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Proxy Materials for the Annual General Meeting of Shareholders

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Proxy Materials for the Annual General Meeting of Shareholders Proxy materials for the Annual General Meeting of Shareholders Table of contents NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS ...........................................................4 VOTING INFORMATION ...............................................................................................................................6 1. Approval of the Company’s Annual Report ...................................................................................9 2. Approval of the Company's annual financial statements, including profit and loss statements (profit and loss accounts) ...................................................................................................... 10 3. Distribution of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the year 2013 .............................................................................. 13 4. Payment of remuneration to the members of the Board of Directors - non- governmental officers for serving as members of the Board of Directors, in the amount established by the Company's internal documents................................................................................ 14 5. Payment of additional remuneration to the members of the Revision Commission of the Company ................................................................................................................................................ 16 6. Election of members of the Board of Directors of the Company ............................................. 17 7. Election of members of the Revision Commission of the Company ........................................ 54 8. Approval of the Auditor of the Company..................................................................................... 55 9. Approval of the Company’s Charter in a revised version ......................................................... 57 10. Approval of the Regulation on the Procedure of Preparing and Holding the General Meeting of Shareholders of JSC “Inter RAO” in a revised version ...................................................... 111 11. Approval of the Regulation on Revision Commission of the Company in a revised version. ................................................................................................................................................. 134 12. Determination of the amount, par value, category (type) of authorized shares of the Company and the rights attached to these shares. ............................................................................... 154 13. Reduction of the Company’s authorized capital. ...................................................................... 154 14. Consolidation of the Company's shares. .................................................................................... 154 15. Determination of the price (pecuniary valuation) of services acquired by JSC “Inter RAO” under the Directors and Officers Liability Insurance Policy to be executed between JSC “Inter RAO” and JSC "SOGAZ" ............................................................................................................ 158 16.1. Approval of the Directors and Officers Liability Insurance Policy entered into by JSC “Inter RAO” and JSC “SOGAZ” as a related party transaction .............................................................. 158 16.2. Approve the following contracts as a related (a set of interrelated) party transactions: .... 164 16.3. On approval of the loan agreement(s) between JSC “Inter RAO” and INTER RAO Credit B.V. as a transaction(s) made in the process of normal business and deemed as related- party transaction(s)”. ................................................................................................................................ 167 2 Proxy materials for the Annual General Meeting of Shareholders 16.4. Approval of the contract(s) of guarantee between JSC “Inter RAO” and GPB (OJSC), and/or VTB Bank JSC, and/or VTB Capital plc, and/or Sberbank of Russia OJSC, and/or JSB ROSSIYA JSC, and/or ALFA BANK OJSC, and/or JSCB Absolut Bank (OJSC), and/or Sobinbank OJSC, and/or ROSEXIMBANK CJSC, and/or CREDIT BANK OF MOSCOW OJSC, and/or JSCB Sviaz-Bank OJSC, and/or JSCB ROSBANK OJSC, and/or Bank Petrocommerce OJSC, and/or State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank), and/or Eurasian Development Bank, and/or ZAO Bank of Tokyo- Mitsubishi UFJ (Eurasia), and/or European Bank For Reconstruction and Development, and/or Nordea Bank OJSC, and/or ING Bank N.V., ING Bank, a branch of ING DiBa AG, and/or Commerzbank AG, and/or HSBC Holdings plc, and/or ZAO Raiffeisenbank, and/or Mizuho Bank, and/or Sumitomo Mitsui Banking Corporation, and/or UniCredit Group, and/or Bank of America Corporation, and/or Barclays Bank, and/or BNP PARIBAS ZAO, and/or Goldman Sachs, and/or Deutsche Bank, and/or Intesa Sanpaolo, and/or Royal Bank of Scotland, and/or Bank of America Merrill Lynch, and/or Citigroup, and/or China Construction Bank (or CCB), and/or UBS, and/or Societe Generale, and/or Bank of Georgia, and/or Industrial and Commercial Bank of China (ICBC), and/or ICICI Bank, and/or JPMorgan Chase & Co, and/or KfW Bankengruppe, and/or IFC Group, and/or World Bank Group, and/or Morgan Stanley, and/or Amsterdam Trade Bank N.V., and/or Crédit Agricole S.A., and/or CREDIT SUISSE GROUP AG, and/or The European Investment Bank and/or legal entities, as well as entities affiliated thereto, and/or provision by JSC “Inter RAO” of guarantee(s) in favor of the aforenamed entities as a security of fulfilment by INTER RAO Credit B.V. of all payment obligations arising from prospective foreign loans for the purposes of financing of the purchase of basic power equipment as part of investment projects of Inter RAO Group against security of an export credit agency as a related-party transaction(s)”. .......................................................................................................................................... 169 16.5. Approval of the transaction(s) between JSC “Inter RAO” and GPB (OJSC), and/or JSB ROSSIYA JSC, and/or Vnesheconombank as a related-party transaction(s) (several associated transactions) that may be conducted in the future in the course of ordinary business of JSC “Inter RAO” ...................................................................................................................... 174 16.6. Approval of the electric power purchase transactions between JSC “Inter RAO” and RAO Nordic Oy as transactions (several associated transactions), which may be conducted in the future in the course of ordinary business of JSC “Inter RAO” and which are related- party transactions ..................................................................................................................................... 178 16.7. Approval of the electric power purchase transactions between JSC “Inter RAO” and AB “INTER RAO Lietuva” as transactions (several associated transactions), which may be conducted in the future in the course of ordinary business of JSC “Inter RAO” and which are related-party transactions ....................................................................................................................... 180 3 Proxy materials for the Annual General Meeting of Shareholders NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Open Joint Stock Company «Inter RAO» Location: 27/2 Bolshaya Pirogovskaya st., Moscow, Russian Federation, 119435 Dear Shareholders! Open Joint Stock Company «Inter RAO UES» (hereinafter also referred to as JSC “Inter RAO”, Company) is pleased to announce that the Annual General Meeting of Shareholders of the Company will be held on May 25th, 2014 (hereinafter also — the “Meeting”) in the form of a meeting (joint attendance). Agenda of the meeting : 1. Approval of the Company’s Annual Report. 2. Approval of the Company’s annual accounting statements, including profit and loss statement (profit and loss account). 3. Distribution of profit (including payment (announcement) of dividends) and losses of the Company based on the results of the year 2013. 4. Payment of remuneration to the members of the Board of Directors - non- governmental officers for serving as members of the Board of Directors, in the amount established by the Company’s internal documents. 5. Payment of additional remuneration to the members of the Revision Commission of the Company. 6. Election of members of the Board of Directors of the Company. 7. Election of members of the Revision Commission of the Company. 8. Approval of the Auditor of the Company. 9. Approval of the Company’s Charter in a revised version. 10. Approval of the Regulation on the Procedure of Preparing and Holding the General Meeting of Shareholders in a revised version. 11. Approval of the Regulation on Revision Commission of the Company in a revised version. 12. Determination of the amount, par value, category (type) of authorized shares of the Company and the rights attached to these shares. 13. Reduction of the Company’s authorized capital. 14. Consolidation of the Company's shares. 15. Determination of the price (pecuniary valuation) of the services acquired by JSC "Inter RAO" under the Directors’, Officers’ and Companies’ Liability Insurance Policy to be executed between JSC "Inter RAO" and JSC “SOGAZ”. 16. Approval of related - party transactions. Date of the list of persons entitled to participate in the Meeting (record date): April 18th, 2014. 4 Proxy materials for the Annual General Meeting of Shareholders
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