inter RAO", shareholders (a shareholder) holding in the aggregate at least 2% of the Company's voting shares are entitled within 60 days after the end of the financial year to put issues on the agenda of the Company's Annual General Meeting of Shareholders and nominate candidates for the Board of Directors of the Company and the Revision Commission of the Company. Five nominations of candidates for the management and supervisory bodies of PJSC "Inter RAO" were submitted to the Company by the following shareholders holding more than 2% of the Company's voting shares: (1) ROSNEFTEGAZ Joint-Stock Company; (2) Federal Grid Company of Unified Energy System Public Joint Stock Company; (3) Leader Closed Joint Stock Company (Pension Fund Assets Management Company); (4) Joint Stock Company "Inter RAO Capital"; (5) UCP SEA RESOURCES LTD. By the Decision of the Companys’ Board of Directors as of March 4, 2016 (Minutes No. 163 dated March 10, 2016), the following candidates were included in the list of candidates for election to the Board of Directors of PJSC "Inter RAO":

Position and place of employment of the candidate proposed by a Full name / name of shareholder that Has given Candidate proposed by a shareholder shareholder for inclusion in the proposed the candidate for inclusion consent # for inclusion in the ballot for election ballot for election to the Company’s in the ballot for election to the Board of to election to the Company’s Board of Directors Board of Directors Directors (as of the date of nomination) 1. Boris Ayuyev Chairman of the Management Board of Joint Stock Company "Inter RAO Capital" Yes OJSC "SO UES" 2. Andrei Bugrov Member of the Management Board, Joint Stock Company "Inter RAO Capital" Yes Vice President of PJSC Mining and Metallurgical Company Norilsk Nickel 1

Proxy materials for the Annual General Meeting of Shareholders 2016

Position and place of employment of the candidate proposed by a Full name / name of shareholder that Has given Candidate proposed by a shareholder shareholder for inclusion in the proposed the candidate for inclusion consent # for inclusion in the ballot for election ballot for election to the Company’s in the ballot for election to the Board of to election to the Company’s Board of Directors Board of Directors Directors (as of the date of nomination) 3. Anatoly Gavrilenko Chief Executive Officer, Leader CJSC Leader Closed Joint Stock Company Yes (Pension Fund Assets Management Company) 4. Boris Kovalchuk Chairman of the Management Board, ROSNEFTEGAZ Joint Stock Company Yes PJSC "Inter RAO" 5. Vyacheslav Kravchenko Deputy Minister of Energy of the Joint Stock Company "Inter RAO Capital" Yes Russian Federation 6. Alexander Lokshin Member of the Management Board, Joint Stock Company "Inter RAO Capital" Yes First Deputy Director General for Operations Management of State Atomic Energy Corporation Rosatom 7. Andrei Murov Chairman of the Management Board, «Federal Grid Company of Unified Energy Yes «FGC UES», PJSC System», PUBLIC JOINT-STOCK COMPANY 8. Nikolai Rogalyov Chancellor of the National Research Joint Stock Company "Inter RAO Capital" Yes University "Moscow Power Engineering Institute" 9. Ronald (Ron) James Vice President of GE, President and «Federal Grid Company of Unified Energy Yes Pollett CEO of GE in Russia and CIS System», PUBLIC JOINT-STOCK COMPANY 10. Elena Sapozhnikova Executive Director of UCP Group UCP SEA RESOURCES LTD Yes 11. Igor Sechin President, Chairman of the ROSNEFTEGAZ Joint Stock Company Yes Management Board of JSC Oil Company Rosneft

2

Proxy materials for the Annual General Meeting of Shareholders 2016

Position and place of employment of the candidate proposed by a Full name / name of shareholder that Has given Candidate proposed by a shareholder shareholder for inclusion in the proposed the candidate for inclusion consent # for inclusion in the ballot for election ballot for election to the Company’s in the ballot for election to the Board of to election to the Company’s Board of Directors Board of Directors Directors (as of the date of nomination) 12. Denis Fedorov Head of the Directorate, «Federal Grid Company of Unified Energy Yes PJSC “GAZPROM” System», PUBLIC JOINT-STOCK COMPANY 13. Dmitriy Shugaev Deputy CEO of State Corporation Joint Stock Company "Inter RAO Capital" Yes "Rostec"

On March 30, 2016 the Nomination and Remuneration Committee of the Board of Directors of PJSC "Inter RAO" has assessed the proffesional qualifications of the candidates to the Board of Directors and has performed a preliminary evaluation of the candidates in terms of their compliance with independence criteria (Minutes No. 38). Extract from the Minutes of the meeting of the Committee, assessment and the questionnaires of the candidates to the Board of Directors are given below.

3

Proxy materials for the Annual General Meeting of Shareholders 2016

EXTRACT FROM THE MINUTES of the Meeting of the Nomination and Remuneration Committee of the Board of Directors Public Joint Stock Company "Inter RAO UES"

Moscow

Date of the meeting: March 30, 2016 № 38 (the final date of polling sheets acceptance) Date of the Minutes: March 30, 2016 Place of summing-up the voting results: 27 Bolshaya Pirogovskaya Street, Building 2, Moscow, 119435 Russian Federation

Time of summing-up the voting results: 6 p.m.

Decisions of the Nomination and Remuneration Committee of the Board of Directors of PJSC "Inter RAO" have been taken by poll.

3 out of 3 members of the Nomination and Remuneration Committee of the Board of Directors of PJSC "Inter RAO" took part in the Meeting of the Nominations and Remunerations Committee of the Company's Board of Directors: A.M. Lokshin, R.D. Pollett

Votes have been counted by Secretary of the Nomination and Remuneration Committee of the Board of Directors of PJSC "Inter RAO", S.V. Puchka.

The quorum is present, the Nomination and Remuneration Committee of the Board of Directors may take decisions on all the issues on the agenda.

AGENDA OF THE MEETING: On the preliminary assessment of candidates to members of the Board of Directors of PJSC “Inter RAO”.

Voting results and resolutions adopted as follows: ISSUE 1: On the preliminary assessment of candidates to members of the Board of Directors of PJSC “Inter RAO”. The decision is made by a majority vote of the members of the Nomination and Remuneration Committee of the Company’s Board of Directors, who take part in the meeting. DRAFT RESOLUTION. PUT TO THE VOTE. AND THE RESOLUTION PASSED:

1.1.1. To assess the following candidates nominated to the Board of Directors of PJSC “Inter RAO”, their conformity to the professional qualification and independence criteria, as defined in the Code of Corporate Governance recommended for application by the Bank of Russia: 1.1.1.1. Boris Ilyich Ayuyev - according to Annex No. 1 hereto; 1.1.1.2. Andrey Yevgenyevich Bugrov - according to Annex No. 2 hereto; 1.1.1.3. Anatoliy Anatolyevich Gavrilenko - according to Annex No. 3 hereto; 1.1.1.4. Boris Yuryevich Kovalchuk - according to Annex No. 4 hereto; 4

Proxy materials for the Annual General Meeting of Shareholders 2016

1.1.1.5. Vyacheslav Mikhailovich Kravchenko - according to Annex No. 5 hereto; 1.1.1.6. Alexander Markovich Lokshin - according to Annex No. 6 hereto; 1.1.1.7. Andrey Yevgenyevich Murov - according to Annex No. 7 hereto; 1.1.1.8. Ronald (Ron) James Pollett - according to Annex No. 8 hereto; 1.1.1.9. Nikolay Dmitrievich Rogalev - according to Annex No. 9 hereto; 1.1.1.10. Yelena Vladimirovna Sapozhnikova - according to Annex No. 10 hereto; 1.1.1.11. Igor Ivanovich Sechin - according to Annex No. 11 hereto; 1.1.1.12. Denis Fladimirovich Fedorov - according to Annex No. 12 hereto; 1.1.1.13. Dmitry Yevgenyevich Shugayev - according to Annex No. 13 hereto. 1.1.2. To determine the status of candidates to the Company's Board of Directors in accordance with Annex No. 14 hereto based on the assessment performed by the Nomination and Remuneration Committee and for the purpose of passing a resolution by the Board of Directors on determining the status of the members of the Board of Directors to be elected at the Annual General Meeting of Shareholders of PJSC "Inter RAO" as of 2015 year-end. 1.1.3. For the purpose of the Company's compliance with the Listing Rules of CJSC "Micex Stock Exchange" and provisions of the Corporate Governanve Code recommended for application by the Bank of Russia, the shareholders of PJSC “Inter RAO” are recommended to vote at the Annual General Meeting of Shareholders of PJSC “Inter RAO” as of 2015 year-end, as regards the election of members of the Board of Directors of the Company, for the candidates that meet the independence criteria. Voting results: “FOR”: 3 - D.Ye. Shugayev, A.M. Lokshin, R.D. Pollett “AGAINST”: none. “ABSTAINED”: none.

THE RESOLUTION HAS BEEN ADOPTED.

Secretary of the Nomination and Remuneration Committee of the Board of Directors PJSC "Inter RAO" /Signature/ S.V. Puchka

5

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex #1 Boris Ayuev Year of birth: 1957

Chairmain of the Management Board, member of the Board of Directors, «System Operator of the United Power System», Joint-stock Company.

Education and professional experience  Higher professional education In 1979 Boris Ayuev graduated from the Ural Polytechnic Institute, qualification in electric power stations. In 2009 Mr. Ayuev has been awarded a degree of Doctor of Technical Sciences, in the same year he was elected a member of Academy of Engineering Sciences named for A.M. Prokhorov.

 Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2004 until present «System Operator of the United Power System», Joint-stock Chairman of the Company Management Board, member of the Board of Directors 2004 2013 «Federal Grid Company of Unified Energy System», PUBLIC JOINT- Member of the Board of STOCK COMPANY Directors 2005 2011 Closed Joint Stock Company "Agency for Power Balance Member of the Board of Forecasting" Directors 2008 2013 Joint-stock company «Trading System Administrator of Wholesale Member of the Board of Electricity Market Transactions» Directors 2008 2013 Joint-stock company «Financial settling center» Member of the Board of Directors 2009 2010 GruzRosenergo Unified Energy System Joint Stock Company Member of the Supervisory Board 2009 2015 Non-Commercial Partnership "Russian National Committee of the Chairman International Council for Major High-Voltage Electrical Systems" 2015 until present Non-Commercial Partnership "Russian National Committee of the Member of the Presidium International Council for Major High-Voltage Electrical Systems" 2012 2015 Public Joint Stock Company Federal Hydro-Generating Company - Member of the Board of RusHydro Directors 2013 until present Public Joint stock company «» Member of the Board of Directors

6

Proxy materials for the Annual General Meeting of Shareholders 2016

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:

Boris Ayuev was a member of the Management Board of RAO "UES of Russia" and a member of the Board of Directors of PJSC "FGC UES” and PJSC "RusHydro", currently is a member of the Board of Directors of PJSC "ROSSETI".

 Information on assessment of the proffesional qualifications and on compliance with independence criteria:

 According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Boris Ayuev has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Boris Ayuev personally and in collaboration with colleagues has published more than 70 scientific and practical articles and monographs.

For his great contribution to the development of the fuel and energy complex and long-term conscientious work Mr. Ayuev has been awarded with the medal "For Service to the Motherland» II degree by the Presidential Decree # 329 as of 03/08/2008.

For his labor achievements and many years of conscientious work Boris Ayuev has been awarded with the Order of Honor by the Presidential Decree # 746 as of 05/30/2012.

Boris Ayuev has been awarded a citation by the President of the Russian Federation in the Order of the President of the Russian Federation # 484-rp as of 12/25/12013 for his great contribution to the elimination of consequences of the accident at the Sayano-Shushenskaya HPP named after P.S. Neporozhny.

In accordance with the Presidential Decree of 09.01.2014 of №593 he has been awarded with the Order of Friendship for a significant contribution to preparation and holding of the XXII Olympic Winter Games and XI Paralympic Winter Games 2014 in Sochi.

 Boris Ayuev may be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia (taking into consideration explanation to this section “Affiliation with the state”).

Detailed analysis is given in table below.

7

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the Par.1 article 103 Complies. company, and (or) company's Affiliation management organization. with the 1. Company

- is a member of the board of directors of a legal entity controlling or controlled by the Par.2 article 103 Complies. company, or of a management organization of such legal entity;

1 Hereinafter: the independence criteria approved by the Corporate Governance Code approved by the Central Bank of the Russian Federation (Bank of Russia) on March 21, 2014 (letter of the Bank of Russia dated April 10, 2014, No. 06-52/2463). 8

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

- received during any of the last three years remunerations and (or) other material benefits from the company and (or) organizations controlled by the company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include Par. 3 article 103 Complies. payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the 9

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary2 on the company's shares, which constitute over one per cent of the charter capital or total amount of Par.4 article 103 Complies. company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the

2 Beneficiary on the Company's shares is an individual who gains economic benefit from owning shares (equity) and (or) disposing votes granted on shares (equity) of the Company's charter capital, due to his/her participation in the company, under the contract, or otherwise. 10

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

- provides consulting services to the Par.6 article 103 Complies.

11

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has Par.7 article 103 Complies. been for the last three years a member of the management bodies of the organizations providing such services to these legal entities, or of 12

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

the company's rating agency, or was an employee of such organizations or a rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for article 104 Complies. more than seven years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

2. Affiliation - is an employee and (or) member Par.1 article 105 Complies. with the of executive bodies of the

13

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

Company's company's major shareholder major3 (legal entity forming the group of shareholder organizations which the company's major shareholder is a member of);

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of Par.2 article 105 Complies. organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed

3 A Company's major shareholder is an entity entitled directly or indirectly (through the entities controlled by the latter), either on its own or together with other entities affiliated under the custody agreement and (or) ordinary partnership agreement, and (or) agency agreement, and (or) shareholder agreement, and (or) other agreement, the subject matter of which covers exercise of the rights certified by issuer's shares (equity), to dispose of five and more per cent of votes granted on the voting shares of the company's charter capital. 14

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

remuneration of a member of the company's board of directors. These do not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major 15

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity Par.3 article 105 Complies. controlling the company's major shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

Affiliation - is an employee and (or) member 3. with the of the management bodies of the Par.1 article 106 Complies. Company's company's major contractor or major competitor, and of legal entities 16

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

contractor4 controlling the major contractor or or competitor of the company or of the competitor organizations controlled by the latter;

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or competitor, which constitute more than five per cent of the charter Par.2 article 106 Complies. capital or total amount of voting shares (equity).

4 A company's major contractor shall mean a person being a party to the contract (contracts) with the company, the amount of liabilities under which makes two per cent or more of the book value of assets, or two per cent or more of revenue (profit) of the company (including the group of organizations controlled by the company) or of a major contractor of the company (group of organizations the company's major contractor is a member of). 17

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a person substituting the positions in the Par.1 article 107 Complies. government bodies, an employee of Affiliation the Bank of Russia; with the 4. state or municipal body - is a representative of the Russian Federation, constituent of the Russian Federation or municipal Par.2 article 107 Complies. body in the company's board of directors, in respect of which a decision on using a special right for 18

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Federation, constituent of Par.3 article 107 Complies. the Russian Federation or municipal body;

- is or has been for one year At the time of assessment Boris preceding the election to the Does not comply Ayuev is a person discharging company's board of directors a Par.4 article 107 managerial responsibilities and on formal grounds. member of the executive body or a member of the collegial other employee with the executive body (Board) of

19

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

managerial responsibilities of an «System Operator of the United organization controlled by the Power System», Joint-stock Russian Federation or municipal Company, an organization body, an employee of a public or controlled by the Russian municipal unitary enterprise or Federation, and was institution (not including nominated for election to the employees of public or municipal Board of Directors of PJSC educational or scientific “Inter RAO” a company in organization, which carry out which 20 percent of the share teaching or research activity and capital/voting shares are are not the persons appointed under control of the Russian (approved) to the position of a sole Federation. executive body or other position in In addition the Russian the public and municipal Federation, the RF subject educational or scientific entity or a municipality has organization by the decision or not nominated this candidate with the consent of the government for election to the Board of agencies (local government Directors of PJSC “Inter RAO”, agencies), when this person is 20

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

nominated for election to the nor does this candidate vote company's board of directors, in according to written which over 20 per cent of the instructions of the Russian charter capital or voting shares are Federation (directives). controlled by the Russian In view of the above, the Federation, constituent of the Nomination and Remuneration Russian Federation, or municipal Committee does not deem the body. nominee a person affiliated with the state. The Committee hereby recommends to the Board of Directors to recognize Boris Ayuev an independent director (if he is elected at the Annual General Meeting of Shareholders held upon the results of 2015).

21

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of No. Independence criteria1 Governance Code independence Explanations criteria provosions criteria (article) Boris Ayuev

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

22

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 2 Andrei Bugrov First elected to the Board of Directors on: May 25, 2014

Year of birth: 1952

Vice President, Public Joint Stock Company Mining and Metallurgical Company “NORILSK NICKEL”.

Education and professional experience  Higher professional education In 1974 - graduated from Moscow State Institute of International Relations of the Ministry of Foreign Affairs of Russia (MGIMO) with a major in International Economic Relations. Ph.D in Economic Sciences.

 Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present:

Period Name of company Position from until 2002 2011 Public Joint Stock Company Mining and Metallurgical Company Member of the Board of “NORILSK NICKEL” Directors 2002 until present Non-governmental public association "Council on Foreign and Member of non- Defence Policy" governmental public association 2006 until present Russian Union of Industrialists and Entrepreneurs Member of the Management Board 2007 2011 Foundation "Bureau of Economic Analysis" Chairman of the Management Board 2008 2011 Limited Liability Company "Prof-Media Management" Chairman of the Board of Directors 2010 2013 Closed Joint Stock Company "Interros Holding Company“" Member of the Management Board 2010 2013 Closed Joint Stock Company "Interros Holding Company“" Deputy General Director 2011 2013 Open Joint Stock Company Mining and Metallurgical Company Chairman of the Board of “NORILSK NICKEL” Directors 2013 until present Limited Liability Company "Holding company" Interros "(until Vice President 04/07/2015 - Closed Joint Stock Company" Interros Holding Company ") 2013 until present Public Joint Stock Company Mining and Metallurgical Company Deputy Chairman of the “NORILSK NICKEL” (until 06/01/2015 - Open Joint Stock Company" Board of Directors Mining and Metallurgical Company " NORILSK NICKEL ")

23

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until 2013 2015 Public Joint Stock Company Mining and Metallurgical Company Deputy General Director “NORILSK NICKEL” (until 06/01/2015 - Open Joint Stock Company" Mining and Metallurgical Company " NORILSK NICKEL") 2013 until present Public Joint Stock Company Mining and Metallurgical Company Member of the “NORILSK NICKEL” (until 06/01/2015 - Open Joint Stock Company" Management Board Mining and Metallurgical Company " NORILSK NICKEL") 2013 2014 Open Joint Stock Company Federal Hydro-Generating Company - Member of the RusHydro Management Board 2013 until present Russian Union of Industrialists and Entrepreneurs Vice President

2014 until present Public Joint Stock Company "Inter RAO UES" (until 06/08/2015 - Member of the Open Joint Stock Company "Inter RAO UES") Management Board 2015 until present Public Joint Stock Company Mining and Metallurgical Company Vice President “NORILSK NICKEL” (until 06/01/2015 - Open Joint Stock Company" Mining and Metallurgical Company " NORILSK NICKEL") 2015 until present Public Joint Stock Company Federal Hydro-Generating Company - Member of the Investments RusHydro " Committee

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:

From 2014 to the present time Andrei Bugrov is a member of the Board of Directors of PJSC "Inter RAO". From 2013 to 2014. Mr. Bugrov was a member of the Board of Directors of JSC "RusHydro", from 2015 until a current moment is a member of the Investments Committee of the Board of Directors of PJSC "RusHydro", from 2011 to 2002 he was also a member of the Board of Directors of OJSC "MMC" Norilsk Nickel ", since 2011 to 2013 he was Chairman of the Board of Directors of OJSC "MMC" Norilsk Nickel ". Currently this candidate holds the position of Vice President of PJSC "MMC" Norilsk Nickel ".  Information on assessment of the proffesional qualifications and on compliance with independence criteria:

 According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Andrei Burgov has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

 Andrei Burgov may be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

Detailed analysis is given in table below.

24

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

25

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 26

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

27

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 28

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation executive bodies of the company's major with the shareholder (legal entity forming the 2. Company's group of organizations which the Par.1 article 105 Complies. major company's major shareholder is a shareholder member of);

29

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the company's board of directors. These do Par.2 article 105 Complies. not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to 30

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity controlling Par.3 article 105 Complies. the company's major shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

3. Affiliation - is an employee and (or) member of the Par.1 article 106 Complies. with the management bodies of the company's 31

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

Company's major contractor or competitor, and of major legal entities controlling the major contractor or contractor or competitor of the competitor company or of the organizations controlled by the latter;

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or competitor, which constitute more than Par.2 article 106 Complies. five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

Affiliation - is or has been for one year preceding 4. with the state the election to the company's board of Par.1 article 107 Complies. or municipal directors a public or municipal officer, a 32

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

body person substituting the positions in the government bodies, an employee of the Bank of Russia;

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special Par.2 article 107 Complies. right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the Par.3 article 107 Complies. board of directors in accordance with the directive of the Russian Federation,

33

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

constituent of the Russian Federation or municipal body;

- is or has been for one year preceding the election to the company's board of directors a member of the executive body or other employee with the managerial responsibilities of an organization controlled by the Russian Federation or municipal body, an employee of a public or municipal Par.4 article 107 Complies. unitary enterprise or institution (not including employees of public or municipal educational or scientific organization, which carry out teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or other position in the public and 34

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Bugrov (article)

municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: Not a person affiliated with the state or municipal body.

35

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 3

Anatoliy Gavrilenko First elected to the Board of Directors on May 29, 2015

Year of birth: 1972

General Director , Leader CJSC Member of the Strategy and Investments Committee of the Board of Directors, PJSC “Inter RAO”.

Education and professional experience  Higher professional education In 1995, he graduated from Moscow State University with a specialization of Economist-Mathematician, in 2001 - from Moscow State University with a specialization in Law.

In 2001, he graduated from the Cross-Industry Institute of Enhancement and Retraining of Management and Specialists of REA named after G.V. Plekhanov with a specialization in Valuation of Enterprises (Business). He has received the certificates of the Federal Securities Commission 1.0 and 5.0.

 Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2004 until present Leader Closed Joint Stock Company (Pension Fund Assets General Director Management Company) 2013 until present Leader Closed Joint Stock Company (Pension Fund Assets Member of the Board of Management Company) Directors 2013 until present Main Road, Open Joint- Stock Company Member of the Board of Directors 2013 until present Public Joint -Stock Company “Moscow United Electrical Grid Member of the Board of Company” (unitl 07/2015 – Open Joint -Stock Company “Moscow Directors United Electrical Grid Company” ") 2013 until present "Gazprombank" (Joint Stock Company) (until 12/2014 - Member of the Board of "Gazprombank" (Joint Stock Company)) Directors 2013 until present GAZKON Open Joint Stock Company Member of the Board of Directors 2013 until present GAZ-Service Open Joint Stock Company Member of the Board of Directors 2013 until present Public Joint - Stock Company “GAZ-Tek Public Joint - Stock Member of the Board of Company” Directors 2013 until present Rocket and Space Corporation Energy named after S.P. Korolyov Member of the Board of Open Joint Stock Company Directors 2013 until present Public Joint Stock Company (until June 26, 2015 - Member of the Board of Mosenergo Open Joint Stock Company) Directors 2015 until present Public Joint -Stock Company "Inter RAO UES" (until June,08 02015 Member of the Board of 36

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until - OpenJoint -Stock Company "Inter RAO UES") Directors  Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:: Anatoliy Gavrilenko is a member of the Board of Directors of the following companies: 1) PJSC Mosenergo 2) PJSC MOESC 3) Gazprombank (JSC) 4) JSC GAZ-Service 5) PJSC GAZ-Tek 6) JSC GAZCON 7) JSC Main Road 8) PJSC “Inter RAO”

 Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Anatoliy Gavrilenko has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

 Anatoliy Gavrilenko may be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia (taking into consideration explanation to the section “Affiliation with the Company's major contractor or competitor”).

 Detailed analysis is given in table below.

37

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the Par.1 article 103 Complies. company, and (or) company's management organization.

Affiliation with - is a member of the board of directors 1. the Company of a legal entity controlling or controlled by the company, or of a management organization of such Par.2 article 103 Complies. legal entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by

38

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

the company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

39

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

- is a shareholder or a beneficiary on the company's shares, which constitute over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual Par.4 article 103 Complies. remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the Par.5 article 103 Complies. board of directors (by the board of directors) of such legal entity, and any of the employees and (or) members of the company's executive bodies is a

40

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

member of this committee (board of directors);

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or Par.7 article 103 Complies. legal entities controlled by the company, or has been for the last three years a member of the management 41

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation with executive bodies of the company's 2. the Company's major shareholder (legal entity Par.1 article 105 Complies. majorshareholder forming the group of organizations which the company's major 42

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

shareholder is a member of);

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a Par.2 article 105 Complies. member of the company's board of directors. These do not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder 43

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

(legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major Par.3 article 105 Complies. shareholder or by the entity controlling the company's major shareholder.

44

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

CONCLUSION: Not a person affiliated with the Company's major shareholder.

- is an employee and (or) member of At the time of assessment the management bodies of the Anatoliy Gavrilenko was a company's major contractor or member of the Board of Directors competitor, and of legal entities of Gazprombank (JSC), which is a controlling the major contractor or major contractor of PJSC "Inter competitor of the company or of the RAO". organizations controlled by the latter; Affiliation with Does not comply the Company's 3. Par.1 article 106 Gazprombank (JSC)is an affiliate major contractor on formal grounds. or competitor of PJSC “GAZPROM”. Anatoliy Gavrilenko is also General Director and a member of the Board of Directors of Leader CJSC, which shareholders are Gazprombank (JSC) and its affiliate - PJSC “GAZPROM”. 45

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

Given that the PJSC "Inter RAO has contractual relations with Gazprombank (JSC) based on market terms, and taking into account composition of the Board of Directors and the Company’s equity structure, the said above counterparty has no effect and can not have an effect on the decisions made by the Company, on the Company’s financial and economic activity and financial results. In view of foregoing, the Nomination and Remuneration Committee does not recognize this nominee as a person affiliated with the Company's major contractor or competitor.

46

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

The Committee hereby recommends to the Board of Directors to recognize Anatoliy Gavrilenko an independent director (if he is elected at the Annual General Meeting of Shareholders held upon the results of 2015).

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or competitor, which constitute more than five per cent of the charter Par.2 article 106 Complies. capital or total amount of voting shares (equity).

Not a person affiliated with the Company's major contractor or competitor, subject to explanations provided in this CONCLUSION: Section. 47

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a person substituting the positions in the government bodies, an employee of Par.1 article 107 Complies. the Bank of Russia;

Affiliation with 4. the state or municipal body - is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a Par.2 article 107 Complies. special right for participation in governance ("golden share") has been made;

48

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Federation, Par.3 article 107 Complies. constituent of the Russian Federation or municipal body;

- is or has been for one year preceding the election to the company's board of directors a member of the executive body or other employee with the managerial responsibilities of an organization controlled by the Russian Par.4 article 107 Complies. Federation or municipal body, an employee of a public or municipal unitary enterprise or institution (not including employees of public or municipal educational or scientific

49

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Anatoliy Gavrilenko

organization, which carry out teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or other position in the public and municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: Not a person affiliated with the state or municipal body.

50

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 4

Boris Kovalchuk

First elected to the Board of Directors on June 25, 2009

Year of birth: 1977

Chairman of the Management Board of PJSC "Inter RAO"

Education and professional experience  Higher professional education In 1999 Boris Kovalchuk graduated from Saint Petersburg State University with a spesialisation in Law.

 Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present:

Period Name of company Position from until 2009 2010 Open Joint Stock Company "Inter RAO UES") Acting Chairman of the Management Board 2009 until present Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2010 until present Public Joint Stock Company "Inter RAO UES" Chairman of the Management (before June 8, 2015 - Open Joint Stock Board Company "Inter RAO UES") 2009 2012 First Generating Company of Wholesale Member of the Board of Electricity Market Open Joint Stock Company Directors (from February 01, 2010 - Chairman of the Board of Directors) 2010 2016 InterRAO - WorleyParsons LLC Chairman of the Board of Directors 2010 2014 Open Joint Stock Company for Energy Member of the Board of and Electricity Supply Directors 2010 2011 Wholesale Electricity Market Trading System Member of the Board of Administrator, Open Join Stock Company Directors 2010 2013 Open Joint Stock Company Federal Hydro- Member of the Board of Generating Company - RusHydro Directors

2010 2013 United Energy Retail Company Open Joint Member of the Board of Stock Company Directors

2010 2011 Altayenergosbyt Open Joint Stock Company Chairman of the Board of Directors 2010 2011 Tambov Energy Retail Company Open Joint Member of the Board of 51

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until Stock Company Directors (from January 31, 2011 - Chairman of the Board of Directors) 2010 2012 Saratovenergo Open Joint Stock Company Member of the Board of Directors 2010 2014 Saint Petersburg Retail Company Open Joint Member of the Board of Stock Company Directors (from June 24, 2011 to June 28, 2013 - Chairman of the Board of Directors) 2010 2014 Mosenergosbyt Open Joint Stock Company Member of the Board of Directors (from June 27, 2011 to June 28, 2013 – 2010 until present Russian Public Organization "Russian Union of Member of the Management Industrialists and Entrepreneurs Board

2010 until present Russian Public Association "Russian Union of Member of the Management Industrialists and Entrepreneurs Board

2010 until present Kambartinskaya Hydro Power Plant-1 Closed Chairman of the Board of Joint Stock Company Directors 2011 2012 Third Generating Company of Wholesale Member of the Board of Electricity Market Open Joint Stock Company Directors (from May 11, 2011 to June 15, 2012 - Chairman of the Board of Directors) 2011 2011 INTER RAO - Management of Electric Power Chairman of the Board of Plants, Limited Liability Company Directors 2011 2013 Center for Financial Settlements Open Joint Member of the Board of Stock Company (before April 3, 2012 - Center Directors for Financial Settlements Closed Joint Stock Company) 2011 until present Russian Regional Development Bank Joint Member of the Supervisory Stock Company Board 2010 2013 United Energy Retail Company Open Joint Member of the Board of Stock Company Directors (from November 11, 2010 to January 31, 2012 - Chairman of the Board of Directors) 2012 until present Federal Grid Company of the Unified Energy Member of the Board of System Public Joint Stock Company (before Directors July 8, 2015 - Federal Grid Company of the Unified Energy System Open Joint Stock Company) 2014 until present RIG RESEARCH PTE. LTD Member of the Board of Directors

52

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until 2015 until present National Data Centers Limited Liability Member of the Board of Company Directors  Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies::

Boris Kovalchuk is a member of the Board of Directors of the following companies: 1) PJSC “Inter RAO”; 2) PJSC “FGC UES”. Formerly, he served as Chairman of the Board of Directors of JSC Tambov Energy Retail Company, as well as member of the Board of Directors of JSC RusHydro, Mosenergosbyt JSC, JSC Saratovenergo, JSC , OGK-1 JSC, OGK-3 JSC.  Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Boris Kovalchuk has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Boris Kovalchuk has the title of “Honorary Power Engineer” and is awarded woth the Order of Honour.

Mr. Kovalchul has been awarded woth Commemorative Medal and Order of Friendship "For Great Contribution to the Preparation and Conduct of the XXII Olympic Winter Games and the XI Paralympic Winter Games 2014 in Sochi".

 Boris Kovalchuk is recognized a person affiliated with the Company and the state (under the par. 1-3, article 103 and par.4, article 107 of the Code), therefore, he may not be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

In case of election to the Board of Directors of PJSC "Inter RAO" Boris Kovalchuk will be recognized an executive drector.

Detailed analysis is given in table below.

53

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

- is or has been for the last three Boris Kovalchuk is currently and years a member of executive bodies he has been for the last 3 years a or an employee of the company, member of the collegial organization controlled by the executive body (Chairman of the company, and (or) company's Does not comply. Management Board), and an Par.1 article 103 management organization. employee of PJSC "Inter RAO".

Affiliation with the 1. Company

- is a member of the board of At the time of assessment Boris directors of a legal entity Kovalchuk served of Chairman controlling or controlled by the of the Board of Directors of company, or of a management Par.2 article 103 Does not comply. Kambaratinskaya GES-1 CJSC, organization of such legal entity; the organization controlled by the Company.

54

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

- received during any of the last three years remunerations and (or) other material benefits from the company and (or) organizations controlled by the company in the amount exceeding a half of the Boris Kovalchuk received annual fixed remuneration of a remuneration for acting as member of the company's board of Chairman of the Management Board of PJSC "Inter RAO", the directors. It shall not include Par. 3 article 103 Does not comply. payments and (or) compensations amount of which exceeded a half received as a remuneration and (or) of the annual fixed remuneration reimbursement of expenses on of a member of the Company's performing the duties of a member Board of Directors. of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as

55

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on the company's shares, which constitute over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the Par.4 article 103 Complies. value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

56

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a Par.6 article 103 Complies. member of the management bodies of the organizations providing such services to the company or to these

57

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three years a member of the management bodies of the organizations providing such Par.7 article 103 Complies. services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a rating agency directly engaged in provision of such services to the company.

58

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

- served as a member of the Boris Kovalchuk served company's board of directors for as a member of the Board more than seven years in aggregate. Directors in the following periods: 1. from 25.06.2009 - to 25.06.2010; 2 from 25.06.2010 - to 24.06.2011; 3. from 24.06.2011 - 31.08.2011 on; article 104 Complies. 4. from 31.08.2011 - to 15.02.2012; 5. from 15.02.2012 - 25.06.2012 on; 6. from 25.06.2012 - 25.06.2013 on; 7. to 25.6.2013 - 25.5.2014 on; 8. from 05/25/2014 - 29/05/2015; 9. to 05.29.2015 - present

59

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

time. After June 25, 2016 in case of election to the Board Directors, Boris Kovalchuk will not comply with this subcriteria as he will occupy the position of a member of the Company's Board of Directors in aggregate more than 7 (seven) years. CONCLUSION: A person affiliated with the Company.

- is an employee and (or) member of executive bodies of the company's Affiliation with the major shareholder (legal entity 2. Company's major forming the group of organizations Par.1 article 105 Complies. shareholder which the company's major shareholder is a member of);

60

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the Par.2 article 105 Complies. company's board of directors. These do not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which 61

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

the company's major shareholder is a member of), including those related to the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of He is a member of the Board of directors in more than two legal Directors of only one company entities controlled by the company's Par.3 article 105 Complies. out of the specified category, i.e. major shareholder or by the entity FGC UES JSC - in the Company’s controlling the company's major major shareholder. shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

62

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

- is an employee and (or) member of the management bodies of the company's major contractor or competitor, and of legal entities controlling the major contractor or Par.1 article 106 Complies. competitor of the company or of the organizations controlled by the latter; Affiliation with the

3. Company's major contractororcompetitor - is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or competitor, which constitute more than five per cent of the charter Par.2 article 106 Complies. capital or total amount of voting shares (equity).

63

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a person substituting the positions in the Par.1 article 107 Complies. government bodies, an employee of the Bank of Russia; Affiliation with the 4. state or municipal body

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of Par.2 article 107 Complies. directors, in respect of which a decision on using a special right for participation in governance 64

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Par.3 article 107 Federation, constituent of the Russian Federation or municipal body;

- is or has been for one year Boris Kovalchuk is holding an preceding the election to the office of Chairman of the company's board of directors a Management Board of PJSC member of the executive body or Does not comply. "Inter RAO", the organization other employee with the managerial Par.4 article 107 controlled by the Russian responsibilities of an organization Federation, and he is nominated controlled by the Russian for election to the Board of Federation or municipal body, an Directors of this company. employee of a public or municipal 65

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

unitary enterprise or institution (not including employees of public or municipal educational or scientific organization, which carry out teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or other position in the public and municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the

66

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under No. Group of criteria Independence criteria Governance Code independence Explanations provosions criteria (article) Boris Kovalchuk

Russian Federation, or municipal body.

CONCLUSION: A person affiliated with the state or municipal body.

67

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 5

Vyacheslav Kravchenko

First elected to the Board of Directors on October, 23rd 2008 Year of birth: 1967

Deputy Minister of Energy of the Russian Federation.

Education and professional experience  Higher professional education In 1995, he graduated from Moscow State University named after M.V. Lomonosov with a specialization in Law.

 Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present:

Period Name of company Position from until 2013 until present Ministry of Energy of the Russian Federation Deputy Minister of Energy of the Russian Federation 2012 until present «Federal Grid Company of Unified Energy Chairman of the Board of System», PUBLIC JOINT-STOCK COMPANY Directors (before July 8, 2015 -«Federal Grid Company of Unified Energy System», OPEN JOINT-STOCK COMPANY) 2014 until present Public Joint Stock Company Federal Hydro- Member of the Board of Generating Company - RusHydro (before July Directors 6, 2015 - Open Joint Stock Company Federal Hydro-Generating Company - RusHydro 2015 until present Public Joint Stock Company "Interregional Member of the Board of Distribution Grid Company of Siberia" (before Directors July 10,2015 - Open Joint Stock Company "Interregional Distribution Grid Company of Siberia") 2014 until present Public Joint -Stock Company “Moscow United Member of the Board of Electrical Grid Company” Directors 2012 until present Open Joint Stock Company "System Operator - Chairman of the Board of Unified Energy System" Directors 2008 2015 Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2011 2015 Public Joint Stock Company "Russian network" Member of the Board of (before April 4,.2013 - Open Joint Stock Directors Company "Holding Interregional Distribution Grid Companies ", before July 17, 2015 - Open Joint Stock Company" Russian network ")

68

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until 2012 2014 Open Joint Stock Company "Administrator of Member of the Board of the wholesale electricity market trading system" Directors 2012 2013 Open Joint Stock Company "Administrator of Member of the Management the wholesale electricity market trading system" Board 2011 until present Non-commercial partnership "Market Council on State representative in the the organization of an effective system of Supervisory Board wholesale and retail electricity and capacity» 2012 2013 Non-commercial partnership "Market Council on Chairman of the Management the organization of an effective system of Board wholesale and retail electricity and capacity» 2013 2014 Open Joint Stock Company "Russian Regional Member of the Supervisory Development Bank" Board 2011 2015 Open Joint Stock Company "Financial Member of the Board of Arrangements Centre" (before April 3, 2012 - Directors, Chairman of the Closed Joint Stock Company "Center for Board of Directors Financial Settlements") 2011 2012 Saint Petersburg Retail Company Open Joint Member of the Board of Stock Company Directors

2011 2012 Saratovenergo Open Joint Stock Company Member of the Board of Directors

2011 2012 Mosenergosbyt Open Joint Stock Company Member of the Board of Directors

2011 2012 Tambov Energy Retail Company Open Joint Member of the Board of Stock Company Directors

2011 2012 Altayenergosbyt Open Joint Stock Company Member of the Board of Directors

2011 2012 United Energy Retail Company Open Joint Member of the Board of Stock Company» Directors

2010 2012 United Energy Retail Company Open Joint General Director Stock Company 2009 2011 Open Joint Stock Company "Tomsk Distribution Member of the Board of Company" Directors

2009 2011 Open Joint Stock Company "Tomsk backbone Member of the Board of grids" Directors

2009 2011 Open Joint Stock Company "Kuban Generation Member of the Board of Company"

69

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until Directors

2009 2011 Open Joint Stock Company "Kubanenergosbyt" Member of the Board of Directors

2009 2011 Open Joint Stock Company of Energy and Member of the Board of Electrification of Kuban Directors

2009 2011 Open Joint Stock Company "Kuban electrical Member of the Board of networks" Directors

2009 2011 Open Joint Stock Company "Tomskenergosbyt" Member of the Board of Directors

2008 2011 Limited Liability Company "RN-Energo" General Director 2008 2011 Open Joint Stock Company "Irkutskenergo" Member of the Board of Directors

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:: Vyacheslav Kravchenko is a member of the Board of Directors of the following major energy companies: PJSC "FGC UES", PJSC "RusHydro", PJSC "IDGC of Siberia", PJSC "MOESK". Earlier Mr. Kravchenko was a member of the Board of Directors of JSC "Inter RAO", JSC "Rossetti", JSC "Mosenergosbyt", JSC "Saratovenergo", JSC "Tambov Energy Retail Company", OJSC "Irkutskenergo".

 Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Vyacheslav Kravchenko has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

 Vyacheslav Kravchenko is recognized a person affiliated with the state (under par.1, article 107 of the Code), therefore, he may not be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

Detailed analysis is given in table below.

70

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the Par.1 article 103 Complies. company, and (or) company's management organization.

Affiliation with the - is a member of the board of 1. Company directors of a legal entity controlling or controlled by the company, or of a management Par.2 article 103 Complies. organization of such legal entity;

- received during any of the last three years remunerations and (or) Par. 3 article 103 Complies. other material benefits from the company and (or) organizations

71

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko controlled by the company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

72

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko

- is a shareholder or a beneficiary5 on the company's shares, which constitute over one per cent of the charter capital or total amount of company's voting shares, or the Par.4 article 103 Complies. market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined Par.5 article 103 Complies. (set) by the remuneration committee of the board of directors (by the board of directors) of such

5 Beneficiary on the Company's shares is an individual who gains economic benefit from owning shares (equity) and (or) disposing votes granted on shares (equity) of the Company's charter capital, due to his/her participation in the company, under the contract, or otherwise. 73

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko legal entity, and any of the employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, Par.7 article 103 Complies. auditing, or accounting services to the company or legal entities

74

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko controlled by the company, or has been for the last three years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a rating agency directly engaged in provision of such services to the company.

- served as a member of the Vyacheslav Kravchenko served company's board of directors for as a member of the Board more than seven years in aggregate. Directors in the following periods: 1. from 23.10.2008 – until article 104 Complies. 25.06.2009; 2. from 25.06.2009 – until 25.06.2010; 3. from 25.06.2010 – until 24.06.2011; 75

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko 4. from 24.06.2011 – until 31.08.2011; 5. from 31.08.2011 – until 15.02.2012; 6. from 15.02.2012 – until 25.06.2012; 7. from 25.06.2012 – until 25.06.2013; 8. from 25.06.2013 – until 25.05.2014. 9. from 25.05.2014 – until 29.05.2015.

CONCLUSION: A person affiliated with the Company.

- is an employee and (or) member of Affiliation with the executive bodies of the company's 2. Company's major major shareholder (legal entity Par.1 article 105 Complies. shareholder forming the group of organizations which the company's major 76

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko shareholder is a member of);

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed Par.2 article 105 Complies. remuneration of a member of the company's board of directors. These do not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of 77

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of Vyacheslav Kravchenko hold directors in more than two legal position if aChairman of the Board of Directors in PJSC "FGC entities controlled by the company's Par.3 article 105 Complies. major shareholder or by the entity UES" – a major Company’s controlling the company's major shareholder and is a member of the Board of Directors in 78

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko shareholder. PJSC "IDGC of Siberia" and PJSC "MOESK" - organizations Which are under control of an entity controlling the Company’s Major shareholder (PJSC "Rossetti"). Thus, this candidate does not hold a position of a memenr of the Board of Directors in more than 2 (two) legal entities controlled by the major shareholder of the company or a person/entity which controls the major shareholder of the company.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

Affiliation with the - is an employee and (or) member of Mr. Kravchenko is a member of 3. Par.1 article 106 Does not comply on Company's major the management bodies of the the Board of Directors of PJSC 79

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko contractororcompetitor company's major contractor or formal grounds. "RusHydro". Given that the said competitor, and of legal entities candidate is a representative of controlling the major contractor or the Russian Federation in the competitor of the company or of the Board of Directors of PJSC organizations controlled by the "RusHydro", and, therefore, latter; expresses the state's position, the Nomination and Remuneration Committee considers that this factor is a mere formality. In view of the above, the Nomination and Remuneration Committee does not recognize this candidate as a person affiliated with the Company's major contractor or competitor.

- is an owner of shares (equity) or beneficiaries on shares (equity) of Par.2 article 106 Complies. the company's major contractor or 80

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

Not a person affiliated with the Company's major contractor or competitor, subject to explanations provided in CONCLUSION: this Section.

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a person At the time of the evaluation Affiliation with the substituting the positions in the Vyacheslav Kravchenko is the 4. Par.1 article 107 Does not comply state or municipal body government bodies, an employee of Deputy Minister of Energy of the the Bank of Russia; Russian Federation.

81

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a Par.2 article 107 Complies. decision on using a special right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Federation, constituent of the Par.3 article 107 Russian Federation or municipal body;

82

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko

- is or has been for one year preceding the election to the company's board of directors a member of the executive body or other employee with the managerial responsibilities of an organization controlled by the Russian Federation or municipal body, an employee of a public or municipal Complies. unitary enterprise or institution Par.4 article 107 (not including employees of public or municipal educational or scientific organization, which carry out teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or other position in the public and municipal educational or scientific organization by the decision or with 83

Proxy materials for the Annual General Meeting of Shareholders 2016

Complies/ does not Reference to the comply under Corporate independence Governance Code No. Group of criteria Independence criteria criteria Explanations provosions Vyacheslav (article) Kravchenko the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: A person affiliated with the state or municipal body.

84

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 6 Alexander Lokshin

First elected to the Board of Directors on June 25th, 2010. Year of birth: 1957

Member of the Management Board, First Deputy Director General for Operatrions Management, Rosatom State Nuclear Energy Corporation.

Member of the Nomination and Remuneration Committee of the Board of Directors, PJSC "Inter RAO".

Education and professional experience • Higher professional education

In 1980, Alexander Lokshin graduated from the Kalinin Leningrad Polytechnic Institute (presently, the Saint Petersburg State Polytechnical University) with a major in thermal physics. He continued his education at the Academy of National Economy under the Government of Russian Federation, programme “CEO. Leadership Technology”.

• Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present:

Period Name of company Position from until 2012 until present Rosatom State Nuclear Energy Corporation First Deputy Director General for Operatrions Management 2011 2012 Rosatom State Nuclear Energy Corporation First Deputy General Director - Director of the Directorate for Nuclear Energy Complex 2010 2011 Rosatom State Nuclear Energy Corporation Deputy General Director ‒ Director of the Directorate for Nuclear Energy Complex 2008 until present Rosatom State Nuclear Energy Corporation Member of the Management Board 2010 until present Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2014 until present Atomredmetzoloto Joint Stock Company Member of the Board of (before June 2015 - Atomredmetzoloto Open Directors Joint Stock Company) 2010 until present TVEL Joint Stock Company (before February Member of the Board of 28, 2015 - TVEL Open Joint Stock Company) Directors 2010 until present Russian Concern for Electricity and Heat Chairman of the Board of Energy Generation at Nuclear Power Plants Directors Joint Stock Company (before December 5, 2015 – Russian Concern for Electricity and Heat Energy Generation at Nuclear Power

85

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until Plants Open Joint Stock Company) 2009 until present New Composite Materials Limited Liability Member of the Board of Company " Directors 2009 2012 Atomstroyexport Closed Joint Stock Company Member of the Board of Directors 2009 2012 EGMK-Proekt Open Joint Stock Company " Member of the Board of Directors

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:: Alexander Lokshin is a member of the Board of Directors if PJSC “Inter RAO” since the year 2010.  Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Alexander Lokshin has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Honored Power Engineer of the Russian Federation.

 Alexander Lokshin can be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia (taking into consideration explanation to the section “Affiliation with the state”).

Detailed analysis is given in table below.

86

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

87

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 88

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

89

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 90

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation executive bodies of the company's major with the shareholder (legal entity forming the 2. Company's group of organizations which the Par.1 article 105 Complies. major company's major shareholder is a shareholder member of);

91

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the company's board of directors. These do Par.2 article 105 Complies. not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to 92

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity controlling Par.3 article 105 Complies. the company's major shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

3. Affiliation - is an employee and (or) member of the Par.1 article 106 Complies. with the management bodies of the company's 93

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

Company's major contractor or competitor, and of major legal entities controlling the major contractor or contractor or competitor of the competitor company or of the organizations controlled by the latter;

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

Affiliation - is or has been for one year preceding with the state the election to the company's board of 4. Par.1 article 107 Complies. or municipal directors a public or municipal officer, a body person substituting the positions in the government bodies, an employee of the

94

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

Bank of Russia;

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special Par.2 article 107 Complies. right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with Par.3 article 107 Complies. the directive of the Russian Federation, constituent of the Russian Federation or municipal body;

95

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

- is or has been for one year preceding At the time of assessment the election to the company's board of Alexander Lokshin is a person directors a member of the executive discharging managerial body or other employee with the responsibilities and a member of managerial responsibilities of an the collegial executive body organization controlled by the Russian (Board) of Rosatom State Nuclear Federation or municipal body, an Energy Corporation, an employee of a public or municipal organization controlled by the unitary enterprise or institution (not Does not comply Russian Federation, and was Par.4 article 107 including employees of public or on formal grounds. nominated for election to the municipal educational or scientific Board of Directors of PJSC “Inter organization, which carry out teaching RAO” a company in which 20 or research activity and are not the percent of the share capital/voting persons appointed (approved) to the shares are under control of the position of a sole executive body or Russian Federation. other position in the public and In addition Alexander Lokshin is municipal educational or scientific on the Board of Directors of OJSC organization by the decision or with the TVEL, JSC Atomredmetzoloto and 96

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

consent of the government agencies OJSC Concern , (local government agencies), when this entities belonging to Rosatom person is nominated for election to the State Nuclear Energy Corporation company's board of directors, in which Group over 20 per cent of the charter capital Alexander Lokshin is an or voting shares are controlled by the acknowledged expert in electric Russian Federation, constituent of the power engineering and in practice Russian Federation, or municipal body. substantiates his position on the agenda issues by voting exclusively based on his own experience and expertise. Position of this nominee on the issues of the Board’s agenda is independent. In addition the Russian Federation, the RF subject entity or a municipality has not nominated this candidate for election to the Board of Directors 97

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Alexander Lokshin (article)

of PJSC “Inter RAO”, nor does this candidate vote according to written instructions of the Russian Federation (directives). In view of the above, the Nomination and Remuneration Committee does not deem the nominee a person affiliated with the state. The Committee hereby recommends to the Board of Directors to recognize Alexander Lokshin an independent director (if he is elected at the Annual General Meeting of Shareholders held upon the results of 2015).

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

98

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 7

Andrei Murov

First elected to the Board of Directors on: May 25, 2014.

Year of birth: 1970

Chairman of the Management Board, PJSC FCG UES.

Education and professional experience  Higher professional education In 1993, Andrei Murov graduated from the Law Department of the Saint Petersburg State University, specialization in law. In 1998, he finished enhanced training at the Interdepartmental Institute for Professional Development and Retraining of Management, programme “Financial Management”. In 2009, he graduated from State University of Civil Aviation, specialty “Transport Process Organization and Control (Air Transport)”. Doctor of Science, Economics  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present:

Period Name of company Position from until 2007 2012 Airport Pulkovo Open Joint Stock Company General Director 2012 2012 Holding of Interregional Distribution Grid Deputy General Director, Companies Open Joint Stock Company Acting General Director 2012 2013 Federal Grid Company of the Unified Energy First Deputy Chairman of the System Open Joint Stock Company Management Board 2012 2013 Open Joint stock company «ROSSETI» (before Executive Director Member of April 4, 2013 - Holding of Interregional the Management Board Distribution Grid Companies Open Joint Stock Company) 2012 until present Federal Grid Company of the Unified Energy Member of the Management System Public Joint Stock Company (before Board July 8, 2015 - Federal Grid Company of the Unified Energy System Open Joint Stock Company) 2012 2012 Interregional Distribution Grid Company of Ural Member of the Board of Open Joint Stock Company Directors 2012 2013 Interregional Distribution Grid Company of Председатель Совета Volga Open Joint Stock Company директоров 2012 2013 Interregional Distribution Grid Company of the Председатель Совета Center Open Joint Stock Company директоров 2012 2013 Open Joint Stock Company for Energy and Member of the Board of 99

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until Electricity Supply of Kuban Directors 2012 2013 Open Joint Stock Company for Energy and Председатель Совета Electricity Supply Lenenergo директоров 2012 2014 Interregional Distribution Grid Company of the Председатель Совета North-West Open Joint Stock Company директоров 2012 2013 Open Joint -Stock Company “Moscow United Member of the Board of Electrical Grid Company” ") Directors 2013 until present Public Joint stock company «ROSSETI» Member of the Board of (before July, 17.2015 - Open Joint stock Directors company «ROSSETI» ) 2013 until present. Federal Grid Company of the Unified Energy Member of the Board of System Public Joint Stock Company (before Directors July 8, 2015 - Federal Grid Company of the Unified Energy System Open Joint Stock Company) 2013 until present Federal Grid Company of the Unified Energy Chairman of the Management System Public Joint Stock Company (before Board July 8, 2015 - Federal Grid Company of the Unified Energy System Open Joint Stock Company) 2014 until present Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2015 until present «System Operator of the United Power Member of the Board of System», Joint-stock Company Directors 2015 until present Non-Commercial Partnership "Russian National Chairman of RNC CIGRE Committee of the International Council for Major High-Voltage Electrical Systems" (RNC CIGRE)

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:

In the period from 2012 until 2013 Andrei Murov occupied position of the First Deputy Chairman of the Management Board of JSC “FCG UES”, currently holds the position of a member of the Board of Directors and Management Board of PJSC :FGC UES”.

Also, from 2012 to 2013 the said candidate held the position of executive director, member of the Management Board of OJSC "ROSSETI" and since 2013 is a member of the Board of Directors of PJSC "ROSSETI".

Also Andrei Murov served in the Board of Directors of the following companies: Open Joint-Stock Company Central Interregional Distribution Grid Company, Open Joint-Stock Company Volga Interregional Distribution Grid Company, Open Joint-Stock Company Urals Interregional Distribution Grid Company, Open Joint Stock Company Interregional Distribution Grid Company of the North-West, Open Joint-Stock Company Lenenergo, PJSC “MOESK”.

100

Proxy materials for the Annual General Meeting of Shareholders 2016

 Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Andrei Murov has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Awarded the Medal of the Order of Merit for the Fatherland, II grade, Order of Honor, has Certificates of Merit and appreciation of the Governor and the administration of Saint Petersburg.

An honorable worker of transport of Russia.

 Andrei Murov is a person affiliated with the Company’s major shareholder and with the state (under the par. 1-2, article 105 and par.4, article 107 of the Code), therefore, he may not be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

Detailed analysis is given in table below.

101

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

102

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 103

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

104

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 105

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of At the time of assessment Andrei executive bodies of the company's major Murov is an employee and a Affiliation shareholder (legal entity forming the member of collegial executive with the group of organizations which the body (Chairman of the 2. Company's company's major shareholder is a Par.1 article 105 Does not comply Management Board) of PJSC “FCG major member of); UES”, which is a shareholder of shareholder PJSC “Inter RAO UES”, holding together with its affiliates 18.57% voting shares, making up the 106

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

Company’s charter capital.

- received during any of the last three In addition to being a member of years remuneration and (or) other the Board of Directors of PJSC “FCG material benefits from the company's UES”, since 2012 Andrei Murov major shareholder (legal entity forming has occupied the position of the the group of organizations which the member of thr Management Board company's major shareholder is a and starting from 2013 – a member of) in the amount exceeding a Chairman of the Management half of the value of the annual fixed Board of this company. remuneration of a member of the Par.2 article 105 Does not comply PJSC “FCG UES” is a major company's board of directors. These do shareholder of PJSC “Inter RAO not include payments and (or) UES”. compensations received as remuneration and (or) reimbursement Consequently, Andrei Murov for serving as a member of the board of during the last three years directors (committee of the board of received other payments not directors) of a company's major related to remuneration and (or) shareholder (legal entity forming the reimbursement of expenses group of organizations which the incurred in fulfillment of his duties

107

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

company's major shareholder is a as a director from a major member of), including those related to shareholder of PJSC “Inter RAO the insurance of their responsibility as UES”, in the amount exceeding half members of the board of directors, as of the annual fixed remuneration well as income and other payments of a member of the Company’s received by these persons on securities Board of Directors. of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors Currently, Andrei Murov is a in more than two legal entities member of the Board of Directors controlled by the company's major of only one company, complying shareholder or by the entity controlling Par.3 article 105 Complies. for this category: OJSC Russian the company's major shareholder. Grids – company controlled by the major shareholder of PJSC “Inter RAO UES” (PJSC “FCG UES”).

CONCLUSION: A person affiliated with the Company's major shareholder.

108

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

- is an employee and (or) member of the management bodies of the company's major contractor or competitor, and of legal entities controlling the major Par.1 article 106 Complies. Affiliation contractor or competitor of the with the company or of the organizations Company's controlled by the latter; 3. major contractor or - is an owner of shares (equity) or competitor beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

Affiliation - is or has been for one year preceding 4. with the state the election to the company's board of Par.1 article 107 Complies. or municipal directors a public or municipal officer, a 109

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

body person substituting the positions in the government bodies, an employee of the Bank of Russia;

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special Par.2 article 107 Complies. right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the Par.3 article 107 Complies. board of directors in accordance with the directive of the Russian Federation,

110

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

constituent of the Russian Federation or municipal body;

- is or has been for one year preceding the election to the company's board of At the time of assessment Andrei directors a member of the executive Murov is a person discharging body or other employee with the managerial responsibilities and a managerial responsibilities of an member of the collegial executive organization controlled by the Russian body (Board) of PJSC “FCG UES”, Federation or municipal body, an an organization controlled by the Does not comply Russian Federation, and was employee of a public or municipal Par.4 article 107 unitary enterprise or institution (not nominated for election to the including employees of public or Board of Directors of PJSC “Inter municipal educational or scientific RAO” a company in which 20 organization, which carry out teaching percent of the share capital/voting or research activity and are not the shares are under control of the persons appointed (approved) to the Russian Federation. position of a sole executive body or other position in the public and 111

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Andrei Murov (article)

municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: A person affiliated with the state or municipal body, subject to explanations provided in this Section.

112

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex #8

Ronald (Ron) James Pollett

Year of birth: 1969

Vice President GE, President and CEO of GE in Russia and CIS.

Member of the Audit Committee and Nomination and Remuneration Committee, PJSC “Inter RAO”.

Education and professional experience  Higher professional education In 1991 he graduated from the Kolgate University (State of New York) with honors mastering in Sovietology.  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2003 until present GE Rus Limited Liability Company General Director 2007 until present US Chamber of Commerce in Russia Chairman of the Board of Directors 2001 until present US Chamber of Commerce in Russia Member of the Board of Directors 2008 until present GE International, Inc. (USA), Moscow Branch Head of the Branch 2008 2015 General Electric Company President and CEO of GE in Russia and CIS 2015 until present General Electric Company GE Vice President, President and CEO of GE in Russia and CIS 2009 until present GE Infra Limited Liability Company General Director 2013 until present Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES")

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:

President and CEO of General Electric in Russia and the CIS, a General Electric Group company, and hold a position of Vice-Presindent in GE – company listed on the NYSE.

 Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Ron Pollett has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the

113

Proxy materials for the Annual General Meeting of Shareholders 2016

Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

 Ron J. Pollett can be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia

Detailed analysis is given in table below.

114

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the 1. Company - is a member of the board of directors of a legal entity controlling or

controlled by the company, or of a management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three Par. 3 article 103 Complies. years remunerations and (or) other

115

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

material benefits from the company and (or) organizations controlled by the company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

116

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

- is a shareholder or a beneficiary on the company's shares, which constitute over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual Par.4 article 103 Complies. remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board Par.5 article 103 Complies. of directors (by the board of directors) of such legal entity, and any of the employees and (or) members of the company's executive bodies is a member

117

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

of this committee (board of directors);

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the Par.7 article 103 Complies. company, or has been for the last three years a member of the management bodies of the organizations providing 118

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation executive bodies of the company's major with the shareholder (legal entity forming the 2. Company's Par.1 article 105 Complies. group of organizations which the major company's major shareholder is a shareholder member of); 119

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the Par.2 article 105 Complies. company's board of directors. These do not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the

120

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

company's major shareholder is a member of), including those related to the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity controlling Par.3 article 105 Complies. the company's major shareholder.

CONCLUSION: A person affiliated with the Company's major shareholder.

121

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

- is an employee and (or) member of the At the time of assessment there

management bodies of the company's are mutual obligations between

major contractor or competitor, and of PJSC “Inter RAO” and General legal entities controlling the major Electric Group is as follows: 0.41 % contractor or competitor of the of the book value of the assets held company or of the organizations by PJSC “Inter RAO” acc. to IFRS Affiliation controlled by the latter; financial statements as of with the 12/31/2015 and 0.29 % of the 3. Company's revenues of PJSC “Inter RAO” acc. major Par.1 article 106 Complies. to IFRS financial statements for contractor or 2015 and less than 2 % of the book competitor value of the assets held or revenues (incomes) posted by General Electric Group for 2015 acc. To consolidated financial statements. Therefore, the Nomination and Remuneration Committee does not

recognize this nominee as a person

122

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

affiliated with the Company's major contractor or competitor. The Committee hereby recommends to the Board of Directors to recognize Ronald James Pollett an independent director (if he is elected at the Annual General Meeting of Shareholders held upon the results of 2015).

- is an owner of shares (equity) or beneficiaries on shares (equity) of the

company's major contractor or competitor, which constitute more than Par.2 article 106 Complies. five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

123

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a person substituting the positions in the government bodies, an employee of the Par.1 article 107 Complies. Bank of Russia;

Affiliation with the state 4. or municipal body - is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special Par.2 article 107 Complies. right for participation in governance ("golden share") has been made;

124

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Federation, Par.3 article 107 Complies. constituent of the Russian Federation or municipal body;

- is or has been for one year preceding the election to the company's board of directors a member of the executive body or other employee with the managerial responsibilities of an organization controlled by the Russian Par.4 article 107 Complies. Federation or municipal body, an employee of a public or municipal unitary enterprise or institution (not including employees of public or municipal educational or scientific

125

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Ronald James Pollett (article)

organization, which carry out teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or other position in the public and municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

126

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 9

Nikolai Rogalev

First elected to the Board of Directors on: May 29, 2015.

Year of birth: 1962

Rector of the National Research University «Moscow Power Engineering Institute» (MEI). Member of the Audit Committee of the Board of Directors, PJSC “Inter RAO’.

Education and professional experience  Higher professional education Master in Engineering, Moscow Power Engineering Institute, 1985; Doctor of Philosophy, Moscow Power Engineering Institute, 1988; Doctor of Science, Moscow Power Engineering Institute, 1999; Certified senior researcher, Moscow Power Engineering Institute, 1994, professor, Moscow Power Engineering Institute, 2005. Seconded (as a leading researcher) to the Innovation, Creativity and Capital Institute, University of Texas at Austin (USA, 1996), a visiting scholar at University of Texas, Austin, USA (1994, 1997).  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2001 2013 Federal State Educational Establishment Department chair, professor “National Research University «Moscow Power (concurrently) Engineering Institute» (MEI) 2010 2012 Closed Joint-Stock Company “Escotek” Research Advisor - First Deputy General Director 2012 2012 “Energy Without Borders” Science, Technology Deputy CEO of the Foundation and Innovation Fund 2013 until present Federal State Educational Establishment Rector “National Research University «Moscow Power Engineering Institute» (MEI) 2001 2013 Federal State Educational Establishment Department chair, professor “National Research University «Moscow Power (concurrently) Engineering Institute» (MEI) 2015 until present Federal State Educational Establishment Department chair, professor “National Research University «Moscow Power (concurrently) Engineering Institute» (MEI) 2013 until present Public Joint stock company «ROSSETI» Member of the committee for (before July, 17.2015 - Open Joint stock the interaction with the society, company «ROSSETI» ) consumers, governmental authorities, and for information policy 2013 until present Public Joint stock company «ROSSETI» Member of the Strategy (before July, 17.2015 - Open Joint stock Committee company «ROSSETI» )

127

Proxy materials for the Annual General Meeting of Shareholders 2016

2014 2015 Engineering Center Gas Turbine Technologies Member of the Board of LLC Directors 2015 until present Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2016 until present Non-Commercial Partnership "Scientific and President Technical Council of the Unified Energy System"

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:: Since 2015 Nikolai Rogalev is a member of the Board of Directors of PJSC “Inter RAO”. Also Nikolai Rogalev is a member of the Committee for the interaction with the society, consumers, governmental authorities, and for information policy, PJSC “ROSSETI”.  Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Nikolai Rogalev has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Nikolai Rogalev has been awarded with a commendation by the Ministry of Energy and Electrification of the USSR (1986). He was also awarded with the medal "For merits in the field of ecology named after. N.K. Roerich granted by the International Academy of Ecology, Human and NatureSafety (2011), Award of the Government of the Russian Federation in the field of science and technology (2008); with a medal "For Valiant Labor" of the Government of Moscow city (2006). Honored Worker of UES of Russia (2005), with a Certificate of Merit of the Ministry of Fuel and Energy of the Russian Federation (2000).

 Nikolai Rogalev can be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia (taking into consideration explanation to the section “Affiliation with the state”).

Detailed analysis is given in table below.

128

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

129

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 130

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

131

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 132

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation executive bodies of the company's major with the shareholder (legal entity forming the 2. Company's group of organizations which the Par.1 article 105 Complies. major company's major shareholder is a shareholder member of);

133

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the company's board of directors. These do Par.2 article 105 Complies. not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to 134

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity controlling Par.3 article 105 Complies. the company's major shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

3. Affiliation - is an employee and (or) member of the Par.1 article 106 Complies. with the management bodies of the company's 135

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

Company's major contractor or competitor, and of major legal entities controlling the major contractor or contractor or competitor of the competitor company or of the organizations controlled by the latter;

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

Affiliation - is or has been for one year preceding with the state the election to the company's board of 4. Par.1 article 107 Complies. or municipal directors a public or municipal officer, a body person substituting the positions in the government bodies, an employee of the

136

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

Bank of Russia;

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special Par.2 article 107 Complies. right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with Par.3 article 107 Complies. the directive of the Russian Federation, constituent of the Russian Federation or municipal body;

137

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

- is or has been for one year preceding As Nikolai Rogalev is the principal the election to the company's board of of a higher educational institution directors a member of the executive – NRU MEI – and was elected to body or other employee with the this position by the resolution of managerial responsibilities of an the conference of scientific and organization controlled by the Russian pedagogical workers, other Federation or municipal body, an categories of the university employee of a public or municipal employees and students of June unitary enterprise or institution (not Does not comply 27, 2013, and approved in this Par.4 article 107 including employees of public or on formal grounds. position by Order No. 12-07- municipal educational or scientific 03/155 of the Ministry of organization, which carry out teaching Education and Science of or research activity and are not the September 30, 2013. persons appointed (approved) to the Nikolai Rogalev is an position of a sole executive body or acknowledged expert in electric other position in the public and power engineering and in practice municipal educational or scientific substantiates his position on the organization by the decision or with the agenda issues by voting 138

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

consent of the government agencies exclusively based on his own (local government agencies), when this experience and expertise (a person is nominated for election to the supported by a respective letter company's board of directors, in which dated March 23, 2016). over 20 per cent of the charter capital In addition, the Russian or voting shares are controlled by the Federation, its subject entity or a Russian Federation, constituent of the municipality have not nominated Russian Federation, or municipal body. this candidate for election to the Board of Directors of PJSC “Inter RAO”, nor does this candidate vote according to written instructions of the Russian Federation (directives). In view of the above, the Nomination and Remuneration Committee does not deem the nominee a person affiliated with the state.

139

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Nikolai Rogalev (article)

The Committee hereby recommends to the Board of Directors to recognize Nikolai Rogalev an independent director (if he is elected at the Annual General Meeting of Shareholders held upon the results of 2015).

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

140

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 10 Elena Sapozhnikova

Year of birth: 1978

Executive Director of UCP Group of companies.

Education and professional experience  Higher professional education In 2000 Elena Sapozhnikova has graduated from Lomonosov State University of Moscow .  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2013 until present United Capital Partners Advisory LLC Executive Director of UCP Group of companies 2013 2013 Freshfields Brukhaus Deringer LLP (Great Lawyer Britain), Moscow Branch (Russian Federation) 2004 2013 Freshfields Brukhous Deringer (Great Britain), Lawyer Representative Office in Moscow, from September 8, 2008 renamed for the Representative Office of Freshfields Brukhaus Deringer LLP (Great Britain) in Moscow

 Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Elena Sapozhnikova has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

 Elena Sapozhnikova is a person affiliated with the Company’s major shareholder (under the par. 1-2, article 105 of the Code), therefore, she may not be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

Detailed analysis is given in table below.

141

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the 1. - is a member of the board of directors Company of a legal entity controlling or controlled by the company, or of a management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and 142

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

(or) organizations controlled by the company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

143

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

- is a shareholder or a beneficiary on the company's shares, which constitute over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual Par.4 article 103 Complies. remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board Par.5 article 103 Complies. of directors (by the board of directors) of such legal entity, and any of the employees and (or) members of the company's executive bodies is a member

144

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

of this committee (board of directors);

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the Par.7 article 103 Complies. company, or has been for the last three years a member of the management bodies of the organizations providing 145

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation At the time of assessment Elena executive bodies of the company's major with the Sapozhnikova holds the position of shareholder (legal entity forming the 2. Company's Par.1 article 105 Does not comply Executive Director of UCP Group of group of organizations which the major companies in United Capital company's major shareholder is a shareholder Partners Advisory LLC - an entity member of); from the group of companies, 146

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

which includes a major shareholder of the Company (UCP SEA RESOURCES LTD). UCP SEA RESOURCES LTD owns 9.6828% of the voting shares of the Company, and in this regard shall be recognized as the major shareholder of PJSC "Inter RAO".

- received during any of the last three At the time of assessment Elena years remuneration and (or) other Sapozhnikova holds the position of material benefits from the company's Executive Director of UCP Group of major shareholder (legal entity forming companies in United Capital the group of organizations which the Partners Advisory LLC - an entity Par.2 article 105 Does not comply company's major shareholder is a from the group of companies, member of) in the amount exceeding a which includes UCP SEA half of the value of the annual fixed RESOURCES LTD. remuneration of a member of the company's board of directors. These do UCP SEA RESOURCES LTD is a not include payments and (or) major shareholder of PJSC "Inter 147

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

compensations received as RAO". remuneration and (or) reimbursement Consequently, Elena Sapozhnikova for serving as a member of the board of during the last three years directors (committee of the board of received other payments not directors) of a company's major related to remuneration and (or) shareholder (legal entity forming the reimbursement of expenses group of organizations which the incurred in fulfillment of his duties company's major shareholder is a as a director from a major member of), including those related to shareholder of PJSC “Inter RAO the insurance of their responsibility as UES”, in the amount exceeding half members of the board of directors, as of the annual fixed remuneration well as income and other payments of a member of the Company’s received by these persons on securities Board of Directors. of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors Par.3 article 105 Complies. in more than two legal entities

148

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

controlled by the company's major shareholder or by the entity controlling the company's major shareholder.

CONCLUSION: A person affiliated with the Company's major shareholder.

- is an employee and (or) member of the management bodies of the company's major contractor or competitor, and of legal entities controlling the major Par.1 article 106 Complies. Affiliation contractor or competitor of the with the company or of the organizations Company's controlled by the latter; 3. major contractor or - is an owner of shares (equity) or competitor beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

149

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a Par.1 article 107 Complies. person substituting the positions in the government bodies, an employee of the Bank of Russia;

Affiliation - is a representative of the Russian with the state 4. Federation, constituent of the Russian or municipal Federation or municipal body in the body company's board of directors, in respect Par.2 article 107 Complies. of which a decision on using a special right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the Par.3 article 107 Complies. board of directors in accordance with 150

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

the directive of the Russian Federation, constituent of the Russian Federation or municipal body;

- is or has been for one year preceding the election to the company's board of directors a member of the executive body or other employee with the managerial responsibilities of an organization controlled by the Russian Federation or municipal body, an

employee of a public or municipal Par.4 article 107 Complies. unitary enterprise or institution (not including employees of public or municipal educational or scientific organization, which carry out teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or other position in the public and

151

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Elena Sapozhnikova (article)

municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

152

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 12

Igor Sechin

First elected to the Board of Directors on: October 23, 2008. Fulfilled director’s duties until June 24, 2011. Re-elected to the Board of Directors June 25, 2013.

Year of birth: 1960

President, Chairman of the Management Board, Deputy Chairman of the Board of Directors of Rosneft Oil Company

Education and professional experience  Higher professional education In 1984, Igor Sechin graduated from Leningrad State University. Ph.D in Economics.  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2008 2012 Government of the Russian Federation Deputy Chairman of the Government of the Russian Federation 2009 until present National Oil Consortium LLC Member of the Board of Directors, Chairman of the Board of Directors 2012 until present Limited Liability Company "Professional hockey Chairman of the Supervisory club CSKA" Board 2012 until present Joint Stock Company "ROSNEFTEGAZ" Chairman of the Board of (before October 3, 2016 – Open Joint Stock Directors Company "ROSNEFTEGAZ") 2012 until present Rosneft Oil Company President, Chairman of the Management 2012 until present Rosneft Oil Company Deputy Chairman of the Board of Directors from 2013 until present (from 2012 to 2013 - member of the Board of Directors) 2012 2015 Limited Liability Company "Joint research and Member of the Board of development center" Directors, Chairman of the Board of Directors 2013 2014 Open Joint Stock Company "RN Management" President (in 2013 - Chairman (before June,26.2013 – OJSC «TNK-ВР of the Management Board)

153

Proxy materials for the Annual General Meeting of Shareholders 2016

Period Name of company Position from until Management») (concurrently) 2013 until present Public Joint Stock Company "Inter RAO UES" Chairman of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2013 2014 Rosneft limited Member of the Board of Directors 2013 until present SARAS S.p.A. Member of the Board of Directors 2014 2015 Joint-Stock Company “Far-Easter Shipbuilding Chairman of the Board of and Repair Company” Directors 2014 until present Joint Stock Company “St. Petersburg Chairman of the Board of International Mercantile Exchange”. Directors 2014 until present Pirelli & C. S.p.А Member of the Board of Directors

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies: Igor Sechin is Chairman of the Board of Directors of PJSC “Inter RAO” and Deputy Chairman of the Board of Directors and President, Chairman of the Management Board of Rosneft Oil Company.  Information on assessment of the proffesional qualifications and on compliance with independence criteria:

 According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Igor Sechin has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Igor Sechin has extensive experience of work in senior positions. In June, 2012 he was appointed by the Decree of the President of the Russian Federation as Executive Secretary of the Presidential Commission of the Russian Federation for strategy development in fuel and energy complex and ecological safety .

 Igor Sechin is a person affiliated with the Company’s major shareholder and with the state (under the par. 1-2, article 105 and par.4, article 107 of the Code), therefore, he may not be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

Detailed analysis is given in table below.

154

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

155

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 156

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

157

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 158

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of At the time of assessment Igor executive bodies of the company's major Sechin is an employee and a Affiliation shareholder (legal entity forming the member of collegial executive with the group of organizations which the body (Chairman of the 2. Company's company's major shareholder is a Par.1 article 105 Does not comply Management Board) of Rosneft Oil major member of); Company – an entity from the shareholder group of companies, which includes the Company’s major shareholder (JSC ROSNEFTEGAZ). 159

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

- received during any of the last three Igor Sechin holds position of years remuneration and (or) other a President, Chairman of the material benefits from the company's Management Board, Deputy major shareholder (legal entity forming Chairman of the Board of Directors the group of organizations which the of Rosneft Oil Company - legal company's major shareholder is a entity from the group of member of) in the amount exceeding a companies comprising the half of the value of the annual fixed Company’s major shareholder - remuneration of a member of the (JSC ROSNEFTEGAZ). company's board of directors. These do Par.2 article 105 Does not comply not include payments and (or) Consequently, Igor Sechin during compensations received as the last three years received other remuneration and (or) reimbursement payments not related to for serving as a member of the board of remuneration and (or) directors (committee of the board of reimbursement of expenses directors) of a company's major incurred in fulfillment of his duties shareholder (legal entity forming the as a director from a major group of organizations which the shareholder of PJSC “Inter RAO”, in company's major shareholder is a the amount exceeding half of the member of), including those related to annual fixed remuneration of a 160

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

the insurance of their responsibility as member of the Company’s Board members of the board of directors, as of Directors. well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors Igor Sechin is Chairman of the in more than two legal entities Board of Directors of National Oil controlled by the company's major Consortium LLC (affiliate of shareholder or by the entity controlling Rosneft Oil Company) and Deputy the company's major shareholder. Chairman of the Board of Directors Par.3 article 105 Complies. of Rosneft Oil Company (entity controlled by the Company’s major shareholder). Based on the foregoing, this candidate does not serve in more than two legal entities controlled 161

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

by the company's major shareholder or by the entity controlling the company's major shareholder.

CONCLUSION: A person affiliated with the Company's major shareholder.

- is an employee and (or) member of the management bodies of the company's major contractor or competitor, and of Affiliation legal entities controlling the major Par.1 article 106 Complies. with the contractor or competitor of the Company's company or of the organizations 3. major controlled by the latter; contractor or competitor - is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or

162

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a person substituting the positions in the government bodies, an employee of the Par.1 article 107 Complies. Bank of Russia; Affiliation with the state 4. or municipal body - is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the Par.2 article 107 Complies. company's board of directors, in respect of which a decision on using a special right for participation in governance

163

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Federation, Par.3 article 107 Complies. constituent of the Russian Federation or municipal body;

- is or has been for one year preceding At the time of assessment Igor the election to the company's board of Sechin is a person discharging directors a member of the executive managerial responsibilities and a body or other employee with the Does not comply member of the collegial executive managerial responsibilities of an Par.4 article 107 body (Chairman of the

organization controlled by the Russian Management Board) of Rosneft Oil Federation or municipal body, an Company - a legal entity controlled employee of a public or municipal by the Russian Federation, and unitary enterprise or institution (not was nominated for election to the 164

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Igor Sechin (article)

including employees of public or Board of Directors of PJSC “Inter municipal educational or scientific RAO” - a company in which 20 organization, which carry out teaching percent of the share capital/voting or research activity and are not the shares are under control of the persons appointed (approved) to the Russian Federation. position of a sole executive body or other position in the public and municipal educational or scientific organization by the decision or with the consent of the government agencies (local government agencies), when this person is nominated for election to the company's board of directors, in which over 20 per cent of the charter capital or voting shares are controlled by the Russian Federation, constituent of the Russian Federation, or municipal body.

CONCLUSION: A person affiliated with the state or municipal body, subject to explanations provided in this Section.

165

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex #12

Denis Fedorov

First elected to the Company’s Board of Directors: June 24, 2011. Year of birth: 1978

Head of the Directorate for Power Sector Development and Marketing in Power Generation, PJSC “GAZPROM”

Education and professional experience  Higher professional education In 2001 Denis Fedorov graduated from the Bauman Moscow State Technical University, mastering “Economic Manager”. In 2003 he graduated from the Moscow Power Engineering Institute (Technological University), postgraduate study, mastering in Economics and Industrial Thermal Power Engineering. Ph.D in Economics  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position с по 2007 until present Public Joint-Stock Company“GAZPROM” Head of the Directorate for (before July 20, 2015 - Public Joint-Stock Power Sector Development Company“GAZPROM”) and Marketing in Power Generation 2007 until present Публичное Mosenergo Public Joint Stock Member of the Board of Company (until June, 2015 - Mosenergo Open Directors Joint Stock Company) 2009 until present OJSC Tyumen Energy Retail Company Chairman of the Board of Directors 2009 until present JOINT STOCK COMPANY «TERRITORIAL Member of the Board of GENERATING COMPANY №1» Directors 2009 until present Joint Stock Company “Centerenergyholding” Member of the Board of (before August, 2015 - Open Joint Stock Directors Company “Centerenergyholding”) 2009 until present Joint Stock Company “Centerenergyholding” General Director (before August, 2015 - Open Joint Stock Company “Centerenergyholding”) 2009 until present. Limited Liability Company “Gazprom General Director Energoholding” 2011 until present Non-commercial partnership "Council of Energy Member of the Supervisory Producers" Board 2011 until present. Public Joint Stock Company "Inter RAO UES" Member of the Board of (before June 8, 2015 - Open Joint Stock Directors Company "Inter RAO UES") 2011 until present Limited Liability Company "Heat Distribution Member of the Board of Company" Directors 166

Proxy materials for the Annual General Meeting of Shareholders 2016

2011 until present Public Joint Stock Company "Second Chairman of the Board of Generation Company of the Wholesale Directors Electricity Market " (before June, 24 2015 - Open Joint Stock Company "Second Generation Company of the Wholesale Electricity Market ") 2013 until present Non-commercial partnership "Center for Member of the Supervisory Innovation and Energy Technology " Board 2013 until present Public Joint -Stock Company “Moscow United Chairman of the Board of Electrical Grid Company” (unitl July, 11 2015 – Directors Open Joint -Stock Company “Moscow United Electrical Grid Company” ") 2015 until present Limited Liability Company "GEH-Engineering" Chairman of the Board of Directors

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:

Denis Fedorov is a member of the Board of Directors in the following utilities companies: PJSC “Inter RAO”, PJSC “OGK-2”, PJSC “Mosenergo”, OJSC TGК-1.

He is also a member of the Board of Directors of PJSC “FGC UES”.

Since 2007 Mr. Fedorov is Head of the Directorate for Power Sector Development and Marketing in Power Generation in PJSC “GAZPROM”.

 Information on assessment of the proffesional qualifications and on compliance with independence criteria:

 According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Denis Fedorov has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

In 2003, he was named the best young scientist of Russia in the field of Physical and Mathematical Sciences.

Author of 15 scientific publications and two books.

 Denis Fedorov is a person affiliated with the Company’s major contractor and with Company’s competitor (under the par. 1, article 106 of the Code), therefore, this candidate may not be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia.

Detailed analysis is given in table below.

167

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

168

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 169

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

170

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 171

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation executive bodies of the company's major with the shareholder (legal entity forming the 2. Company's group of organizations which the Par.1 article 105 Complies. major company's major shareholder is a shareholder member of);

172

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the company's board of directors. These do Par.2 article 105 Complies. not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to 173

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity controlling Par.3 article 105 Complies. the company's major shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

Affiliation - is an employee and (or) member of the Does not comply At the time of assessment Denis 3. Par.1 article 106 with the management bodies of the company's Fedorov occupies the position of a 174

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

Company's major contractor or competitor, and of solу executive body (CEO) at LLC major legal entities controlling the major Gazprom Energoholding –a contractor or contractor or competitor of the competitor of PJSC “Inter RAO”. competitor company or of the organizations Also, Mr. Fedorov serves as controlled by the latter; Chairman of the Board of Directors of PJSC "OGK-2" (a competitor of the Company) and is a member of the Board of Directors of PJSC "Mosenergo" (a competitor of the Company, controlled by "Gazprom energoholding" LLC). In addition, Denis Fedorov is an employee of PJSC "Gazprom" - the legal entity controlling the Company's major countractor (JSC "Gazprom energoremont" previously - JSC "Mezhregionenergostroy).

175

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

- is or has been for one year preceding the election to the company's board of directors a public or municipal officer, a Affiliation person substituting the positions in the Par.1 article 107 Complies. with the state government bodies, an employee of the 4. or municipal Bank of Russia; body

- is a representative of the Russian Par.2 article 107 Complies.

176

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with the directive of the Russian Federation, Par.3 article 107 Complies. constituent of the Russian Federation or municipal body;

- is or has been for one year preceding At the time of assessment Denis Does not comply the election to the company's board of Par.4 article 107 Fedorov is a person discharging directors a member of the executive on formal grounds. managerial responsibilities and a body or other employee with the member of the collegial executive 177

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

managerial responsibilities of an body (Head of the Directorate for organization controlled by the Russian Power Sector Development and Federation or municipal body, an Marketing in Power Generation) of employee of a public or municipal PJSC “GAZPROM” – a legal entity unitary enterprise or institution (not controlled by the Russian including employees of public or Federation, and was nominated for municipal educational or scientific election to the Board of Directors organization, which carry out teaching of PJSC “Inter RAO”- a company in or research activity and are not the which 20 percent of the share persons appointed (approved) to the capital/voting shares are under position of a sole executive body or control of the Russian Federation. other position in the public and However, the Russian municipal educational or scientific Federation, the RF subject entity organization by the decision or with the or a municipality has not consent of the government agencies nominated this candidate for (local government agencies), when this election to the Board of Directors person is nominated for election to the of PJSC “Inter RAO”, nor does this company's board of directors, in which candidate vote according to over 20 per cent of the charter capital written instructions of the Russian or voting shares are controlled by the

178

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

Russian Federation, constituent of the Federation (directives). Russian Federation, or municipal body. Furthermore, despite the fact that Denis Fedorov is an employee discharging managerial responsibilities, and a member of the executive body of en entity controlled by the state based on his previous work experience as a member of the Board of Directors of PJSC “Inter RAO” and a record of votings at the meetings the nominee’s position on the agenda issues has been independent. Denis Fedorov is an acknowledged expert in electric power engineering, and in practice substantiates his position on the agenda issues by voting exclusively based on his own

179

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Denis Fedorov (article)

experience and expertise. In view of the above, the Nomination and Remuneration Committee does not deem the nominee a person affiliated with the state.

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

180

Proxy materials for the Annual General Meeting of Shareholders 2016

Annex # 13

Dmitry Shugaev

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

Year of birth: 1965

Member of the Management Board, Deputy CEO of State Corporation for Assistance to Development, Production and Export of Advanced Technology Industrial Product "Rostec".

Chairman of the Audit Committee and Nomination and Remuneration Committee of the Board of Directors, PJSC “Inter RAO”.

Education and professional experience  Higher professional education In 1987, Dmitriy Shugaev graduated from the Moscow State Institute of International Relations, mastering in “International Journalism”. Ph.D in Economics  Positions held by the person in PJSC "Inter RAO" and in other organizations for the last 5 years and at present: Period Name of company Position from until 2008 until present State Corporation for Assistance to Member of the Management Development, Production and Export of Board , Deputy Director Advanced Technology Industrial Product General for Foreign Economic "Rostec" Activity 2008 until present Non-Commercial Partnership National Center Deputy Chairman of the for Aircraft Engineering Supervisory Board 2008 until present Open Joint Stock Company "Transport- Chairman of the Board of exhibition complex" Russia " Directors 2011 until present Public Joint -Stock Company "Inter RAO UES" Deputy Chairman of the Board (until June,08 02015 - OpenJoint -Stock of Directors Company "Inter RAO UES") 2013 until present Joint-stock company "International airport" Deputy Chairman of the Board Ramenskoye" of Directors 2014 until present RAMPORT AERO OJSC Deputy Chairman of the Board of Directors 2014 until present Open Joint Stock Company "Rosoboronexport" Member of the Board of Directors 2015 until present Limited Liability Company "RT- Business Member of the Board of Development " Directors

 Held positions in boards of directors or on the higher positions of other joint-stock companies listed on the stock exchanges, including international companies:: Dmitriy Shugaev is a member of the Board of Directors if PJSC “Inter RAO” since the year 2011.

181

Proxy materials for the Annual General Meeting of Shareholders 2016

 Information on assessment of the proffesional qualifications and on compliance with independence criteria::  According to the information provided in the questionnaire of the candidate to the Board of Directors of PJSC "Inter RAO", Dmitriy Shugaev has high professional qualifications and meets the selection criteria set out in paragraph 2.13 of the Regulations on the Board of Directors of PJSC "Inter RAO", approved by the Annual General Meeting shareholders as of May, 29th 2015.

Dmitry Shugaev has been awarded with the medal "For Service to the Motherland» II degree.

 Dmitry Shugaev can be recognized as an independent director according to the independence criteria set forth in the Corporate Governnace Code approved by the Bank of Russia (taking into consideration explanation to the section “Affiliation with the state”).

Detailed analysis is given in table below.

182

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

- is or has been for the last three years a member of executive bodies or an employee of the company, organization controlled by the company, and (or) Par.1 article 103 Complies. company's management organization.

Affiliation with the - is a member of the board of directors 1. Company of a legal entity controlling or controlled by the company, or of a

management organization of such legal Par.2 article 103 Complies. entity;

- received during any of the last three years remunerations and (or) other Par. 3 article 103 Complies. material benefits from the company and (or) organizations controlled by the

183

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

company in the amount exceeding a half of the annual fixed remuneration of a member of the company's board of directors. It shall not include payments and (or) compensations received as a remuneration and (or) reimbursement of expenses on performing the duties of a member of the company's board of directors and (or) of an organization controlled by the company, including those related to the insurance of their liability as members of the board of directors, as well as income and other payments received on securities of the company and (or) organization controlled by the company.

- is a shareholder or a beneficiary on Par.4 article 103 Complies. the company's shares, which constitute 184

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

over one per cent of the charter capital or total amount of company's voting shares, or the market value of which exceeds the value of the fixed annual remuneration of a member of the company's board of directors more than 20 times;

- is an employee and (or) member of executive bodies of a legal entity, if the remuneration is determined (set) by the remuneration committee of the board of directors (by the board of directors) of such legal entity, and any of the Par.5 article 103 Complies. employees and (or) members of the company's executive bodies is a member of this committee (board of directors);

185

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

- provides consulting services to the company , legal entity controlling or controlled by the company, or is a member of the management bodies of the organizations providing such Par.6 article 103 Complies. services to the company or to these legal entities, or is an employee of such organizations directly engaged in provision of such services;

- during the last three years provided evaluation, tax consulting, auditing, or accounting services to the company or legal entities controlled by the company, or has been for the last three Par.7 article 103 Complies. years a member of the management bodies of the organizations providing such services to these legal entities, or of the company's rating agency, or was an employee of such organizations or a 186

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

rating agency directly engaged in provision of such services to the company.

- served as a member of the company's board of directors for more than seven article 104 Complies. years in aggregate.

CONCLUSION: Not a person affiliated with the Company.

- is an employee and (or) member of Affiliation executive bodies of the company's major with the shareholder (legal entity forming the 2. Company's group of organizations which the Par.1 article 105 Complies. major company's major shareholder is a shareholder member of);

187

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

- received during any of the last three years remuneration and (or) other material benefits from the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of) in the amount exceeding a half of the value of the annual fixed remuneration of a member of the company's board of directors. These do Par.2 article 105 Complies. not include payments and (or) compensations received as remuneration and (or) reimbursement for serving as a member of the board of directors (committee of the board of directors) of a company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of), including those related to 188

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

the insurance of their responsibility as members of the board of directors, as well as income and other payments received by these persons on securities of the company's major shareholder (legal entity forming the group of organizations which the company's major shareholder is a member of);

- is a member of the board of directors in more than two legal entities controlled by the company's major shareholder or by the entity controlling Par.3 article 105 Complies. the company's major shareholder.

CONCLUSION: Not a person affiliated with the Company's major shareholder.

3. Affiliation - is an employee and (or) member of the Par.1 article 106 Complies. with the management bodies of the company's 189

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

Company's major contractor or competitor, and of major legal entities controlling the major contractor or contractor or competitor of the competitor company or of the organizations controlled by the latter;

- is an owner of shares (equity) or beneficiaries on shares (equity) of the company's major contractor or Par.2 article 106 Complies. competitor, which constitute more than five per cent of the charter capital or total amount of voting shares (equity).

CONCLUSION: Not a person affiliated with the Company's major contractor or competitor.

Affiliation - is or has been for one year preceding with the state the election to the company's board of 4. Par.1 article 107 Complies. or municipal directors a public or municipal officer, a body person substituting the positions in the government bodies, an employee of the

190

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

Bank of Russia;

- is a representative of the Russian Federation, constituent of the Russian Federation or municipal body in the company's board of directors, in respect of which a decision on using a special Par.2 article 107 Complies. right for participation in governance ("golden share") has been made;

- is obliged to vote on one or several issues related to the competence of the board of directors in accordance with Par.3 article 107 Complies. the directive of the Russian Federation, constituent of the Russian Federation or municipal body;

191

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

- is or has been for one year preceding At the time of assessment Dmitry the election to the company's board of Shugaev is a person discharging directors a member of the executive managerial responsibilities and a body or other employee with the member of the collegial executive managerial responsibilities of an body (Member of the Management organization controlled by the Russian Board, Deputy CEO) of Rostec Federation or municipal body, an State Corporation - an employee of a public or municipal organization controlled by the unitary enterprise or institution (not Does not comply Russian Federation, and was Par.4 article 107 including employees of public or on formal grounds. nominated for election to the municipal educational or scientific Board of Directors of PJSC “Inter organization, which carry out teaching RAO” a company in which 20 or research activity and are not the percent of the share capital/voting persons appointed (approved) to the shares are under control of the position of a sole executive body or Russian Federation. other position in the public and In this regard, Dmitry Shugaev on municipal educational or scientific formal grounds might be organization by the decision or with the considered a person associated 192

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

consent of the government agencies with the state. (local government agencies), when this However, the Russian person is nominated for election to the Federation, the RF subject entity company's board of directors, in which or a municipality has not over 20 per cent of the charter capital nominated this candidate for or voting shares are controlled by the election to the Board of Directors Russian Federation, constituent of the of PJSC “Inter RAO”, nor does this Russian Federation, or municipal body. candidate vote according to written instructions of the Russian Federation (directives). In addition, despite the fact that Dmitry Shugaev is an employee discharging managerial responsibilities and a member of the executive body of state corporation based on his previous work experience as a member of the Board of Directors of PJSC “Inter RAO” and a record of votings

193

Proxy materials for the Annual General Meeting of Shareholders 2016

Reference to the Complies/ does not Corporate comply under Group of Governance Code No. Independence criteria independence criteria Explanations criteria provosions Dmitry Shugaev (article)

at the meetings the nominee’s position on the agenda issues has been independent. In view of the above, the Nomination and Remuneration Committee does not deem the nominee a person affiliated with the state. The Committee hereby recommends to the Board of Directors to recognize Dmitry Shugaev an independent director (if he is elected at the Annual General Meeting of Shareholders held upon the results of 2015).

CONCLUSION: Not a person affiliated with the state or municipal body, subject to explanations provided in this Section.

194

Proxy materials for the Annual General Meeting of Shareholders 2016

Status Full name of a candidate № independent executive non-executive 1. Boris Ayuyev 

2. Andrei Bugrov 

3. Anatoly Gavrilenko 

4. Boris Kovalchuk 

5. Vyacheslav Kravchenko 

6. Alexander Lokshin 

7. Andrei Murov 

8. Nikolai Rogalyov 

9. Ronald (Ron) James Pollett 

10. Elena Sapozhnikova 

11. Igor Sechin 

12. Denis Fedorov 

13. Dmitriy Shugaev 

195

Recommended pursuant to PJSC Inter RAO Human Resources and Remuneration Committee Resolution dated 24.12.2014 (Minutes No 13 as of 24.12.2014) FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Boris Ilyich Ayuyev Year of birth 1957 Citizenship Russia Place of residence (city, country) Moscow Education background (level, specialty, Higher. 1979 - graduated from Ural Polytechnical Institute, educational institution, year of graduation) specialty "Electrical Plants". Doctor of Engineering. Primary place of employment "SO UES" OJSC Position Chairman of the Management Board Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held 2004 - until present System Operator - Unified Energy System Chairman of the Management Open Joint Stock Company Board, member of the Board of Directors

Current positions (membership) in the management bodies of other legal entities

Period Name of company Position held 2004-2013 Federal Grid Company of Unified Energy Member of the Board of System Open Joint Stock Company Directors

2005-2011 Agency for Electrical Energy Balance Member of the Board of Forecasting Closed Joint Stock Company Directors

2008-2013 Wholesale Electricity Market Trading System Member of the Board of Administrator, Open Join Stock Company Directors

2008-2013 Center for Financial Settlements Open Joint Member of the Board of Stock Company Directors 2009-2010 GruzRosenergo Unified Energy System Joint Member of the Supervisory Stock Company Board 2009-2015 Non-Commercial Partnership "Russian Chairman National Committee of the International Council for Major High-Voltage Electrical Systems"

2015 - until present Non-Commercial Partnership "Russian Member of the Presidium National Committee of the International Council for Major High-Voltage Electrical Systems" 2012-2015 Federal Hydro-Generating Company - Member of the Board of RusHydro Public Joint Stock Company Directors

2013 - until present Russian Grids Public Joint Stock Company Member of the Board of Directors

196

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO" Share in authorized capital stock of PJSC "Inter RAO" 0.0069984 % Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or Yes6/No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the Yes/No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last Yes/No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company. 4. Is the owner of shares or the beneficiary under the company's shares 7making Yes/No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if Yes/No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors). 6. Provides consulting services to the company or to the legal entities controlling Yes/No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services. 7. During the last three years rendered the company or the legal entities Yes/No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three

6 Hereinafter, if the answer is "yes", the explanations shall be provided to the point. 7 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

197

years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company. 8. Held the office of the member of the Board of Directors of the Company for Yes/No over seven years in total. Relation to the substantial shareholder of the company8 9. Is the employee and/or the member of the executive bodies of a substantial Yes/No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last Yes/No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities Yes/No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty9 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial Yes/No counterparty or competitor of the company or of the legal entities controlling the substantial counterparty or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of Yes/No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the positions Yes/No in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company.

8 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 9 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

198

15. Is the representative of the Russian Federation, its constituent or municipal Yes/No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence of the Yes/No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the Yes/No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of Yes/No (if directors or for election (appointment) to the position in other legal entities. yes, it shall be indicated in Annex No. 1)

19. Data on the associates and affiliates10. Yes/No (if yes, it shall be

indicated in Annex No. 2)

20. Data on the applicant's relations with the affiliates and major contracting Yes/No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. Yes/No

22. Data on the nature of relations with the company, not mentioned in the Yes/No information above.

/Signature/ ______/B.I. Ayuyev/ (signature)

February 29, 2016

10 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

199

Annex No. 200 to the form of the candidate to the Board of Directors of PJSC "Inter RAO"

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

1. System Operator of the Unified Energy System Member of the Board of Directors OJSC (OGRN 1027700201352)

2. PJSC Rosseti (OGRN 1087760000019) Member of the Board of Directors

200

Annex No. 201 to the form of the candidate to the Board of Directors of PJSC "Inter RAO"

Data on the associates and affiliates of the member of the Board of Directors

No. Full name or corporate name (and Ground for being qualified as OGRN) associate/affiliate

Associates - No - - - - Affiliates - No - - - -

201

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Andrey Yevgenyevich Bugrov Year of birth 27.06.1952 Citizenship Russian Federation Place of residence (city, country) Moscow, Russian Federation Education background (level, specialty, 1974 - graduated from Moscow State Institute of educational institution, year of graduation) International Relations (MSIIR), specialty "International Economic Relations". Candidate of Economic Science.

Primary place of employment Mining and Metallurgical Company "Norilsk Nickel" Public Joint Stock Company Position Member of the Management Board, Deputy Chairman of the Board of Directors, Vice President of Mining and Metallurgical Company "Norilsk Nickel" Public Joint Stock Company

Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held 2002-2011 MMC Norilsk Nickel OJSC Member of the Board of Directors 2002 - until present Non-Government Public Association Member "Council for Foreign and Defense Policy" of Non-Government Public Association 2006 - until present Russian Union of Industrialists and Member of the Management Entrepreneurs Board 2007-2011 Bureau of Economic Analysis Foundation Chairman of the Management Board 2008-2011 Prof-Media Management LLC Chairman of the Board of Directors 2010-2013 INTERROS Holding Company CJSC Member of the Management Board 2010-2013 INTERROS Holding Company CJSC Deputy General Director

2013 - until present INTERROS Holding Company LLC (before Vice President April 7, 2015 - INTERROS Holding Company CJSC)

2011 -2013 MMC Norilsk Nickel OJSC Chairman of the Board of Directors 2013 - until present MMC Norilsk Nickel PJSC (before June 1, Deputy Chairman of the Board 2015 - MMC Norilsk Nickel OJSC) of Directors 2013-2015 MMC Norilsk Nickel PJSC (before June 1, Deputy General Director 2015 - MMC Norilsk Nickel OJSC)

202

2013 - until present MMC Norilsk Nickel PJSC (before June 1, Member of the Management 2015 - MMC Norilsk Nickel OJSC) Board 2013 - until present Russian Union of Industrialists and Vice President Entrepreneurs 2013-2014 Federal Hydro-Generating Company – Member of the Board of RusHydro OJSC Directors

2014 - until present Inter RAO UES PJSC (before June 8, 2015 - Member of the Board of Inter RAO UES OJSC) Directors

2015 - until present MMC Norilsk Nickel PJSC (before June 1, Vice President 2015 - MMC Norilsk Nickel OJSC)

2015 - until present Federal Hydro-Generating Company – Member of the Investments RusHydro PJSC Committee

Current positions (membership) in the management bodies of other legal entities

Period Name of company Position held 2002 - until present Non-Government Public Association Member "Council for Foreign and Defense Policy" of Non-Government Public Association 2006 - until present Russian Union of Industrialists and Member of the Management Entrepreneurs Board 2013 - until present MMC Norilsk Nickel PJSC (before June 1, Deputy Chairman of the Board 2015 - MMC Norilsk Nickel OJSC) of Directors

2013 - until present MMC Norilsk Nickel PJSC (before June 1, Member of the Management 2015 - MMC Norilsk Nickel OJSC) Board

2015 - until present MMC Norilsk Nickel PJSC (before June 1, Vice President 2015 - MMC Norilsk Nickel OJSC)

2013 - until present INTERROS Holding Company LLC (before Vice President April 7, 2015 - INTERROS Holding Company CJSC)

2014 - until present Inter RAO UES PJSC (before June 8, 2015 - Member of the Board of Inter RAO UES OJSC) Directors

2015 - until present Federal Hydro-Generating Company – Member of the Investments RusHydro PJSC Committee

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares)

203

Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the No last three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

4. Is the owner of shares or the beneficiary under the company's shares 11making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities No controlling or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

11 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

204

8. Held the office of the member of the Board of Directors of the Company for No over seven years in total. Relation to the substantial shareholder of the company12 9. Is the employee and/or the member of the executive bodies of a substantial Yes shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty13 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial No counterparty or competitor of the company or of the legal entities controlling the substantial counterparty or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company.

12 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 13 The substantial counterparty of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial counterparty (group of organizations the company's substantial counterparty is a part of).

205

15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence of No the Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of No directors or for election (appointment) to the position in other legal entities.

19. Data on the associates and affiliates14. No

20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in No the information above. 22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ ____ /A.E. Bugrov/ (signature)

February 5, 2016

14 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

206

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Anatoliy Anatolyevich Gavrilenko Year of birth 07.09.1972 Citizenship Russian Federation Place of residence (city, country) Moscow, Russian Federation Education background (level, specialty, educational 1. Lomonosov State University of institution, year of graduation) Moscow, 1995 Economic cybernetics 2. Lomonosov State University of Moscow, 2001 Science of law

Primary place of employment Lider Closed Joint Stock Company (Pension Fund Assets Management Company)

Position General Director Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held 2004 - until present Lider Closed Joint Stock Company (Pension General Director Fund Assets Management Company)

Current positions (membership) in the management bodies of other legal entities Period Name of company Position held June 2013 - until Lider Closed Joint Stock Company Member of the Board of Directors present (Pension Fund Assets Management Company) June 2013 - until Moscow United Electrical Grid Company Member of the Board of Directors present Public Joint Stock Company

June 2013 - until "Gazprombank" (Joint Stock Company) Member of the Board of Directors present June 2013 - until GAZKON Open Joint Stock Company Member of the Board of Directors present September 2013 - until GAZ-Service Open Joint Stock Company Member of the Board of Directors present June 2013 - until Main Road Open Joint Stock Company Member of the Board of Directors present July 2013 - until Rocket and Space Corporation Energy Member of the Board of Directors present named after S.P. Korolyov Open Joint Stock Company June 2013 - until GAZ-Tech Open Joint Stock Company Member of the Board of Directors present June 2013 - until Mosenergo Public Joint Stock Company Member of the Board of Directors present June 2015 - until Public Joint Stock Company "Inter RAO Member of the Board of Directors present UES"

207

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company. 4. Is the owner of shares or the beneficiary under the company's shares 15making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the Board of Directors of the Company.

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors). 6. Provides consulting services to the company or to the legal entities controlling No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

15 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

208

7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the office of the member of the Board of Directors of the Company for No over seven years in total. Relation to the substantial shareholder of the company16 9. Is the employee and/or the member of the executive bodies of a substantial No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company. Relation to the substantial counterparty17 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation

16 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 17 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

209

14. Is or has been a civil or municipal servant or a person substituting the No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence of the No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of Yes (if yes, it shall directors or for election (appointment) to the position in other legal entities. be indicated in Annex No. 1)

19. Data on the associates and affiliates18. Yes (if yes, it shall be indicated in Annex No. 2)

20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ ______/Full Name/ (signature)

18 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

210

February 24, 2016

211

Annex No. 212 to the form of the candidate to the Board of Directors of PJSC "Inter RAO"

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

1. GPB Bank (JSC) OGRN 1027700167110 Member of the Board of Directors

2. MOESK OJSC, OGRN 1057746555811 Member of the Board of Directors

3. RKK Energiya OJSC, OGRN 1035008370638 Member of the Board of Directors

4. Lider CJSC, OGRN 1025002040250 Member of the Board of Directors

5. GAZKON OJSC, OGRN 1047796720290 Member of the Board of Directors

6. GAZ-Service OJSC, OGRN 1047796720245 Member of the Board of Directors

7. Gaz-Tech OJSC, OGRN 1077763816195 Member of the Board of Directors

212

Annex No. 213 to the form of the candidate to the Board of Directors of PJSC "Inter RAO"

Data on the associates and affiliates of the member of the Board of Directors

No. Full name or corporate name (and Ground for being qualified as OGRN) associate/affiliate

Associates 1. Anatoliy Grigoryevich Gavrilenko father 2. Nataliya Nikolayevna Gavrilenko mother 3. Nataliya Anatolyevna Khorunzhiy sister 4. Yuliya Valentinovna Gavrilenko spouse (wife) 5. Viktoriya Anatolyevna Gavrilenko daughter 6. Anatoliy Anatolyevich Gavrilenko son 7. Alexander Anatolyevich Gavrilenko son 8. Maxim Anatolyevich Gavrilenko son

213

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Boris Yuryevich Kovalchuk Year of birth 1977 Citizenship Russian Federation Place of residence (city, country) Moscow Education background (level, specialty, 1999 - graduated from St. Petersburg State University, educational institution, year of graduation) specialty "Science of law".

Primary place of employment PJSC “Inter RAO” Position Chairman of the Management Board Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held June 26, 2010 - until Public Joint Stock Company "Inter RAO Chairman of the Management Board present UES" (before June 8, 2015 - Open Joint Stock Company "Inter RAO UES") from November 26, Public Joint Stock Company "Inter RAO Acting Chairman of the 2009 to June 26, 2010 UES" (before June 8, 2015 - Open Joint Management Board Stock Company "Inter RAO UES") June 25, 2009 - until Public Joint Stock Company "Inter RAO Member of the Board of Directors present UES" (before June 8, 2015 - Open Joint Stock Company "Inter RAO UES") from December 29, Saint Petersburg Retail Company Open Member of the Board of Directors 2010 to June 11, 2014 Joint Stock Company (from June 24, 2011 to June 28, 2013 - Chairman of the Board of Directors) from June 20, 2011 to Center for Financial Settlements Open Member of the Board of Directors June 10, 2013 Joint Stock Company (before April 3, 2012 - Center for Financial Settlements Closed Joint Stock Company)

from January 31, 2011 INTER RAO - Management of Electric Chairman of the Board of Directors to October 31, 2011 Power Plants, Limited Liability Company

from November 01, United Energy Retail Company Open Member of the Board of Directors 2010 to March 18, 2013 Joint Stock Company (from November 11, 2010 to January 31, 2012 - Chairman of the Board of Directors) from December 30, Mosenergosbyt Open Joint Stock Member of the Board of Directors 2010 to June 11, 2014 Company (from June 27, 2011 to June 28, 2013 –

Chairman of the Board of Directors)

214

from June 28, 2010 to Irkutsk Open Joint Stock Company for Member of the Board of Directors June 06, 2014 Energy and Electricity Supply

from June 26, 2009 to First Generating Company of Wholesale Member of the Board of Directors September 30, 2012 Electricity Market Open Joint Stock (from February 01, 2010 - Chairman Company of the Board of Directors) from June 22, 2010 to Wholesale Electricity Market Trading Member of the Board of Directors June 30, 2011 System Administrator, Open Join Stock Company from June 30, 2010 to Federal Hydro-Generating Company - Member of the Board of Directors April 19, 2013 RusHydro Open Joint Stock Company

from May 11, 2011 to Third Generating Company of Wholesale Member of the Board of Directors September 30, 2012 Electricity Market Open Joint Stock (from May 11, 2011 to June 15, Company 2012 - Chairman of the Board of Directors) from December 28, Tambov Energy Retail Company Open Member of the Board of Directors 2010 to June 28, 2011 Joint Stock Company (from January 31, 2011 - Chairman of the Board of Directors) from November 01, Altayenergosbyt Open Joint Stock Chairman of the Board of Directors 2010 to June 30, 2011 Company from December 28, Saratovenergo Open Joint Stock Company Member of the Board of Directors 2010 to April 18, 2012 from June 30, 2010 to InterRAO - WorleyParsons LLC Chairman of the Board of Directors February 01, 2016

Current positions (membership) in the management bodies of other legal entities Period Name of company Position held June 29, 2012 - until Federal Grid Company of the Unified Member of the Board of Directors present Energy System Public Joint Stock Company (before July 8, 2015 - Federal Grid Company of the Unified Energy System Open Joint Stock Company)

March 23, 2010 - until Kambartinskaya Hydro Power Plant-1 Chairman of the Board of Directors present Closed Joint Stock Company June 29, 2011 - until Russian Regional Development Bank Member of the Supervisory Board present Joint Stock Company April 1, 2010 - until Russian Public Association "Russian Member of the Management Board present Union of Industrialists and Entrepreneurs" April 1, 2010 - until Russian Public Association "Russian Member of the Management Board present Union of Industrialists and

Entrepreneurs" December 2, 2014 - RIG RESEARCH PTE. LTD Member of the Board of until present Directors

215

March 21, 2015 - until National Data Centers Limited Liability Member of the Board of present Company Directors

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO" Share in authorized capital stock of PJSC "Inter RAO" 0.0023% Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies Yes19/No or employee of the company, organization controlled by the company, Is the Chairman of the and/or management organization of the company. Management Board of PJSC “Inter RAO”

2. Is a member of the board of directors of a legal entity that controls the Yes/No company, or of an organization controlled by or of a management Kambaratinskaya HPP- organization of such legal entity? 1 CJSC

3. Received remunerations and/or other material incentives during any of Yes/No the last three years from the company and/or from the organizations Received remuneration controlled by the company, in the amount of over a half of the annual for the work of the fixed remuneration paid to the member of the Board of Directors of the Chairman of the Company. It shall not include payments and/or compensations received Management Board of as remuneration for and/or compensation of expenses on performing the PJSC “Inter RAO” duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

4. Is the owner of shares or the beneficiary under the company's shares Yes/No 20making more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal Yes/No entity, if their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

19 Hereinafter, if the answer is "yes", the explanations shall be provided to the point.

20 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

216

6. Provides consulting services to the company or to the legal entities Yes/No controlling or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services. 7. During the last three years rendered the company or the legal entities Yes/No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the office of the member of the Board of Directors of the Company Yes/No for over seven years in total. Relation to the substantial shareholder of the company21 9. Is the employee and/or the member of the executive bodies of a Yes/No substantial shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the Yes/No last three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities Yes/No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty22 or to the competitor of the company

21 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes).

22 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

217

12. Is the employee and/or member of the management bodies of the Yes/No substantial contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) Yes/No of the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the Yes/No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or Yes/No municipal formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence Yes/No of the Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation. 17. During one year preceding the election to the Board of Directors of the Yes/No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation. Other data 18. Data on the nomination of the applicant to the members of the board of Yes/No (if yes, it shall directors or for election (appointment) to the position in other legal be indicated in Annex entities. No. 1)

19. Data on the associates and affiliates23. Yes/No (if yes, it shall be indicated in Annex No. 2)

23 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half- blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

218

20. Data on the applicant's relations with the affiliates and major Yes/No counterparties of OJSC “Inter RAO” not mentioned in the information above. 21. Data on the conflict of interest, not mentioned in the information above. Yes/No

22. Data on the nature of relations with the company, not mentioned in the Yes/No information above.

/Signature/ /B.Yu. Kovalchuk/ (signature)

February 19, 2016

219

Annex No. 1

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

1. 2. 3.

220

Annex No.2

Data on the associates and affiliates

No. Full name or corporate name (OGRN) Ground for being qualified as associate/affiliate

Associates 1. Yuriy Valentinovich Kovalchuk father

Affiliates

221

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Vyacheslav Mikhailovich Kravchenko Year of birth 1967 Citizenship Russian Federation Place of residence (city, country) Moscow Education background (level, specialty, educational Lomonosov State University of Moscow, 1995, institution, year of graduation) Science of Law

Primary place of employment Ministry of Energy of the Russian Federation

Position Deputy Minister of Energy of the Russian Federation Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held 2008 -2011 Irkutskenergo OJSC Member of the Board of Directors 2008-2011 RN-Energo LLC General Director 2008-2015 OJSC "InterRAO" Member of the Board of Directors 2009-2011 Tomskenergosbyt JSC Member of the Board of Directors 2009-2011 Kubanenergo OJSC Member of the Board of Directors 2009-2011 Kuban Electrical Grids OJSC Member of the Board of Directors 2009 - 2011 Kubanenergosbyt OJSC Member of the Board of Directors 2009-2011 Kuban Generating Company OJSC Member of the Board of Directors

2009-2011 Tomsk Distribution Company OJSC Member of the Board of Directors

2009-2011 Tomsk Main Networks OJSC Member of the Board of Directors 2010-2012 United Energy Retailing Company OJSC General Director

2011 - 2015 Center for Financial Settlements Closed Joint Member of the Board of Stock Company Directors, Chairman of the Board of Directors 2011 - 2015 Rosseti OJSC Member of the Board of Directors 2011 - 2012 Saint-Petersburg Retail Company OJSC Member of the Board of Directors

2011 - 2012 Saratovenergo OJSC Member of the Board of Directors 2011 - 2012 Mosenergosbyt OJSC Member of the Board of Directors 2011 - 2012 OJSC Tambov Energy Retailing Company Member of the Board of Directors

2011 - until present Association Non-Commercial Partnership State representative in the "Market Council for the Organization of Supervisory Board Effective Wholesale and Retail Electricity and Capacity Trading System"

2011 - 2012 OJSC Altayenergosbyt Member of the Board of Directors

222

2011 - 2012 United Energy Retailing Company OJSC Member of the Board of Directors

2012 - 2013 ATS OJSC Chairman of the Management Board 2012 - 2013 NP Market Council Chairman of the Management Board 2012 - 2014 ATS OJSC Member of the Board of Directors 2013 - 2014 RRDB OJSC Member of the Supervisory Board

2012 - until present FGC UES PJSC Chairman of the Board of Directors 2012 - until present "SO UES" OJSC Chairman of the Board of Directors 2013 - until present Ministry of Energy of the Russian Federation Deputy Minister of Energy of the Russian Federation

2014 - until present RusHydro PJSC Member of the Board of Directors

2015 - until present IDGC of Siberia PJSC Member of the Board of Directors

2014 - until present Moscow United Electrical Grid Company PJSC Member of the Board of Directors

Current positions (membership) in the management bodies of other legal entities

Period Name of company Position held 2011 - until present Association Non-Commercial Partnership State representative in the "Market Council for the Organization of Supervisory Board Effective Wholesale and Retail Electricity and Capacity Trading System"

2012 - until present FGC UES PJSC Chairman of the Board of Directors 2012 - until present "SO UES" OJSC Chairman of the Board of Directors 2013 - until present Ministry of Energy of the Russian Federation Deputy Minister of Energy of the Russian Federation

2014 - until present RusHydro PJSC Member of the Board of Directors

2015 - until present IDGC of Siberia PJSC Member of the Board of Directors

2014 - until present Moscow United Electrical Grid Company PJSC Member of the Board of Directors

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

223

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or No employee of the company, organization controlled by the company, and/or management organization of the company 2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3, Received remunerations and/or other material incentives during any of the last No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company. 4. Is the owner of shares or the beneficiary under the company's shares 24making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities controlling No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

7. During the last three years rendered the company or the legal entities controlled No by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the position of the member of the Board of Directors of the Company for No over seven years in total.

24 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

224

Relation to the substantial shareholder of the company25 9. Is the employee and/or the member of the executive bodies of a substantial No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from).

11. Is the member of the board of directors in more than two legal entities Yes controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company. Member of the Board of Directors of FGC UES PJSC, Member of the Board of Directors of MOESK PJSC

Relation to the substantial counterparty26 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial Yes contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of Member of the Board the organizations controlled by the latter. of Directors RusHydro PJSC (competitor) 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation

25 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 26 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

225

14. Is or has been a civil or municipal servant or a person substituting the positions Yes in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. Deputy Minister of Energy of the Russian Federation 15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share"). 16. Is obliged to vote on one or several issues falling within the competence of the No obligation, but Board of Directors of the Company in accordance with the directive of the votes according to Russian Federation, its constituent or municipal formation. the RF directive as a civil servant

17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of No directors or for election (appointment) to the position in other legal entities.

19. Data on the associates and affiliates27. Yes (according to Annex No. 2)

20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ /V.M. Kravchenko/ (signature)

February 24, 2016

27 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

226

Annex No. 1 to the form of a candidate to the Board of Directors of PJSC "Inter RAO"

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

227

Annex No. 2 to the form of a candidate to the Board of Directors of PJSC "Inter RAO"

Data on the associates and affiliates of the member of the Board of Directors

No. Full name or corporate name (and Ground for being qualified as OGRN) associate/affiliate

Associates 1. Mariya Konstantinovna Kravchenko mother 2. Olga Svyatoslavovna Kravchenko spouse (wife) 3. Servey Vyacheslavovich Kravchenko son 4. Leonid Vyacheslavovich Kravchenko son Affiliates

228

ORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC "Inter RAO"

Nominee Information Form Full name Aleksandr Markovich Lokshin Year of birth October 11, 1957 Citizenship Russian Federation Place of residence (city, country) Moscow, Russian Federation Education background (level, specialty, educational 3. Leningrad Polytechnical Institute named after institution, year of graduation) Kalinin, "Thermophysics", 1980, physicist engineer. 4. Academy of People's Economy at the Government of the Russian Federation, 2001, the President program. Primary place of employment State Nuclear Energy Corporation "Rosatom"

Position First Deputy General Director for Operations Management Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held 2012 - until present State Nuclear Energy Corporation "Rosatom" First Deputy General Director for Operations Management

2011 - 2012 State Nuclear Energy Corporation "Rosatom" First Deputy General Director - Director of the Directorate for Nuclear Energy Complex 2010-2011 State Nuclear Energy Corporation "Rosatom" Deputy General Director ‒ Director of the Directorate for Nuclear Energy Complex

2008 - until present State Nuclear Energy Corporation "Rosatom" Member of the Management Board 2009 - 2012 Atomstroyexport Closed Joint Stock Company Member of the Board of Directors 2009-2012 EGMK-Proekt Open Joint Stock Company Member of the Board of Directors Current positions (membership) in the management bodies of other legal entities Period Name of company Position held 2014 - until present Atomredmetzoloto Joint Stock Company Member of the Board of (before June 2015 - Atomredmetzoloto Directors Open Joint Stock Company)

2010 - until present TVEL Joint Stock Company (before Member of the Board of February 28, 2015 - TVEL Open Joint Directors Stock Company)

229

2010 - until present Russian Concern for Electricity and Heat Chairman of the Board of Energy Generation at Nuclear Power Directors Plants Joint Stock Company (before December 5, 2015 – Russian Concern for Electricity and Heat Energy Generation at Nuclear Power Plants Open Joint Stock Company)

2009 - until present New Composite Materials Limited Member of the Board of Liability Company Directors

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or No28 employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

4. Is the owner of shares or the beneficiary under the company's shares29 making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

28 Hereinafter, if the answer is "yes", the explanations shall be provided to the point. 29 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

230

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities controlling No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the office of the member of the Board of Directors of the Company for No over seven years in total. Relation to the substantial shareholder of the company30 9. Is the employee and/or the member of the executive bodies of a substantial No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from). 10. Received remuneration and/or other material incentives during any of the last No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

30 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes).

231

Relation to the substantial contracting party31 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share"). 16. Is obliged to vote on one or several issues falling within the competence of the No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation. Other data 18. Data on the nomination of the applicant to the members of the board of Yes directors or for election (appointment) to the position in other legal entities.

19. Data on the associates and affiliates32. Yes 20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above. 21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

31 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of). 32 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half- blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

232

/Signature/ ______/A.M. Lokshin/ (signature)

February 02, 2016

233

Annex No. 234 to the form of the candidate to the Board of Directors of PJSC "Inter RAO"

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

1 Atomredmetzoloto Joint Stock Company Member of the Board of Directors

234

Annex No. 235 to the form of the candidate to the Board of Directors of PJSC "Inter RAO"

Data on the associates and affiliates of the member of the Board of Directors

No. Full name or corporate name (and OGRN) Ground for being qualified as associate/affiliate

Associates

Affiliates

235

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Andrey Yevgenyevich Murov Year of birth 1970 Citizenship Russian Federation Place of residence (city, country) Moscow, Russian Federation Education background (level, specialty, educational Higher institution, year of graduation) 5. St. Petersburg State University, year of graduation - 1993, specialty "Science of law". 6. State University of Civil Aviation, year of graduation - 2009, specialty "Organization of Transportation and Transport Management (Air Transport)". Academic degree: Doctor of Economic Science.

Primary place of employment FGC UES PJSC Position Chairman of the Management Board Timeline of positions held during the last 5 years and held currently (including part-time jobs)

Period Name of company Position held 2007 - 2012 Airport Pulkovo Open Joint Stock Company General Director

2012 - 2012 Holding of Interregional Distribution Grid Deputy General Director Companies Open Joint Stock Company

July 2012 – July 2012 Holding of Interregional Distribution Grid Acting General Director Companies Open Joint Stock Company

2012 – November 2013 Federal Grid Company of Unified Energy First Deputy Chairman of the System Open Joint Stock Company Management Board

June 2012 – June 2013 ROSSETI, Public Joint Stock Company Executive Director (before April 4, 2013 - Holding of Interregional Distribution Grid Companies Open Joint Stock Company)

2012 - until present Federal Grid Company of Unified Energy Member of the Management Board System Open Joint Stock Company

2012-2012 Interregional Distribution Grid Company of Member of the Board of Directors Ural Open Joint Stock Company

2012 – June 2013 Interregional Distribution Grid Company of Chairman of the Board of Directors Volga Open Joint Stock Company

2012 – June 2013 Interregional Distribution Grid Company of Chairman of the Board of Directors the Center Open Joint Stock Company

2012 - June 2013 Open Joint Stock Company for Energy and Member of the Board of Directors Electricity Supply of Kuban

236

2012 – June 2013 Open Joint Stock Company for Energy and Chairman of the Board of Directors Electricity Supply Lenenergo

2012 – June 2013 Moscow United Electrical Grid Company Member of the Board of Directors Open Joint Stock Company

2012 – March 2014 Interregional Distribution Grid Company of Chairman of the Board of Directors the North-West Open Joint Stock Company

October 2012 – ROSSETI, Public Joint Stock Company Member of the Management Board November 2013 (before April 4, 2013 - Holding of Interregional Distribution Grid Companies Open Joint Stock Company)

June 2013 - until present Russian Grids Public Joint Stock Company Member of the Board of Directors

June 2013 - until present Federal Grid Company of Unified Energy Member of the Board of Directors System Public Joint Stock Company

September 2013 – Federal Grid Company of Unified Energy Acting Chairman of the November 2013 System Public Joint Stock Company Management Board, member of the Management Board November 2013 - until Federal Grid Company of Unified Energy Chairman of the Management present System Public Joint Stock Company Board

May 2014 - until present Public Joint Stock Company "Inter RAO Member of the Board of Directors UES" Current positions (membership) in the management bodies of other legal entities

Period Name of company Position held 2012 - until present Federal Grid Company of Unified Energy Member of the Management Board System Public Joint Stock Company

June 2013 - until present Russian Grids Public Joint Stock Company Member of the Board of Directors

June 2013 - until present Federal Grid Company of Unified Energy Member of the Board of Directors System Public Joint Stock Company

November 2013 - until Federal Grid Company of Unified Energy Chairman of the Management present System Public Joint Stock Company Board

2015 - until present System Operator of Unified Energy System Member of the Board of Directors Open Joint Stock Company

2015 - until present Non-Commercial Partnership "Russian Chairman of RNC CIGRE National Committee of the International Council for Major High-Voltage Electrical Systems" (RNC CIGRE)

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No

237

Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company

1. Is or has been for the last three years the member of the executive bodies or No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company. 4. Is the owner of shares or the beneficiary under the company's shares 33making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities controlling No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

33 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

238

7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company. 8. Held the office of the member of the Board of Directors of the Company for No over seven years in total. Relation to the substantial shareholder of the company34 9. Is the employee and/or the member of the executive bodies of a substantial Yes shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last Yes three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from).

11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty35 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the No

34 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 35 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

239

positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share"). 16. Is obliged to vote on one or several issues falling within the competence of No the Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation. Other data 18. Data on the nomination of the applicant to the members of the board of Yes directors or for election (appointment) to the position in other legal entities.

19. Data on the associates and affiliates36. No 20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above. 21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ / А.Ye. Murov / (signature)

February 26, 2016

36 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

240

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC "Inter RAO"

Nominee Information Form Full name Nikolay Dmitrievich Rogalev Year of birth 1962 Citizenship Russian Federation Place of residence (city, country) Moscow, Russia Education background (level, specialty, educational Higher. Heat Electrical Plants, Moscow Energy institution, year of graduation) Institute, 1985.

Primary place of employment FSBEI HE "National Research University "MPEI" Position Rector Timeline of positions held during the last 5 years and held currently (including part-time jobs)

Period Name of company Position held December 2008 – Gazpromenergoholding LLC of Gazprom Deputy General Director for September 2010 OJSC Innovative Development

October 2010 – January Escotek CJSC Research Advisor - 1st Deputy 2012 General Director

January 2012 – March Energy Without Borders Foundation of Deputy CEO of the Foundation 2012 OJSC INTER RAO UES March 2013 – September National Research University "MPEI" Acting Rector 2013 October 2013 - until R&D University "MPEI" Rector present September 2001 – National Research University "MPEI" Department chair, professor December 2013 (concurrently) June 2015 - until present National Research University "MPEI" Department chair, professor (concurrently) Current positions (membership) in the management bodies of other legal entities Period Name of company Position held October 2013 - until Rosset OJSC Member of the committee for the present interaction with the company, consumers, governmental authorities, and for information policy October 2013 - until Rosset OJSC Member of the Strategy present Committee January 2014 – May Engineering Center Gas Turbine Member of the Board of Directors 2015 Technologies LLC February 2016 - until Non-Commercial Partnership "Scientific President present and Technical Council of the Unified Energy System" Information on shareholdings in OJSC "Inter RAO" and Subsidiaries and Affiliates of OJSC "Inter RAO" Share in authorized capital stock of OJSC "Inter RAO"

241

Share in authorized capital stock of subsidiaries and affiliates of OJSC "Inter RAO" - 37(number of shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or Yes38/No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the Yes/No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last Yes/No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

4. Is the owner of shares or the beneficiary under the company's shares 39making Yes/No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if Yes/No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities controlling Yes/No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

37 For the purpose of this form, subsidiaries and affiliates shall mean subsidiaries and affiliates being significant for the Company according to the list approved by the Company. 38 Hereinafter, if the answer is "yes", the explanations shall be provided to the point. 39 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

242

7. During the last three years rendered the company or the legal entities Yes/No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the office of the member of the Board of Directors of the Company for Yes/No over seven years in total. Relation to the substantial shareholder of the company40

9. Is the employee and/or the member of the executive bodies of a substantial / Yes/No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last Yes/No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities Yes/No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty41 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial Yes/No counterparty or competitor of the company or of the legal entities controlling the substantial counterparty or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of Yes/No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation

40 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 41 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

243

14. Is or has been a civil or municipal servant or a person substituting the Yes/No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal Yes/No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence of the Yes/No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the Yes/No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of Yes/No directors or for election (appointment) to the position in other legal entities. (if yes, it shall be indicated in Annex No. 1) 19. Data on the associates and affiliates42. Yes/No (if yes, it shall be specified in Annex No. 2) 20. Data on the applicant's relations with the affiliates and major counterparties of Yes/No OJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. Yes/No

22. Data on the nature of relations with the company, not mentioned in the Yes/No information above.

/Signature/ /Nikolay Dmitrievich Rogalev/ (signature)

42 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

244

February 09, 2016

245

Annex No. 1

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

246

Annex No.2

Data on the associates and affiliates

No. Full name or corporate name (OGRN) Ground for being qualified as associate/affiliate

Associates

Affiliates

247

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC "Inter RAO"

Nominee Information Form Full name Ronald (Ron) James Pollett Year of birth 31.12.1969 Citizenship USA Place of residence (city, country) Moscow, Russia Education background (level, specialty, educational Diploma with honors, Colgate University (New institution, year of graduation) York State), in 1991, specialization in the field of Sovietology Primary place of employment General Electric Company

Position GE Vice President, President and CEO of GE in Russia and CIS Timeline of positions held during the last 5 years and held currently (including part-time jobs) Period Name of company Position held November 2003 - until GE Rus Limited Liability Company General Director present March 2008 - until GE International, Inc. (USA), Moscow Branch Head of the Branch present

2008 - March 2015 General Electric Company President and CEO of GE in Russia and CIS

September 2009 - GE Infra Limited Liability Company General Director December 2015 March 2015 - until General Electric Company GE Vice President, President and present CEO of GE in Russia and CIS

Current positions (membership) in the management bodies of other legal entities Period Name of company Position held 2007 - until present US Chamber of Commerce in Russia Chairman of the Board of Directors

2001 - until present US Chamber of Commerce in Russia Member of the Board of Directors

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" 0 Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of 0 shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or Yes43/No employee of the company, organization controlled by the company, and/or management organization of the company.

43 Hereinafter, if the answer is "yes", the explanations shall be provided to the point.

248

2. Is a member of the board of directors of a legal entity that controls the Yes/No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last Yes/No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company. 4. Is the owner of shares or the beneficiary under the company's shares 44making Yes/No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company. 5. Is the employee and/or member of the executive bodies of the legal entity, if Yes/No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities controlling Yes/No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

7. During the last three years rendered the company or the legal entities Yes/No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the office of the member of the Board of Directors of the Company for Yes/No over seven years in total. Relation to the substantial shareholder of the company45

44 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital. 45 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes).

249

9. Is the employee and/or the member of the executive bodies of a substantial Yes/No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from). 10. Received remuneration and/or other material incentives during any of the last Yes/No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities Yes/No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty46 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial Yes/No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of Yes/No the substantial counterparty or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the Yes/No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal Yes/No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share"). 16. Is obliged to vote on one or several issues falling within the competence of the Yes/No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

46 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

250

17. During one year preceding the election to the Board of Directors of the Yes/No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of Yes/No directors or for election (appointment) to the position in other legal entities. (if yes, it shall be indicated in Annex No. 1) 19. Data on the associates and affiliates47. Yes/No (if yes, it shall be indicated in Annex No. 2)

20. Data on the applicant's relations with the affiliates and major contracting Yes/No parties of PJSC “Inter RAO” not mentioned in the information above. 21. Data on the conflict of interest, not mentioned in the information above. Yes/No

22. Data on the nature of relations with the company, not mentioned in the Yes/No information above. -

/Signature/ / Ronald James Pollett / (signature)

February 08, 2016

47 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

251

Annex No. 2 to the form of a candidate to the Board of Directors of PJSC "Inter RAO"

Data on the associates and affiliates of the member of the Board of Directors

No. Full name or corporate name (and Ground for being qualified as OGRN) associate/affiliate

Associates

Affiliates

252

Annex No. 1 to the form of a candidate to the Board of Directors of PJSC "Inter RAO"

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

253

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO” Nominee Information Form Full name Yelena Vladimirovna Sapozhnikova Year of birth 1978 Citizenship Russian Federation Place of residence (city, country) Moscow, Russian Federation Education background (level, specialty, educational Higher, science of law, Lomonosov State institution, year of graduation) University of Moscow, 2000

Primary place of employment United Capital Partners Advisory Limited Liability Company Position Executive Director of UCP Group

Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held October 14, 2013 - until United Capital Partners Advisory LLC Executive Director of UCP present Group July 1, 2013 – October Freshfields Brukhaus Deringer LLP (Great Lawyer 11, 2013 Britain), Moscow Branch (Russian Federation)

August 01, 2004 – July Freshfields Brukhous Deringer (Great Lawyer 01, 2013 Britain), Representative Office in Moscow, from September 8, 2008 renamed for the Representative Office of Freshfields Brukhaus Deringer LLP (Great Britain) in Moscow

Current positions (membership) in the management bodies of other legal entities Period Name of company Position held No No No Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or No employee of the company, organization controlled by the company, and/or management organization of the company 2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity?

254

3. Received remunerations and/or other material incentives during any of the last No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

4. Is the owner of shares or the beneficiary under the company's shares 48making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors). 6. Provides consulting services to the company or to the legal entities controlling No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services. 7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the position of the member of the Board of Directors of the Company for No over seven years in total. Relation to the substantial shareholder of the company49 9. Is the employee and/or the member of the executive bodies of a substantial Yes shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

48 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital. 49 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes).

255

10. Received remuneration and/or other material incentives during any of the last Yes three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from).

11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty50 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the positions No in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence of the No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

50 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

256

17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of No directors or for election (appointment) to the position in other legal entities.

19. Data on the associates and affiliates51. Yes

20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ /Yelena Vladimirovna Sapozhnikova/ (signature)

February 15, 2016

51 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

257

Annex No. 1 to the form of a candidate to the Board of Directors of PJSC "Inter RAO"

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title No No No

258

Annex No. 2 to the form of a candidate to the Board of Directors of PJSC "Inter RAO"

Data on the associates and affiliates of the member of the Board of Directors

No. Full name or corporate name (and Ground for being qualified as OGRN) associate/affiliate

Associates 1 Vladimir Mikhailovich Sapozhnikov father 2 Anna Vasilyevna Sapozhnikova mother 3 Olga Vladimirovna Sapozhnikova sister 4 Sofia Ventselevna Rikhter daughter Affiliates No No No

259

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC "Inter RAO"

Nominee Information Form Full name Igor Ivanovich Sechin Year of birth 1960 Citizenship Russian Federation Place of residence (city, country) Moscow Education background (level, specialty, educational higher (candidate of economic science, Romance institution, year of graduation) philology, Leningrad State University, 1984)

Primary place of employment Rosneft Oil Company OJSC Position President, Chairman of the Management Board

Timeline of positions held during the last 5 years and held currently (including part-time jobs) Period Name of company Position held from to 2008 2012 Government of the Russian Federation Deputy Chairman of the Government of the Russian Federation 2012 present Rosneft Oil Company OJSC President, Chairman of the Management Board. Deputy Chairman of the Board of Directors from 2013 until present (from 2012 to 2013 - member of the Board of Directors)

2013 2014 RN Management OJSC (before June 26, President (in 2013 - Chairman of 2013 - TNK-BP Management OJSC) the Management Board) (concurrently)

Current positions (membership) in the management bodies of other legal entities

Period Name of company Position held from to 2009 present National Oil Consortium LLC Member of the Board of Directors, Chairman of the Board of Directors 2012 present PHC TsSKA LLC Chairman of the Supervisory Board 2012 present Rosneft Oil Company OJSC Deputy Chairman of the Board of Directors from 2013 until present (from 2012 to 2013 - member of the Board of Directors)

2012 present OJSC ROSNEFTEGAZ Chairman of the Board of Directors

260

2012 2015 RN-CIR LLC Member of the Board of Directors, Chairman of the Board of Directors

2013 present PJSC “Inter RAO” Chairman of the Board of Directors 2013 present SARAS S.p.A. Member of the Board of Directors

2014 2015 DCSS OJSC Chairman of the Board of Directors 2014 present SPbMTSB CJSC Chairman of the Board of Directors 2014 present Pirelli & С. S.p.A. Member of the Board of Directors

2013 2014 Rosneft Limited Member of the Board of Directors Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of No shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or Yes52/No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the Yes/No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last Yes/No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

52 Hereinafter, if the answer is "yes", the explanations shall be provided to the point.

261

4. Is the owner of shares or the beneficiary under the company's shares 53making Yes/No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if Yes/No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities controlling Yes/No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services.

7. During the last three years rendered the company or the legal entities Yes/No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company.

8. Held the office of the member of the Board of Directors of the Company for Yes/No over seven years in total. Relation to the substantial shareholder of the company54 9. Is the employee and/or the member of the executive bodies of a substantial Yes/No shareholder of the company (the legal entity from the group of organizations is the President, Chairman of the the company's substantial shareholder is from). Management Board of Rosneft, which is the company of ROSNEFTEGAZ OJSC.

53 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital. 54 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes).

262

10. Received remuneration and/or other material incentives during any of the last Yes/No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from). 11. Is the member of the board of directors in more than two legal entities Yes/No controlled by the company's substantial shareholder or by the person is the member of the Board of Directors controlling such substantial shareholder of the company. of OJSC ROSNEFTEGAZ PJSC “Inter RAO”, Rosneft Oil Company

Relation to the substantial counterparty55 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial Yes/No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of Yes/No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the Yes/No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or municipal Yes/No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

16. Is obliged to vote on one or several issues falling within the competence of Yes/No the Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

55 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

263

17. During one year preceding the election to the Board of Directors of the Yes/No Company, is or has been the member of the executive body or other employee is the President, Chairman of the with the managerial authority of the organization controlled by the Russian Management Board Federation, its constituent or municipal formation, or the employee of the of Rosneft, which is state or municipal unitary enterprise or institution (except for the employees under control of the of the state or municipal educational or research organization, which conduct Russian Federation teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities, if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation. Other data 18. Data on the nomination of the applicant to the members of the board of Yes/No directors or for election (appointment) to the position in other legal entities. (if yes, it shall be indicated in Annex No. 1)

19. Data on the associates and affiliates56. Yes/No (if yes, it shall be indicated in Annex No. 2)

20. Data on the applicant's relations with the affiliates and major contracting Yes/No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. Yes/No

22. Data on the nature of relations with the company, not mentioned in the Yes/No information above.

/Signature/ /I.I. Sechin/ (signature)

"__"______2016

56 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

264

Annex No. 1

Data on the nomination of the applicant to the members of the boards of directors or for election (appointment) to the position in other legal entities

No. Name of the legal entity (OGRN) Job title

1. OJSC ROSNEFTEGAZ Member of the Board of Directors (OGRN: 1047796902966) 2. Rosneft Oil Company OJSC Member of the Board of Directors (OGRN: 1027700043502)

265

Annex No.2

Data on the associates and affiliates

No. Full name or corporate name (OGRN) Ground for being qualified as associate/affiliate

Associates

Affiliates

266

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC “Inter RAO”

Nominee Information Form Full name Denis Vladimirovich Fedorov Year of birth July 12, 1978 Citizenship Russian Federation Place of residence (city, country) Apt. 325, Tsyurupy St. 8, Moscow 117418 Information on education (level, speciality, Higher educational institution, year of graduation) 1. Bauman State Technical University of Moscow, year of graduation - 2001, specialty "Economist- manager"; 2. Moscow Energy Institute (Technical University) - post-graduate course, year of graduation - 2003, two specialties - "Economics" and "Industrial Heat Power Engineering". Academic degree: Candidate of Economic Science. Primary place of employment Gazprom PJSC Position Head of Department Timeline of positions held during the last 5 years and held currently (including part-time jobs)

Period Name of company Position held 2007 - until present Gazprom PJSC Head of Department 2009 - until present Gazprom Energoholding LLC General Director 2009 - until present Centrenergoholding PJSC General Director Current positions (membership) in the management bodies of other legal entities

Period Name of company Position held 2007 - until present Mosenergo PJSC Member of the Board of Directors 2009 - until present OJSC Tyumen Energy Retail Company Chairman of the Board of Directors 2009 - until present TGK-1 OJSC Member of the Board of Directors 2009 - until present Centrenergoholding PJSC Member of the Board of Directors 2011 - until present NP Council of Power Producers Member of the Supervisory Board 2011 - until present OGK-2 PJSC Chairman of the Board of Directors 2011 - until present PJSC “Inter RAO” Member of the Board of Directors 2011 - until present LLC Heat Retail Company Member of the Board of Directors 2013 - until present NP CIET Member of the Supervisory Board

2013 - until present MOEC PJSC Chairman of the Board of Directors

267

2015 - until present GEH-Engineering LLC Chairman of the Board of Directors

268

Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO" Share in authorized capital stock of PJSC "Inter RAO" No Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number No of shares) Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies No or employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of No the last three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company.

4. Is the owner of shares or the beneficiary under the company's shares No 57making more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal No entity, if their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors).

6. Provides consulting services to the company or to the legal entities No controlling or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services. 7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such

57 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

269

organizations or the rating agency, which were directly engaged in the provision of such services to the company. 8. Held the office of the member of the Board of Directors of the Company No for over seven years in total. Relation to the substantial shareholder of the company58 9. Is the employee and/or the member of the executive bodies of a No substantial shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the No last three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from).

11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company. Relation to the substantial counterparty59 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the No substantial contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) No of the substantial counterparty or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the No positions in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company. 15. Is the representative of the Russian Federation, its constituent or No municipal formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

58 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 59 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

270

16. Is obliged to vote on one or several issues falling within the competence No of the Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation. 17. During one year preceding the election to the Board of Directors of the No Company, is or has been the member of the executive body or other employee with the managerial authority of the organization controlled by the Russian Federation, its constituent or municipal formation, or the employee of the state or municipal unitary enterprise or institution (except for the employees of the state or municipal educational or research organization, which conduct teaching or research activity and are not the persons appointed (approved) to the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of No directors or for election (appointment) to the position in other legal entities. 19. Data on the associates and affiliates60. No 20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ / D.V. Fedorov / (signature)

February 08, 2016

60 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

271

FORM OF A CANDIDATE TO THE BOARD OF DIRECTORS / MEMBER OF THE BOARD OF DIRECTORS OF PJSC "Inter RAO"

Nominee Information Form Full name Dmitriy Evgenyevich Shugaev Year of birth 11.08.1965 Citizenship Russian Federation Place of residence (city, country) 8, Zatonnaya St., Building 2, Apt. 14, Moscow, Russia Education background (level, specialty, educational Higher education. Moscow State Institute of institution, year of graduation) International Relations under the Ministry of Foreign Affairs of the USSR, international journalism (1982-1987) Primary place of employment ROSTECH State Corporation Position Deputy General Director Timeline of positions held during the last 5 years and held currently (including part-time employment)

Period Name of company Position held 01.2008 - until present ROSTECH State Corporation Head of the General Director's Office; Deputy General Director

Current positions (membership) in the management bodies of other legal entities Period Name of company Position held 2008 - until present Transport and Exhibition Complex Russia Chairman of the Board of OJSC Directors 2008 - until present Non-Commercial Partnership National Deputy Chairman of the Center for Aircraft Engineering Supervisory Board

2011 - until present PJSC "INTER RAO UES" Deputy Chairman of the Board of Directors 2013 - until present International Airport Ramenskoye OJSC Deputy Chairman of the Board of Directors 2014 - until present RAMPORT AERO OJSC Deputy Chairman of the Board of Directors 2014 - until present Rosoboronexport OJSC Member of the Board of Directors 2015 - until present RT-Business Development LLC Member of the Board of Directors Data on the shares owned in PJSC “Inter RAO” and in subsidiaries of PJSC "Inter RAO"

Share in authorized capital stock of PJSC "Inter RAO" None

Share in authorized capital stock of subsidiaries of PJSC "Inter RAO" (number of None shares)

272

Other information on the applicant

Relation to the company 1. Is or has been for the last three years the member of the executive bodies or No employee of the company, organization controlled by the company, and/or management organization of the company.

2. Is a member of the board of directors of a legal entity that controls the No company, or of an organization controlled by or of a management organization of such legal entity? 3. Received remunerations and/or other material incentives during any of the last No three years from the company and/or from the organizations controlled by the company, in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the Board of Directors of the Company and/or of the organization controlled by the Company, including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned under the securities of the company and/or of the organization controlled by the company. 4. Is the owner of shares or the beneficiary under the company's shares 61making No more than one per cent of the authorized capital or of the total amount of the company's voting shares, or the market value of which exceeds in over 20 times the annual fixed remuneration paid to the member of the board of directors of the company.

5. Is the employee and/or member of the executive bodies of the legal entity, if No their remuneration is determined (considered) by the Remuneration Committee of the Board of Directors (or by the Board of Directors) of such legal entity, and any of the employees and/or members of the executive bodies of the company is the member of the said committee (or the board of directors). 6. Provides consulting services to the company or to the legal entities controlling No or controlled by the company, or is the member of the management bodies of the organizations providing such services to the companies or to the said legal entities, or is the employee of such organizations actually engaged in the provision of such services. 7. During the last three years rendered the company or the legal entities No controlled by the company the services in the field of appraisal activity, tax consulting, auditor's services or book-keeping services, or during the last three years was the member of the management bodies of the organizations that rendered such services to the said legal entities, or of the rating agency of the company, or was the employee of such organizations or the rating agency, which were directly engaged in the provision of such services to the company. 8. Held the office of the member of the Board of Directors of the Company for No over seven years in total.

61 Beneficiary under the company's shares shall be an individual who acquires in pursuance of his participation in the company, under the contract or otherwise the economic benefit from owning the shares (stakes) and/or using the votes granted under the shares (stakes) comprising the company's authorized capital.

273

Relation to the substantial shareholder of the company62 9. Is the employee and/or the member of the executive bodies of a substantial No shareholder of the company (the legal entity from the group of organizations the company's substantial shareholder is from).

10. Received remuneration and/or other material incentives during any of the last No three years from the substantial shareholder of the company (from the legal entity from the group of organizations the company's substantial shareholder is from), in the amount of over a half of the annual fixed remuneration paid to the member of the Board of Directors of the Company. It shall not include payments and/or compensations received as remuneration for and/or compensation of expenses on performing the duties of the member of the board of directors (committee of the board of directors) of the substantial shareholder of the Company (the legal entity from the group of organization the company's substantial shareholder is from), including expenses on the insurance of their liability as members of the board of directors, and income and other payments earned by the said persons under the securities of the substantial shareholder of the company (the legal entity from the group of organization the company's substantial shareholder is from).

11. Is the member of the board of directors in more than two legal entities No controlled by the company's substantial shareholder or by the person controlling such substantial shareholder of the company.

Relation to the substantial counterparty63 or to the competitor of the company 12. Is the employee and/or member of the management bodies of the substantial No contracting party or competitor of the company or of the legal entities controlling the substantial contracting party or competitor of the company or of the organizations controlled by the latter. 13. Is the owner of shares (stakes) or the beneficiary under the shares (stakes) of No the substantial contracting party or competitor of the company, which make more than five per cent of the authorized capital or of the total amount of voting shares (stakes). Relation to the state or municipal formation 14. Is or has been a civil or municipal servant or a person substituting the positions No in the governmental authorities, or the employee of the Bank of Russia during one year preceding his election to the Board of Directors of the Company.

15. Is the representative of the Russian Federation, its constituent or municipal No formation in the Board of Directors of the Company, in respect of which it was decided to use a special right to take part in the governance ("golden share").

62 A substantial shareholder of the company is a person entitled to use five and more per cent of votes granted under the voting shares comprising the authorized capital of the company, either directly or indirectly (through the controlled persons), on its own or together with other persons bound with such shareholder by trust agreement and/or simple partnership agreement, and/or commission agreement, and/or shareholders' agreement, and/or other agreement, the subject matter of which covers the exercise of the rights certified by issuer's shares (stakes). 63 The substantial contracting party of the company is the entity being a party to the contract (contracts) with the company, the liabilities under which amount to two or more per cent of the book value of assets or two or more per cent of the revenue (income) of the company (including the group of the organizations controlled by the company) or of the company's substantial contracting party (group of organizations the company's substantial contracting party is a part of).

274

16. Is obliged to vote on one or several issues falling within the competence of the No Board of Directors of the Company in accordance with the directive of the Russian Federation, its constituent or municipal formation.

17. During one year preceding the election to the Board of Directors of the Yes, I am the Company, is or has been the member of the executive body or other employee employee of with the managerial authority of the organization controlled by the Russian Rostech State Federation, its constituent or municipal formation, or the employee of the state Corporation, 100% or municipal unitary enterprise or institution (except for the employees of the shares of which are state or municipal educational or research organization, which conduct owned by the teaching or research activity and are not the persons appointed (approved) to Russian Federation the position of a sole executive body or to another position in the state or municipal educational or research organization by decision or with the consent of the governmental (local) authorities), if the said person is nominated for election to the Board of Directors of the Company, where over 20 per cent of the authorized capital or voting shares of the company is controlled by the Russian Federation, its constituent or municipal formation.

Other data 18. Data on the nomination of the applicant to the members of the board of No directors or for election (appointment) to the position in other legal entities.

19. Data on the associates and affiliates64. No

20. Data on the applicant's relations with the affiliates and major contracting No parties of PJSC “Inter RAO” not mentioned in the information above.

21. Data on the conflict of interest, not mentioned in the information above. No

22. Data on the nature of relations with the company, not mentioned in the No information above.

/Signature/ _____ /D.E. Shugayev/ (signature)

February 10, 2016

64 The individual's associated persons are: spouse, parents, children, adoptive parents, adopted children, full-blood and half-blood brothers and sisters, grandparents, or other person residing together with the individual and keeping common household.

275