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

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

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.

Proxy materials for the Annual General Meeting of Shareholders

In order to take part in the Meeting, the shareholder or its representative shall have a passport or another identification document, and the shareholder's representative shall also have a power of attorney executed in accordance with the legislation of the Russian Federation, or another document certifying his/her powers.

Venue of the Meeting: 6 Startovaya Str., letter A, Crown Plaza St. Petersburg Airport Hotel, Alexandrovskiy Hall, St. Petersburg, 196210, Russian Federation. Start time of the Meeting – 12:00 pm local time. Registration of the shareholders will commence at 10:00 am local time on held on May 25, 2014. Registration shall be carried out at the venue of the Meeting. The persons entitled to participate in the Meeting may review information (reference materials) submitted for the preparation to the Meeting during the period from April 30, 2014 until May 25, 2014 on working days from 10:00 to 17:00 local time at the following addresses: 18 Stromynka Str., Building 13, OJSC Registrar R.O.S.T, Moscow, Russian Federation; 27 Bolshaya Pirogovskaya St., Building 2, Moscow 119435, Russian Federation, JSC "Inter RAO", and, starting on April 25, 2014 - also at the website of the Company: http://www.interrao.ru.

The said information will be available for review of the participants of the Annual General Meeting of Shareholders’ of the Company at the venue of its conduct on May 25, 2014 from the moment of the start of registration of the participants of the Company’s Annual General Meeting of Shareholders up to its closure. Completed voting ballots can be sent to the following addresses: 18 Stromynka Str., p.o. box 9 (OJSC Registrar R.O.S.T.), Moscow, 107996, Russian Federation; 27 Bolshaya Pirogovskaya Str., Building 2, Moscow 119435, JSC "Inter RAO". When determining quorum and counting the voting results at the Annual General Meeting of Shareholders of the Company, the votes represented by voting ballots received not later than two (2) days prior to the date of the Annual General Meeting of Shareholders shall be counted.

We draw your attention to the fact that free bus transfer will be provided from the "Moskovskaya" metro station to the venue of the Meeting (Crown Plaza Airport Hotel) and back on 25/05/2014 from 09:45 am till the end of the Meeting. The buses will go every 10-15 minutes. The Company’s personnel wearing clothes with the corporate symbols of JSC "Inter RAO" will provide assistance near the bus stop. Buses that will deliver participants to the venue of the Meeting and back will have the plate "Inter RAO" under the wind screen. You should use the exit from "Moskovskaya" station that leads to Aviatsionnaya Street and when you enter an underground passage, take the first stairway to the left. Near the exit from the underground passage you will be met by the coordinators wearing clothes with the corporate symbols of JSC "Inter RAO" and holding placards who will show you the direction to the bus stop where you can take a bus to the venue of the Meeting.

Proxy materials for the Annual General Meeting of Shareholders

Board of Directors of JSC "Inter RAO"

VOTING INFORMATION

№ Item of the agenda Voting order on the items of the agenda 1. Approval of the Company’s Annual The decision shall be adopted by a simple majority of Report votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 2. Approval of the Company’s annual The decision shall be adopted by a simple majority of accounting statements, including votes - shareholders of the voting shares of the profit and loss statement (profit and Company participating in the General Meeting of loss account) Shareholders. 3. Distribution of profits (including The decision shall be adopted by a simple majority of payment (declaration) of dividends) votes - shareholders of the voting shares of the and losses of the Company based on Company participating in the General Meeting of the results of the year 2013 Shareholders. 4. Payment of remuneration to the The decision shall be adopted by a simple majority of members of the Board of Directors - votes - shareholders of the voting shares of the non-governmental offocers for Company participating in the General Meeting of serving as members of the Board of Shareholders. Directors, in the amount established by the Company’s internal documents 5. Payment of additional remuneration The decision shall be adopted by a simple majority of to the members of the Revission votes - shareholders of the voting shares of the Commission of the Company Company participating in the General Meeting of Shareholders. 6. Election of members of the Board of Cumulative voting. Directors of the Company In the event of cumulative voting, the number of votes held by each shareholder will be multiplied by the number of persons to be elected to the Company's Board of Directors. A shareholder (participant of the Meeting) shall be entitled to cast the votes so received for one candidate or distribute them among two or more candidates; or vote “against all the candidates” or “abstain from all the candidates” leaving only the chosen voting option uncrossed. A fractional part of the vote resulting from the multiplication of the number of votes held by the shareholder owning the fractional 6

Proxy materials for the Annual General Meeting of Shareholders

share by the number of persons to be elected to the company's board of directors may be cast for one candidate only. Elected to the Board of Directors (Supervisory Board) shall be the candidates with the highest number of votes.

7. Election of members of the Revision The decision shall be adopted by a simple majority of Commission of the Company votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. Elected to Revision Commission shall be the candidates with the highest number of votes. 8. Approval of the Auditor of the The decision shall be adopted by a simple majority of Company votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 9. Approval of the Company’s Charter The decision shall be adopted by a three-fourths (3/4) in a revised version majority vote of the shareholders - shareholders of voting shares participating in the meeting. 10. Approval of the Regulation on the The decision shall be adopted by a simple majority of Procedure of Preparing and Holding votes - shareholders of the voting shares of the the General Meeting of Shareholders Company participating in the General Meeting of in a revised version Shareholders. 11. Approval of the Regulation on The decision shall be adopted by a simple majority of Revission Commission of the votes - shareholders of the voting shares of the Company in a revised version Company participating in the General Meeting of Shareholders. 12. Determination of the amount, par The decision shall be adopted by a three-fourths (3/4) value, category (type) of authorized majority vote of the shareholders - shareholders of shares of the Company and the voting shares participating in the meeting. rights attached to these shares 13. Reduction of the Company’s The decision shall be adopted by a simple majority of authorized capital votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 14. Consolidation of the Company's The decision shall be adopted by a simple majority of shares votes - shareholders of the voting shares of the Company participating in the General Meeting of Shareholders. 15. Determination of the price The decision shall be adopted by a majority vote of all (pecuniary valuation) of the services non-interested in the transaction shareholders - acquired by JSC "Inter RAO" under owners of voting shares. the Directors’, Officers’ and Companies’ Liability Insurance 7

Proxy materials for the Annual General Meeting of Shareholders

Policy to be executed between JSC "Inter RAO" and JSC “SOGAZ” 16. Approval of related-party The decision shall be adopted by a majority vote of all transactions non-interested in the transaction shareholders - owners of voting shares.

Proxy materials for the Annual General Meeting of Shareholders

1. Approval of the Company’s Annual Report

Annual Report is a document annually submitted by the Company to the Annual General Meeting of Shareholders for consideration; it includes a report on major results achieved by the Company in the past year. Annual report is one of the most important public documents of a Company as it is one of the major instruments of communication between the company and the shareholders, investors and other interested parties. Annual Report of JSC “Inter RAO” for 2013 was prepared in compliance with the requirements established by the legislation of the Russian Federation, as well as corporate standards of the Company, and includes information on JSC “Inter RAO” and the results of its activity for the year under review and prospects of the Company’s further development. Annual Report of JSC "Inter RAO" for 2013 differs from the previous annual reports of the Group. Until 2013, the Group "Inter RAO" annually published annual reports separately from the non-financial reports (sustainability and environmental responsibility reports). According to the analysis of the opinions of stakeholders and international trends in the development of corporate reporting, it was decided to produce a united annual report of the Group "Inter RAO" for 2013, which includes a comprehensive description of the financial and non-financial results for the reporting period. The main purpose of the report is to inform interested parties on all the significant aspects of the Group "Inter RAO" and to provide a proper information disclosure. The Company’s Annual Report for 2013 has been pre-approved by the Company’s Board of Directors at the meeting in person on April 7, 2014 (Minutes #112). The draft of the Company’s Annual Report for 2012 is available on the Company’s website: http://www.interrao.ru/investors/meetings/AGSM2014 Annual General Meeting of Shareholders is proposed to adopt the following resolution:

Approve the Annual Report of the Company for 2013.

Proxy materials for the Annual General Meeting of Shareholders

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

Prepared in accordance with the Federal Law № 402-FZ of 06.12.2011 "On Accounting" annual financial statements of JSC "Inter RAO" for 2013 and the auditor's report confirming the reliability of the financial statements of an entity are presented in the Appendix to these reference materials. Financial Statements of the Company for 2013 were reviewed by the Board of Directors of the Company at the meeting in person on April 7, 2014 (Minutes as of 04/10/2014 #112). The financial statements of JSC “Inter RAO” for 12 months of the year 2013 prepared under the Russian Accounting Standards contain the following indicators:

Indicator* 12 months of 2013 12 months of 2012 Change, %

Proceeds 41.2 42.7 -3.5

Prime cost 34.7 35.2 -1.4

Gross profit 6.5 7.5 -13.3

Loss from sales -1.9 -1.1 -

Net loss -53.7 -14.4 -

As of December 31, As of December 31,

2013 2012

Cumulative assets 346.3 444.7 -22.1

Total capital 330.3 384.0 -14.0

Loans and borrowings 5.3 14.2 -62.7

Net debt** -15.6 -0.8 -

* - in billion RUB, unless otherwise specified

** - Short-term Loans and Borrowings plus Long-Term Loans and Borrowings minus Cash and Cash Equivalents minus Short-Term Financial Investments.

The proceeds of JSC “Inter RAO” for 12 months of the year 2013 amounted to 41.2 billion rubles, which is 1.5 billion rubles (or 3.5%) less than in the same period of the last year.

Proxy materials for the Annual General Meeting of Shareholders

The proceeds from electricity export totaled 23.3 billion rubles, which is 2.3 billion rubles (or 9.0%) less in the same period of the last year. The Kazakhstan and Lithuania directions showed the primary reduction of electricity export in physical indicators (by 27.0% and 25.4% respectively) due to the reduction of volumes of commercial supplies and capacity restrictions on the part of the Baltics’ system operators for the supply from Russia in the H2 2013. Export to Finland increased by 8.3% in physical indicators as a result of an increase in the volume of supplies in this direction and growth of the euro to ruble exchange rate. Other traditional export areas have undergone minor changes. Currently, the project is being completed for the transfer of the generating equipment of the production facilities of JSC “Inter RAO” to its 100% subsidiary OJSC “INTER RAO – Electric Power Plants”. The lease of the production equipment of Kaliningradskaya TPP-2 Branch, Severo-Zapadnaya TPP Branch and Sochinskaya TPP Branch expired on March 1, 2012. The lease of the production equipment of the Ivanovo CCPP Branch expired on September 30, 2013. Thus, the report of JSC “Inter RAO” for the year 2012 includes the performance of all branches for two months and results of one branch for ten months respectively, while the report on the financial performance for the year 2013 includes the performance of Ivanovo CCPP Branch. The company’s activity for the production of electric and thermal power was terminated on October 1, 2013. For 2013 the proceeds from the sale of electricity and capacity at the wholesale electric power and capacity market amounted to 14.7 rubles, which is 1.9 billion rubles (11.4%) less y-o- y. Such drop in the proceeds is a result of the full transfer of electricity production to OJSC “INTER RAO – Electric Power Plants” as part of measures taken to optimize the generating assets management system. The proceeds from other sales for 2013 amounted to 3.2 billion rubles compared to 0.5 billion rubles in 2012. The increase in other proceeds was largely due to the supply of four gas turbine generators to Venezuela. The prime cost for 2013 totaled 34.7 billion rubles, which is 0.5 billion rubles (1.4%) less than that for the past year. The gross profit for 2013 amounted to 6.5 billion rubles against 7.5 billion rubles for the similar period of the past year. The loss from sales for 2013 amounted to 1.9 billion rubles against 1.1 billion as of the year 2012. The income from participation in other organizations amounted to 3.5 billion rubles against 2.6 billion rubles for the similar period of 2012. The growth of 0.9 billion rubles (34.6%) was due to receipt of dividends from the subsidiaries and affiliates in a large amount. The balance of other income/expenses was minus 56.5 billion rubles. For the comparable period of the past year, the balance of other income/expenses totaled minus 11.0 billion rubles. The primary reason for such changes in the financial performance was the growth of expenses relating to the revaluation of the quoted and non-quoted financial assets as of the end of the reporting year. The depreciation amounted to 57.0 billion rubles for 2013 and 14.8 billion rubles for 2012. The key factor was a decrease in the quotation of shares of power companies. In 2013 the net loss was 53.7 billion rubles against 14.4 billion rubles for the similar period of the past year. Without regard to the depreciation of financial investments, the net profit amounted to 3.3 rubles against 0.4 billion rubles of net profits as of the end of 2012.

Proxy materials for the Annual General Meeting of Shareholders

Balance Sheet As of the end of December 31, 2013, the cumulative assets of JSC “Inter RAO” reduced by 98.4 billion rubles (or 22.1%) and amounted to 346.3 billion rubles. The main reason for such decrease in the cumulative assets was the diverse effect of the reducing amount of non-current assets and short-term receivables and the increasing amount of cash and cash equivalents. For 2013 non-current assets reduced by 56.6 billion rubles (or 15.3%) and amounted to 312.7 billion rubles as of the end of the reporting year. Such reduction of non-current assets was mainly due to the following factors: reduction of the amount of long-term financial investments by 58.6 billion rubles (17.5%) due to their revaluation at the end of the reporting period; the sale of shares in JSC “Volzhskaya TGK” and JSC “TGK-6” due to the implementation of the strategy for the disposal of shares held in energy companies; and due to the increase in the long-term accounts receivable by 5.3 billion rubles (or 19.9%) after signing supplementary agreements with subsidiaries for payments deferral. For 2013 the current assets reduced by 41.7 billion rubles (or 55.4%), and amounted to 33.6 billion rubles as of December 31, 2013. The reduction was mainly due to the repayment of the receivables of the subsidiary JSC “INTER RAO Capital” for the amount of 37.8 billion rubles and reclassification of the group’s internal short-term accounts receivable into long-term receivables. However, the amount of cash assets (including cash equivalents) increased by 2.6 billion rubles (or 18.4%) and amounted to 16.7 billion rubles. The debt load for 2013 reduced by 8.9 billion rubles (or 62.7%) and totaled 5.3 billion rubles. The ratio of long-term to short-term borrowings was 77.2% to 22.8% as of the beginning of 2013 and 99.9% to 0.1% as of the end of 2013, which is associated with scheduled and premature repayment of the principal debt on high-value loans. The total liabilities amount (except of received borrowings/loans) reduced by 35.7 billion rubles or (76.9%) as compared to the beginning of the year and amounted to 10.7 billion rubles as of the end of the reporting year. The decrease in other liabilities was largely due to the redemption of debt to JSC “INTER RAO Capital” for the amount of 26.2 billion rubles and redemption of own bonds by 10.4 billion rubles. The said bonds were used in the transaction for the purchase of generating assets of JSC “Bashkirenergo”. Annual General Meeting of Shareholders is proposed to adopt the following resolution:

Approve the Company's annual financial statements for the year 2013, including profit and loss statements (profit and loss accounts).

Proxy materials for the Annual General Meeting of Shareholders

3. Distribution of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the year 2013

In accordance with paragraph 2, Art. 42 of the Federal Law "On Joint Stock Companies" and par. 3.1-3.2 of the Company’s Divident Policy: The Company's after-tax profit (Company's net profit) to be determined according to the data of the Company's accounting records prepared in accordance with the requirements of RAS shall be the source of payment of dividends.

The amount of funds available for dividends may not exceed the indicator of the Company's net profit to be determined according to the data of the accounting reports prepared in accordance with RAS. Net loss "Inter RAO" for 2013 amounted to 53.7 billion rubles, which is explained by the revaluation of quoted and unquoted financial assets at the end of the year, the amount of impairment loss for 2013 amounted to 57.0 billion rubles. The main factor - the stock price decrease of energy companies. According to the above and to the fact that by the results of the year 2013, the Company suffered a net loss of 53,688,401 thousands RUB, JSC “INTER RAO UES” has no right to pay dividends by the results of 2013. The Board of Directors on its meeting on April 7, 20142014 (Minutes as of 10.04.2014 # 112) recommended the Annual General Meeting to adopt a resolution not to pay dividends for the year 2013. The extract from the Minutes of the Board’s meeting is located on the Company's Web site at: http://www.interrao.ru/investors/meetings/AGSM2014 Annual General Meeting of Shareholders is proposed to adopt the following resolutions: 3.1. Not to distribute the net profit of JSC “Inter RAO” by the results of the financial year 2013 due to the net loss of 53,688,401 thousands RUB suffered. 3.2. Not to pay dividends on common shares of JSC “Inter RAO” by the results of the financial year 2013.

Proxy materials for the Annual General Meeting of Shareholders

4. Payment of remuneration to the members of the Board of Directors - non-governmental officers for serving as members of the Board of Directors, in the amount established by the Company's internal documents

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

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

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

Proxy materials for the Annual General Meeting of Shareholders

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

Annual General Meeting of Shareholders is proposed to adopt the following resolution: Perform payment of remuneration to the members of the Board of Directors - non-governmental officers for serving as members of the Board of Directors, in the amount, timing and manner established by the Company's internal documents

Proxy materials for the Annual General Meeting of Shareholders

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

Under subclause 10.1.23 of cl. 10.1, Art. 10 of the Company’s Charter, payment of remuneration to the members of the Revision Commission of the Company falls within the competence of the General Meeting of Shareholders. In accordance with cl. 3.1. of the Regulations on Payment of Remuneration and Compensations to the Members of the Revision Commission of JSC “Inter RAO” (hereinafter referred to as the Regulations), a member of the Revision Commission of the Company is paid a lump-sum remuneration for the participation in the audit (revision) of financial and economic activities, in the amount equivalent to 5 minimum first class worker monthly salary rate as specified in the sectoral tariff agreement in the electric power complex of the Russian Federation (hereinafter referred to as the Agreement) during the period of the audit (revision), with due regard for the indexation specified in the Agreement, within 1 week from the submission of the report on the audit (revision) results. As of the first half of the year 2014 the amount of such monthly salary rate is 5,400 RUB. According to cl. 3.2. and cl. 3.3. of the Regulations, for each audit (revision) of financial and economic activities of the Company implemented, the members of the Revision Commission of the Company may be paid addiotional remuneration in the amount not exceeding 20 times minimum first class worker monthly salary rate stipulated for in the Agreement with due regard for the indexation. This being said, the amount of remuneration paid to the Chairman of the Revision Commission of the Company increases by 50 %. The Company’s Board of Directors has recommended to the Annual General Meeting of Shareholders at the meeting held on April 7, 2014 in person to take a positive decision on the matter.

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

In accordance with the Regulations on Payment of Remuneration and Compensations to the Members of the Revision Commission of JSC “Inter RAO”, within a period not exceeding 1 calendar month from the date of this decision, to pay the members of the Revision Commission of JSC “Inter RAO” additional remuneration for the audit of financial and economic activities of JSC “Inter RAO” conducted following the results of 2013, in the following amounts: - Chairman of the Revision Commission – 162,000 RUB; - Members of the Revision Commission – 108,000 RUB each.

Proxy materials for the Annual General Meeting of Shareholders

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

In conformity with the paragraph 1 of Art. 53 of the Federal Law "On Joint Stock Companies" and the paragraph 12.1 of Article 12 of the Charter of JSC “Inter RAO”, the shareholders (shareholder) holding in the aggregate not less than 2% of the voting shares of the Company have a right, within 60 days on completion of the financial year, to submit issues on the agenda of the Annual General Meeting of Shareholders and to nominate candidates for the Board of Directors of the Company and the Revision Commission of the Company. As of March 3, 2014 the Company received 6 proposals to nominate candidates to the management and control bodies of JSC “Inter RAO” from the following shareholders:

(1) Open Joint Stock Company “ROSNEFTEGAZ”, which owns 26.36% of the voting shares of the Company. (2) The State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank), which holds 5.107% of voting shares of the Company. (3) Open Joint Stock Company Federal Grid Company of the Unified Energy System, which owns 14.07% of voting shares of the Company. (4) Open Joint Stock Company Mining and Metallurgical Company Norilsk Nickel, which owns 10.96% of voting shares of the Company. (5) Closed Joint Stock Company Leader, the trustee of 3.71% of voting shares of the Company. (6) Closed Joint Stock Company INTER RAO Capital, which owns 13.93% of voting shares of the Company.

Information on the candidates to the Company’s Board of Directors is available on the Company’s website: http://www.interrao.ru/investors/meetings/AGSM2014

On March 6, 2014 the Board of Directors of the Company has included in the list of candidates for election to the Board of Directors of JSC "Inter RAO" the following persons (Minutes # 109 as of March 11, 2014):

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№ Candidate proposed by the Position, work place of the candidate proposed by the shareholder for inclusion Presence/ shareholder for inclusion in the in the voting list for election to the Board of Directors of the Company (as of the absence voting list for election to the Board date of nomination) of the consent for of Directors of the Company election

1. Deputy CEO - Head of Corporate Governance, Asset Management and Legal Elena S. Bezdenezhnykh  Unit, OJSC MMC Norilsk Nickel 2. Deputy General Director for Government and Investor Relations, OJSC MMC Andrei E. Bougrov  Norilsk Nickel 3. Oleg M. Budargin Director General, Chairman of the Management Board of JSC Russian Grids 

4. Anatoly A. Gavrilenko Director General, CJSC Leader 

5. Vladimir A. Dmitriev Chairman of Vnesheconombank 

6. Advisor of Arbat Investment Services Limited representative office Mikhail Yu. Kobischanov 

7. Boris Yu. Kovalchuk Chairman of the Management Board of JSC "Inter RAO" 

8. Vyacheslav M. Kravchenko Deputy Minister of Energy of the Russian Federation 

9. Alexander M. Lokshin Member of the Management Board, First Deputy CEO for Operations  Management, State Atomic Energy Corporation Rosatom 10. Andrey E. Murov Chairman of the Management Board, JSC “FGC UES” 

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11. Aleksey V. Nuzhdov Deputy General Director for Investments and Government Relations,  CJSC Leader 12. Nikolay D. Rogalev Rector of Federal State Budgetary Institution of Higher Vocational Education  National Research University "Moscow Power Engineering Institute" 13. Ronald (Ron) J. Pollett President & CEO, GE in Russia & CIS 

14. Member of the Management Board, Head of the Gas and Liquid Kirill G. Seleznyov  Hydrocarbons Marketing and Processing Department, JSC Gazprom 15. President, Chairman of the Management Board, Deputy Chairman of the Igor I. Sechin  Board of Directors, Rosneft 16. Head of Electric Energy Industry and Marketing in Electric Energy Denis V. Fedorov Development, Gas and Liquid Hydrocarbons Marketing and Processing  Department, JSC Gazprom 17. Moderator and Co-Director of the Department of Executive Education Alexander V. Chmel  programs of the Moscow School of Management SKOLKOVO 18. Dmitry E. Shugaev Deputy Director General of Rostec State Corporation 

On March 21, 2014 the HR and Remuneration Committee of the Board of Directors of JSC "Inter RAO" performed preliminary assesment of the candidates’ compliance with the independency criteria (Minutes No. 3).

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

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

Deputy Chief Executive Officer – Head of Corporate, Property and Legal Relationships Unit of OJSC MMC Norilsk Nickel Education, skills and professional experience Higher professional education 1996 Graduated from Krasnoyarsk State University, specialization in Law Specialization in Law and Corporate Management 1995 Began her working career in at Norilsk Mining and Metallurgy Plant named after A. P. Zavenyagin, started as a Legal Councilor and finally became Director of the Corporate and Legal Issues Department 2008 Appointed a Director of the Legal Department of OJSC MMC Norilsk Nickel March 2012 Approved to the position of the Deputy Chief Executive Officer – Head of Corporate, Property and Legal Relationships Unit. Specialization in Strategic Management By the decision of the Board of Directors dated 06/25/2013 (Minutes No. 96 dated 06/25/2013) was elected a Member of the Human Resources and Remuneration Committee of the Board of Directors of JSC “Inter RAO”. By the decision of the Board of Directors of the Company dated 07/22/2013 (Minutes No.130/1) Elena Bezdenezhnykh was elected a Member of the Strategy and Development Committee of the Board of Directors of IDGC of the North-West JSC. Working experience in the boards of directors or holding high office in other joint-stock companies, which securities are listed in the organized trading facilities (exchange markets), including international companies 2008–2010 Member of the Board of Directors of WGC-3 JSC, from 2012 to present – a Member of the Management Board of OJSC MMC Norilsk Nickel. 20

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2013 to present Member of the Human Resources and Remuneration Committee of the Board of Directors of JSC “Inter RAO”. As at the time of evaluation Elena Bezdenezhnykh represents the principal shareholder, she cannot be recognized as an independent director according to the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

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

Andrey Ye. Bugrov Year of birth: 1952

Deputy Chief Executive Officer for Interaction with Government Authorities and Investment Community of OJSC MMC Norilsk Nickel Education, skills and professional experience Higher professional education 1974 Graduated from MGIMO with specialization in International Economic Relations Specialization in Finance and Investment Ph.D in Economics 1977–1991 Work in the Ministry of Foreign Affairs of the USSR 1991–1993 Councilor to the President, European Bank for Reconstruction and Development 1993–2002 Executive Director on the part of the Russian Federation in the World Bank Group – EBRD, International Financial Corporation, Multilateral Investment Guarantee Agency

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

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

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

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

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

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

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

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

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

Anatoly A. Gavrilenko Year of birth: 1972 General Director of CJSC Lider. From 1995 to 2001, he held position of General Director of Alor-Invest, from 2001 to 2004 – Director General of the Managing Company Agana. Education, skills and professional experience: Higher professional education:

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In 1995, Mr. Gavrilenko graduated from Lomonosov Moscow State University, specialty "Mathematical economics", in 2001 – Lomonosov Moscow State University, specialty "Law".

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

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

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

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

Vladimir A. Dmitriev

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

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

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

In 1997, Vladimir Dmitriev was appointed to the position of the First Deputy Chairman of Vneshekonombank of the USSR. From 2002 to 2004, he held position of the Deputy President – Chairman of the Management Board of Vneshekonombank, from 2004 to 2007 – Chairman of

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Vneshekonombank of the USSR. Since June 2007, Vladimir Dmitriev works as the Chairman of the State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank).

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

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

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

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

As at the time of evaluation Vladimir Dmitriev represents the principal shareholder and is, together with other members of the Board of Directors of JSC “Inter RAO”, the Member of the Boards of Directors of other companies, he cannot be recognized as an independent director in 27

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

Mikhail Yu.Kobishchanov Year of birth: 1963 Councilor for the representative office of Arbat Investment Services Limited Education, skills and professional experience Higher professional education 1984 Graduated from Plekhanov Moscow Institute of National Economy with honors 1988 Completed postgraduate course at the Institute of Africa of the Academy of Science of the USSR (Ph.D in Economics with specialization in Economy of the Developing Countries) Specialization in finance and investment Ph.D in Economics.

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Author and co-author of more than 20 publications regarding economic and political issues. Co-author of the of the Russian Federation Law On Commodity Markets and Exchange Trade (1992) 1992–1994 Member of the Commission for the Commodity Markets of the Committee for Anti-Monopoly Policies affiliated with the Government of the Russian Federation 1992–1993 CEO of the Commodity and Stock Exchange Russian Chamber 1994–2003 CEO of LBC and Partners and Head of the representative office of Atria Councilors Ltd – investment councilors of French investment funds Kaltchuga Ltd., Vekovoi Ltd. and Mayak Ltd. 2003–2012 Councilor for the investment companies Diamond Capital Management OJSC, Corporation FNDS CJSC and Arbat Capital OJSC 2012 to present - Councilor for the representative office of Arbat Investment Services Limited

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

Kovalchuk Boris Yuryevich

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

Year of birth: 1977

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

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

Education, skills and professional experience:

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

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

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

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

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

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

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

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

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

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Vyacheslav M. Kravchenko

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

Deputy Minister of Energy of the Russian Federation

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

Acknowledged expert in the electric power industry.

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

Education, skills and relevant experience: Higher professional education: In 1995, Mr. Kravchenko graduated from Lomonosov Moscow State University with the degree in law.

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Specialization in power engineering: He is the member of the Board of Directors in large public energy companies and holds positions in governing bodies of the infrastructural energy organizations: Open Joint Stock Company System Operator of the Unified Energy System of Russia, Open Joint Stock Company Trading System Administrator of Wholesale Electricity Market, Closed Joint stock Company Financial Calculations Center. Specialization in legal studies: In 1998–2001, Vyacheslav Mikhailovich held the position of the Head of Compliance Office in the Federal Energy Commission of the Russian Federation. Working experience in boards of directors or at high offices of other joint stock companies, the securities of which are listed in organized trading platforms (exchanges), including the international companies: Member of the Boards of Directors of the following major public generating companies: JSC “Inter RAO”, JSC “Russian Grids”, JSC “FGC UES”. Was a member of JSC “Mosenergosbyt”, JSC “SARATOVENERGO”, JSC Tambov Power Supply Company, JSC “Irkutskenergo”, Interregional Distribution Grid Company of the Center and Privolzhie JSC, Interregional Distribution Grid Company of the Center JSC. As at the time of evaluation Vyacheslav Kravchenko is holding the post of the Deputy Minister of Energy of the Russian Federation, and in this connection is recognized as a person related to the state, also an aggregated volume between Closed Joint-Stock Company “Financial Settling Center” and JSC “Inter RAO” amounted to more than 10% of the balance sheet value of the Company's assets, and, besides, Vyacheslav Kravchenko is a Member, together with other members of the Board of Directors of JSC “Inter RAO”, of the Boards of Directors of other companies, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

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

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Alexander M. Lokshin

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

Year of birth: 1957

Member of the Management Board, First Deputy Chief Executive Officer – Director for Operational Management of Rosatom State Nuclear Energy Corporation. Member of the HR and Remuneration Committee of the Board of Directors of JSC “Inter RAO”. Beginning from 1980, working career of Alexander Lokshin was dedicated to the power industry. In 1980 he was employed as an Engineer at Smolenskaya Nuclear Power Station, where he had been holding various posts before he was transferred to Rosenergoatom Concern FSUE in 1996 the last position held by A. Lokshin was the Head of Shift of the first priority station. From 1996 till 2010 he was holding senior positions at Rosenergoatom Concern FSUE. In 2010 he transferred to Rosatom State Nuclear Energy Corporation. Education, skills and relevant experience: Higher professional education: In 1980, Mr. Lokshin graduated from Kalinin Leningrad Polytechnic Institute (at present – Saint Petersburg State Polytechnic University) with the degree in thermal physics. He completed training in the Academy of National Economy, “President” program under the Government of the Russian Federation.

Specialization in power engineering: Acknowledged expert in atomic energy industry Honored power engineer of the Russian Federation 1996–1998 Deputy Head of the General Directorate, Deputy Head of the Commercial Department – Head of the Information and Analytical Concern Rosenergoatom (Moscow) 1996–2001 First Deputy Director of Marketing, Economy and Commerce of Concern Rosenergoatom 34

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2001–2006 Acting director, Director, Deputy Chief Executive Officer of Rosenergoatom Concern – Director of Smolensk Atomic Power Station, the branch of Rosenergoatom Concern 2006–2008 First Deputy Chief Executive Officer, Acting General Director of Rosenergoatom Concern FSUE June 2008– January 2010 Deputy Chief Executive Officer of Rosatom State Corporation Since February 2010 Deputy Chief Executive Officer – Director of the Directorate for Nuclear Power Complex, Rosatom State Nuclear Energy Corporation April 2011– November 2012 First Deputy Chief Executive Officer - Director of the Directorate for Nuclear Power Complex Since November 2012 First Deputy Chief Executive Officer of Operational Management

Working experience in boards of directors or at high offices of other joint stock companies, the securities of which are listed in organized trading platforms (exchanges), including the international companies: Since 2010 Aleksandr Markovich has been the member of the Board of Directors of JSC “Inter RAO”.

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

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Andrey Ye. Murov

Year of birth: 1970

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

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

In July 2012, Andrey Murov took up the position of the First Deputy Chairman of the Management Board of JSC “FGC UES”. On September 11, 2012, by the decision of the Board of Directors of FGC UES JSC Andrey Murov was elected a Member of the Management Board of JSC “FGC UES”.

On November 11, 2013, Andrey Murov was elected a Chairman of the Management Board of JSC “FGC UES”.

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

Doctor of Economics

Working experience in the boards of directors or holding high office in other joint-stock companies, which securities are listed in the organized trading facilities (exchange markets), including international companies Held the position of the CEO of MRSK Holding OJSC, was a Member of the Board of Directors of the Open Joint-Stock Company of Energy and Electrification of Cuban, Open Joint-Stock Company Interregional Grid Distribution Company Centra, MOESK OJSC, Open Joint-Stock Company Energy and Electrification Lenenergo, Open Joint-Stock Company Interregional Grid Distribution Company of Volga, Open Joint-Stock Company Interregional Grid Distribution Company of the Urals. Presently Andrey Murov is a Member of the Board of Directors of JSC “FGC UES”, Russian Grids JSC, Open Joint-Stock Company Interregional Grid Distribution Company of the North-West. As at the time of evaluation A.E. Murov represents the principal shareholder (JSC “FGC UES”), aggregated volume of transactions of which for JSC “Inter RAO UES” in 2011 amounted to more than 10% of the balance sheet value of the Company's assets, and he is, together with other members of the Board of Directors of JSC “Inter RAO UES”, the Member of the Boards of Directors of other companies, he cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO UES”.

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

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Aleksey V. Nuzhdov

Year of birth: 1968

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

Working experience in boards of directors or at high offices of other joint stock companies, the securities of which are listed in organized trading platforms (exchanges), including the international companies: Member of the Board of Directors in: 1) Mosenergosbyt JSC; 2) MOESK OJSC; 3) Main Road OJSC; 4) GAZ-Tek OJSC; 5) GAZ-Service OJSC; 6) Korolev Rocket and Space Corporation Energia OJSC; 7) GAZCON OJSC.

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

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

Nikolay D. Rogalyov

Year of birth: 1962

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

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

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

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

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

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Ronald (Ron) J. Pollett

Year of birth: 1969

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

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

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

Education, skills and relevant experience:

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

Expertise in finances:

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

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

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

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

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

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

Year of birth: 1974

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

Mr. Seleznyov has a large work experience on executive positions in other organizations, including joint- stock companies which shares are being traded at foreign trading facilities.

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1997–1998 Manager at Baltic Financial Company LLC.

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

Since 2007 Kirill Seleznyov has been holding the post of the CEO of Gazprom Mezhregiongaz LLC (Mezhregiongaz LLC until September 2010).

Education, skills and relevant experience:

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

Expertise in finances: Ph.D. in Economics. From 1998 to 1999, Mr. Seleznyov held the position of a technical analyst of money market instruments, a specialist, and lead specialist for securities at the stock exchange transaction department of Investment Finance Group “Management. Investments. Development” JSC.

From 1999 to 2000, Mr. Seleznyov worked as a chief specialist of Investments Group activity coordination, Sea Port of St. Petersburg JSC.

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

Specialization in electric power industry, experience of work in Boards of Directors or as an Executive Manager in other stock companies which securities are included into quotation lists of organized trading facilities (exchanges), inclusive of international companies:

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Kirill G. Seleznyov is a member of the Board of Directors in such major public companies as JSC «Inter RAO», JSC “Mosenergo”, and JSC “ТGK-1”. Mr. Seleznyov is also a member of the Board of Directors at the follow major companies: JSC “NOVATEK”, JSC “Gazprom Neft”, and JSC “Gazprombank”. As at the time of evaluation Kirill Seleznyov, together with other members of the Board of Directors of JSC “Inter RAO”, is the Member of the Board of Directors of other companies, and also as an aggregated volume of transactions between Gazprombank OJSC and JSC “Inter RAO” in 2012 and 2013 amounted to more than 10% of the balance sheet value of the assets of JSC “Inter RAO”, this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

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

Igor I. Sechin

Year of birth: 1960

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

Mr. Sechin has a large work experience in executive positions.

From 2004 to 2008, I.I. Sechin held the position of Deputy Head of the Executive Office of the President of the Russian Federation, Aide to the President of the Russian Federation. From 2008 to 2012, Mr. Sechin served as Deputy Prime Minister of the Russian Federation.

Since 2009 until present Mr. Igor I. Sechin has been the Chairman, member of Board of Directors of LLC National Oil Consortium.

Since 2012, he has been the Chairman of Management Board of OJSC ROSNEFTEGAZ.

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Education, skills and relevant experience:

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

Expertise in finances: PhD in Economics.

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

Experience of work in Boards of Directors or as an Executive Manager in other stock companies which securities are included into quotation lists of organized trading facilities (exchanges), inclusive of international companies: From 2008 to 2011, Mr. Sechin served as the Chairman of the Board of Directors of JSC “Inter RAO”; from 2004 to 2011 he was the Chairman of the Board of Directors of Rosneft. Since 2012, Mr. Igor I. Sechin has been the President, Chairman of the Management Board of Rosneft. As at the time of evaluation Igor Sechin represents the principal shareholder and was included to the list approved by the Order of the Government of the Russian Federation No. 286-r dated 03/01/2014, for nominating candidates to the Board of Directors of JSC “Inter RAO”, and additionally, at the time of evaluation Samaraneftegaz OJSC, that is a part of Rosneft Oil Company group, and OJSC “INTER RAO – Electric Power Plants”, that is a part of Inter RAO Group, were in material contractual relations (gas supply agreement), this candidate cannot be recognized as an independent director in accordance with the independence criteria established by The UK Corporate Governance Code and Regulations on the Board of Directors of JSC “Inter RAO”.

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

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Denis V. Fedorov

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

Year of birth: 1978

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

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

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

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

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

Specialization in the electric power area: In 2001–2003, worked in RAO UES of Russia, then in CJSC Turbokon Scientifc and Production Innovative Company. From 2006 until 2008, held the position of CEO at JSC Mezhregionenergosbyt, since 2009, has been the CEO of LLC Gazprom Energoholding, since 2012 – 46

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the CEO and Member of the Board of Directors of JSC Centrenergoholding. Head of the Boards of Directors of several power companies: JSC Tyumen Energy Service Company, JSC OGK-2.

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

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

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

Alexander V. Chmel

Year of birth: 1956

Co-director of the Programs of Executive Education Department of Moscow School of Management SKOLKOVO

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

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Education, skills and professional experience

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

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

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

Member of the Audit Commission of the Board of Directors of OGK-5 JSC.

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

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

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

Dmitriy Ye. Shugayev

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

Year of birth: 1965

Deputy CEO, Rostec State Corporation.

Chairman of the HR and Remuneration Committee of the Board of Directors of JSC “Inter RAO”, member of the Audit Commitee, member of the Strategy & Investments Committee of the Board of Directors of JSC “Inter RAO”.

Dmitriy Shugayev has a great managerial experience gained in public positions as well as positions in commercial organizations. In 1997–2001, held the position of Executive Director at CJSC Legal Profile. From 2001 until 2008, worked as Advisor to the Deputy CEO; Assistant to the First Deputy CEO; Chief of Staff of the CEO of Rosoboronexport Federal State Unitary Enterprise.

From 2008 until 2009, Head of Staff of the CEO of Rostec State Corporation.

Member of the Board of Directors of JSC Saturn Scientific Production Company, LLC Marketing and Investment Projects, and other companies. 49

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Was awarded the medal of the Order “For Merit to the Fatherland”, II degree.

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

Specialization in Finance Ph.D in Economics

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

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

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

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Member of the Board of Directors was not nominated by the Russian Federation and he does not vote on the written instructions of the Russian Federation.

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

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

Area of specialization of the candidate

No. and

E. E. S. I. Sechin I.

compliance with the M. Yu. I.

independence criteria A. Chmel V.

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

A. Ye. Bugrov A. Ye.

Kobishchanov

A. M. A.Lokshin M.

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

N. D. N. Rogalyov D.

D. Ye. Shugaev D. Ye.

D. V. D. Fyodorov V.

Bezdenezhnykh

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

A. A. A. Gavrilenko A.

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

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

1 Independence criteria were approved by the Regulations on the Board of Directors of JSC “Inter RAO UES” approved by the decision of the Board of Directors dated 10/10/2013 (Minutes No. 101 dated 10/14/2013). 52

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14. Compliance with the                 independence criteria2

These candidates may, in case they are elected as members of the Board of Directors of the Company, be recognized as independent directors, provided that they are not members of the management boards of other organizations together with other members of the Board of Directors of JSC “Inter RAO UES”.

2 Independence criteria were approved by the Listing Rules of the Closed Joint-Stock Company MICEX Stock Exchange approved by the Board of Directors of MICEX Stock Exchange CJSC on September 27, 2013. At the same time, information on membership in the Human Resources and Remuneration Committees was not taken into account during evaluation, as such information may be evaluated only after holding the General Meeting of Shareholders of the companies and creation of committees of the Board of Directors. 53

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

On March 6, 2014 the Board of Directors of the Company has included in the list of candidates for election to the Revision Commission of JSC "Inter RAO" the following persons (information on the candidates is available on the Company’s website: http://www.interrao.ru/investors/meetings/AGSM2014):

№ Candidate proposed by the Position, work place of the candidate proposed by the shareholder for Presence/ shareholder for inclusion in inclusion in the voting list for election to the Revision Commission of the absence the voting list for election to Company of the consent for election the Revision Commission of (as of the date of nomination) the Company Head of Internal Control and Risk Management, Joint-Stock Company  1. Izumrud A. Alimuradova "Federal Grid Company of Unified Energy System"

 2. Svetlana P. Rai Head of Internal Audit and Control, Rosneft

Head of Asset Integrity Control Division of the Control and Audit Unit  3. Ekaterina V. Kheimits of the Internal Control Department, JSC MMC Norilsk Nickel.

Internal Control Director, Joint-Stock Company "Federal Grid  4. Dmitry L. Shishkin Company of Unified Energy System"

Head of the Treasury Department of the Financial and Economic  6. Yury A. Shcherbakov Center of INTER RAO UES

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8. Approval of the Auditor of the Company

Appointment of the Auditor of the Company falls within the competence of the Annual General Meeting of Shareholders of JSC “InterRAO” (clause 1 Art. 47 of Federal law “On Joint Stock Companies”). On the basis of subclause 5.3.1 of the Policy of External Auditor Rotation of JSC “InterRAO” approved by the Board of Directors of the Company on July 25, 2013 (the Minutes as of 07/29/2013 No. 97), and for the purpose of executing the assignment of the Audit Committee of the Board of Directors of JSC “InterRAO” (according to cl 1.1. of the Minutes No. 24 dated 12/21/2012), in January, 2013 open competitive negotiations were held aiming at selection of a candidacy of the auditor for 2013, 2014, 2015 for: - a conduction of the audit of consolidated financial statements of Inter RAO UES Group prepared in accordance with the International Financial Reporting Standards (IAS/IFRS), and implementation of observation tests of consolidated semi-annual interim financial statements of Inter RAO UES Group prepared in accordance with the International Financial Reporting Standards (IAS/IFRS); - a preparation of annual accounting reports of JSC “InterRAO” in accordance with the Russian Accounting Standards (RAS). As a part of the open competitive negotiations for the purpose of the election of a candidacy of the Company’s auditor, the participants of the procurement process submitted their prices and due dates for the audit procedure to the organizations of the Inter RAO UES Group in accordance with the Appendix No. 1 to the Minutes of the Audit Committee of the Board of Directors No. 24 dated 21.12.2012. As a result of the open competitive negotiations (the Minutes of the Meeting of the procurement committee on the determination of the winner of the open competitive negotiations in electronic form No. 3279/OKP-PVP dated 02/15/2013), Ernst & Young PLC was announced the winner of the open competitive negotiations (77 Sadovnicheskaya Naberezhnaya, bld.1, Moscow, Russian Federation, 115035). In compliance with the decision of the Audit Committee of 21/21/2012 (clause 1.4. of the decision on Item No. 1 of the Minutes dated 21/21/2012 No. 24), Boris Yu. Kovalchuk, Chairman of the Management Board of the Company, was recommended to submit the issue of the Company auditor candidates’ evaluation for consideration of the Audit Committee of the Board of Directors of JSC “Inter RAO” upon the completion of the tendering procedure and determination of the winner of the tender. The issue of Company auditor candidates’ evaluation was submitted for consideration of the Audit Committee of the Board of Directors of JSC “InterRAO” on March 25, 2013. In compliance with the decision of the Audit Committee of the Board of Directors of JSC “InterRAO” (clause 1 of the decision on Item No. 3 of the Minutes dated 03/28/ 2014 No. 39) it was recommended to the Board of Directors of the Company the following resolution of the issue on recommendations to the Annual General Meeting of Shareholders on the appointment of the Company’s auditor: to advise the Annual General Meeting of Shareholders of JSC “Inter RAO” to approve Ernst & Young LLC, OGRN 1027739707203, certificate of membership in self-regulatory organization Non-profit Partnership “Russian Audit Chamber” No. 3028 dated May 20, 2009, as the Auditor of the Company’s financial statementns for 2014.

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The Board of Directors have adopted the stated above recommendations at the meeting held in person on April 7, 2014 (Minutesas of 04/10/2014 # 112), and at the same meeting assessed the cost of services subject to rendering by the auditor in accordance with the recommendations of the Audit Committee, issued on the basis of the conducted in 2013 purchasing procedures: - The cost of the audit reports of JSC “Inter RAO”, prepared under Russian Accounting Standards (RAS) for 2013, a total of 1,180,000 RUB, including VAT. - The cost of the audit of the consolidated financial statements of JSC “Inter RAO” under IFRS for 2013 in the amount of 24,921,000 RUB including VAT. - The cost of the review of interim consolidated financial statements of JSC “Inter RAO”for the 6 months ended 30 June 2014, prepared in accordance with IFRS in the amount of 10,502,000 RUB, including VAT. The contract with the auditor will come into force after the approval of the auditor by the Annual General Meeting of Shareholders. An agreement with the auditor will come into force upon approval of the Company’s auditor by the Annual General Meeting of Shareholders.

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

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

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

The introduction of amendments and modifications to the Company’s Charter falls within the competence of the General Meeting of Shareholders of the Company (subclause 1 clause 10.1 of the Charter of JSC “Inter RAO”). The necessity to approve a new version of the Charter is conditioned by several circumstances. (1) Bringing the Company’s Articles of Association in compliance with the Federal Law On Joint-Stock Companies subject to the amendments made by Federal Law No. 282-FZ On Making Amendments to Individual Regulations of the Russian Federation and Rendering Individual Provisions of the Regulations of the Russian Federation Void d/d December 29, 2012, Federal Law No. 210-FZ On Making Amendments to the Federal Law On Securities Market d/d July 23, 2013, and Federal Law No. 379-FZ On Making Amendments to Individual Regulations of the Russian Federation d/d December 21, 2013. In particular, amendments were made to the schedule of the extraordinary General Meeting of Shareholders convened at the request of the Revision Commission (inspector) of the Company, the Company’s auditor or shareholder(s) owning a minimum of 10% of its voting shares, and to the resolution on dividend payment. (2) Accounting of the established corporate governance practice. Thus, the competence of the Board of Directors in terms of approving the target values of the Company’s key performance indicators (KPI) is expanded to include the approval of the Company's benchmark indicators. Moreover, since the provisions of the Russian Labor Code may, under the law, apply to the members of the Management Board, who entered into an employment agreement, in terms of regulating labor relations with the head of an organization, it is proposed to amend the Articles of Association so as to oblige the Chairman and members of the Management Board to provide a written notice to the Chairman of the Board of Directors, or the person previously authorized by the Board of Directors of the Company to sign employment agreements with them, of termination of the employment agreement at their initiative (voluntarily) not later than one month in advance. (3) Modifications of legal and technical character.

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

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

Approve the Company’s Charter in a revised version.

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SUMMARY TABLE Of amendments and modifications introduced to the Charter of JSC ‘Inter RAO”

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association Authorized capital 1. Cl. 5.8 5.8. The Company is entitled to place 5.8. The Company is entitled to place seven trillion two This amendment is made to seven trillion two hundred and thirty four hundred and thirty four billion one hundred and consolidate the Company’s shares. billion one hundred and twelve million twelve million eight hundred and forty seven thousand eight hundred and forty seven thousand three hundred (7,234,112,847,300) additional registered three hundred and thirty ordinary uncertified shares having the par value of zero (7,234,112,847,330) additional registered point zero two eight zero nine seven six seven ordinary uncertified shares with the par (0.02809767) rubles each (authorized shares) that give the value of zero point zero two eight zero nine same rights as the Company’s placed shares stipulated by seven six seven (0.02809767) rubles each these Articles of Association. (authorized shares) that give the same rights as the Company’s placed shares stipulated by these Articles of Association. Dividends 2. Cl. 7.3 7.3. The resolution on the payment 7.3. The resolution on the payment (declaration) of The wording is brought in compliance (declaration) of dividends, including the dividends, including the resolution on the amount of with clause 3 of Article 42 of the resolution on the amount of dividend and dividend and the form of its payment on the shares of Federal Law On Joint-Stock the form of its payment on the shares of each category (type), shall be made by the General Companies as amended by Federal 58 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association each category (type), shall be made by the Meeting of Shareholders. Law No. 282-FZ d/d December 29, General Meeting of Shareholders of the Such resolution shall define the amount of dividends 2012, with effect from January 1, Company. payable on the shares of each category (type), the 2014. While the proposed additions form of their payment, the procedure for the payment fully repeat statements stipulated by of dividends in kind, and the date on which the the law, the Company believes this persons entitled to receive dividends are determined. information to be important and in this However, the resolution as to the date on which the connection to be reflected in the persons entitled to receive dividends are determined Charter. shall be passed only at the proposal of the Board of Directors of the Company. 3. Cl. 7.5 7.5. The source of dividend payments is 7.5. The source of dividend payments is the Company's It is proposed to exclude the second the Company's profit after tax (net profit). profit after tax (net profit). sentence, as this legal relationship is The Company’s net profit is determined regulated by the law and may be based on the Company’s accounting changed. records. 4. Cl. 7.6 7.6. The date of dividend payment Excluded The clause is proposed to be excluded shall be determined by the General as the date of dividend payment is not Meeting of Shareholders of the Company, determined by the decision of the but not later than the date established by Shareholders Meeting, but now the Federal Law On Joint-Stock regulated by the clause 6 of Article 42 Companies. of the Federal Law On Joint-Stock Companies as amended by Federal Law No. 379-FZ d/d December 21, 2013.

59 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association 5. Cl. 7.6 No 7.6. Payment of cash dividends to individual persons, It is proposed to regulate the whose rights to shares are accounted in the procedure for the submission of Company’s register of shareholders, shall be by a applications by individual persons, postal transfer of funds or, in case of a relevant including by those who have already application submitted by such persons, by a transfer chosen to receive dividends to their of funds to their bank accounts. Such application shall bank account. The adjustment is made be deemed received, including to the extent the with regard to the revised Article 42 of Company's register of shareholders contains such the Federal Law On Joint-Stock individual shareholder's form with his or her bank Companies. details. General Meeting of Shareholders 6. Cl. 10.1.15 [After Clause 10.1.15]: [After Clause 10.1.15]: The second paragraph is added to take The resolution shall be adopted by a The resolution shall be adopted by a majority of votes of into account the changes in the majority of votes of the holders of the the holders of the Company's voting shares taking part in Federal Law On Joint-Stock Company's voting shares taking part in the the General Meeting of Shareholders. Companies (Clause 4.2 of Article 49) General Meeting of Shareholders. If the Company places preferred shares, the resolution on made by Federal Law No. 379-FZ of the payment (declaration) of dividends on preferred December 21, 2013. The Company shares of a certain type shall be adopted by a majority of believes introduced changes shall be votes of the holders of the Company's voting shares refelcted in the Charter. taking part in the meeting. In this case, the votes of the holders of preferred shares of this type cast for IN FAVOR and ABSTAIN voting options shall not be taken into account in vote counting and in determining the

60 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association quorum to pass a resolution on the issue in question.

7. Cl. 10.1.20 The resolution shall be adopted upon the The resolution on approval of the major transaction Wordings in accordance with Par. 2, suggestion of the Board of Directors by a having the property value exceeding 50 percent of book Clause 2, Art. 79 of the Federal Law three quarters majority – holders of the value of the Company’s assets as subject-matter shall be On Joint-Stock Companies are voting shares of the Company taken upon the suggestion of the Board of Directors by specified. participating in the General Meeting of three forth majority vote of shareholders – owners of the Shareholders. voting share owners attending the General Meeting of Shareholders. The resolution on approval of the major transaction having the property value of 25 to 50 percent of book value of the Company’s assets as subject-matter shall be taken upon the suggestion of the Board of Directors by the majority vote of shareholders – owners of the voting share owners attending the General Meeting of Shareholders. 8. Clause 10.6 10.6. The General Meeting of 10.6. The General Meeting of Shareholders shall be It is proposed to provide for a Shareholders shall be held in Moscow or held in Moscow, which is the location of the Company, possibility to hold the Shareholders' at the location of the Company’s branches or at the location of the Company’s branches, Meeting in the said cities in case of and representative offices. including Kaliningrad, St. Petersburg, Sochi, and in liquidation of branches located there. the said cities in the event of liquidation of branches located there.

61 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association 9. Paragraph An extraordinary General Meeting of An extraordinary General Meeting of Shareholders at the The time limits for holding an 2 of Shareholders at the request of the Revision request of the Revision Commission of the Company, the extraordinary General Meeting of Cl. 11.2 Commission of the Company, the Company's Auditor or shareholder(s), holding a minimum Shareholders are changed in order to Company's Auditor or shareholder(s), of ten (10) per cent of the Company's voting shares, shall ensure compliance with Clause 2 of holding a minimum of ten (10) per cent of be convened by the Board of Directors of the Company. Article 55 of the Federal Law On the Company's voting shares, shall be Such General Meeting of Shareholders shall be held Joint-Stock Companies as amended by convened by the Board of Directors of the within 50 days as from the date of the request for an Federal Law No. 379-FZ d/d Company. Such General Meeting of extraordinary General Meeting of Shareholders of the December 21, 2013, with effect from Shareholders shall be held within forty Company, except that the Federal Law On Joint-Stock January 1, 2014. (40) days from the date of the request for Companies provides otherwise. an extraordinary General Meeting of If the proposed agenda of an extraordinary General Shareholders of the Company, except that Meeting of Shareholders includes election of members of the Federal Law On Joint-Stock the Board of Directors of the Company, such General Companies provides otherwise. Meeting of Shareholders shall be held within 95 days If the proposed agenda of an extraordinary after the request for an extraordinary General Meeting of General Meeting of Shareholders includes Shareholders. election of members of the Board of Directors of the Company, such General Meeting of Shareholders shall be held within 70 days after the request for an extraordinary General Meeting of Shareholders. 10. Paragraph The date of the Company's list of persons The date of the Company's list of persons entitled to take The wording is brought in compliance 2, entitled to take part in the Company's part in the Company's General Meeting of Shareholders with Clause 1 of Article 51 of the

62 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association Cl. 11.5 General Meeting of Shareholders may not may not be established earlier than 10 after the date of Federal Law On Joint-Stock be established earlier than the date of the the resolution on holding the Company's General Companies as amended by Federal resolution on holding the Company's Meeting of Shareholders or more than fifty (50) days Law No. 379-FZ d/d December 21, General Meeting of Shareholders and before the date of the General Meeting of 2013, with effect from January 1, more than fifty (50) days before the date of Shareholders, except that the Federal Law On Joint- 2014. the General Meeting of Shareholders, Stock Companies provides otherwise. except that the Federal Law On Joint- Stock Companies provides otherwise. 11. Cl. 11.6 11.6. The Company shall publish the 11.6. The Company shall publish the notice of the Due to a growing number of Internet SAVING OF notice of the General Meeting of General Meeting of Shareholders on the Company’s users, it is proposed to publish a COSTS ON Shareholders in the Izvestia newspaper website on Internet at the address: www.interrao.ru notice of the General Meeting of PUBLICA-TION and on the Company’s website at least at least thirty (30) days in advance, unless the Federal Shareholders on the Internet only IN THE thirty (30) days in advance, unless the Law On Joint-Stock Companies provides for a longer without publishing it in the newspaper. NEWSPAPER Federal Law On Joint-Stock Companies period. This option is provided for by provides for a longer period. Paragraph 3 of Clause 1 of Article 52 of the Federal Law On Joint-Stock Companies as amended by Federal Law No. 282-FZ d/d December 29, 2012, with effect from January 1, 2014. 12. Cl. 11.15 11.15. The results of voting and 11.15. Resolutions adopted by the General Meeting of The wording is brought in compliance resolutions passed by the General Meeting Shareholders and the results of voting may be announced with clause 4 of Article 62 of the of Shareholders of the Company may be at the General Meeting of Shareholders and shall be Federal Law On Joint-Stock announced at the General Meeting of brought to the notice of persons included in the list of Companies as amended by Federal

63 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association Shareholders. persons entitled to take part in the General Meeting of Law No. 379-FZ d/d December 21, If the voting results approved by the Shareholders in the form of a report on the results of 2013, with effect from July 1, 2014. General Meeting of Shareholders of the voting under the procedure prescribed for providing a Company are not announced at the notice of the General Meeting of Shareholders no later General Meeting of Shareholders, and if than 4 business days after the closing date of the General the General Meeting of Shareholders is Meeting of Shareholders or the final date for the held in the form of absentee voting, the acceptance of ballots in the event the General Meeting of resolutions passed by the Company’s Shareholders is held in the form of absentee voting. General Meeting of Shareholders and the results of voting shall be brought to the knowledge of persons included in the list of persons entitled to take part in the General Meeting of Shareholders of the Company no more than ten (10) after the date of the minutes on the results of voting in the form of a report on the results of voting under the procedure prescribed for providing a notice of the General Meeting of Shareholders Company. Board of Directors 13. Cl. 13.1.12 13.1.12. Acquisition of shares, bonds 13.1.12. Acquisition of shares, bonds and other The wording is brought in compliance and other securities placed by the securities placed by the Company to the extent provided with Subclause 8 of Clause 1 of Article Company to the extent provided for by for by these Articles of Association and the Federal Law 65 of the Federal Law On Joint-Stock

64 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association these Articles of Association and the On Joint-Stock Companies or other federal laws. Companies as amended by Federal Federal Law On Joint-Stock Companies. Law No. 210-FZ d/d July 23, 2013, with effect from July 1, 2014. 14. Cl. 13.1.13.1 No 13.1.13.1. Approval of the terms of agreements with Brought in compliance with the Chairman and members of the Management Paragraph 2 of Clause 3 of Article 69 Board of the Company or appointment of a person of the Federal Law On Joint-Stock authorized to define the terms and/or to sign Companies. employment agreements on behalf of the Company with the Chairman and members of the Management Board of the Company and making a resolution on premature termination of the employment agreement with them, including defining of the terms of premature termination of the employment agreement. 15. Cl. 13.1.16 [After Clause 13.1.16]: [After Clause 13.1.16]: This amendment is made to take into Resolutions on items 13.1.9–13.1.16 of Resolutions on items 13.1.9–13.1.13 and 13.1.13 of account the established corporate Clause 13.1 of this Article shall be adopted Clause 13.1 of this Article shall be adopted by a majority governance practices and to exclude a by a majority of votes held by the members of votes held by the members of the Board of Directors conflict of interest between the of the Board of Directors participating in participating in the meeting. executive directors. the meeting. Resolutions on items 13.1.13.1–13.1.15 of Clause 13.1 of this Article shall be passed by a majority of votes of the members of the Board of Directors participating in the meeting, however, the votes of the members of the Board of Directors acting as the Chairman or members of the Management Board of the Company shall not be 65 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association taken into account. 16. Cl. 13.1.20 13.1.20. Recommendations as to the 13.1.20. Giving recommendations as to the amount of The wording is brought in compliance amount of dividend on shares and the dividend on shares, the procedure for its payment and the with Clause 3 of Article 42 of the procedure for its distribution. date on which the persons entitled to receive dividends Federal Law On Joint-Stock are determined. Companies as amended by Federal Law No. 282-FZ d/d December 29, 2012, with effect from January 1, 2014. 17. Cl. 13.1.24 13.1.24. Approval of the target values 13.1.24. Approval of the target values (adjusted Brought in compliance with the (adjusted values) of the Company’s key values) of the Company’s key performance indicators Regulation on Material performance indicators (KPI), as well as (KPI) and benchmark indicators (BI) for the Encouragement of the Chairman and reports on their attainment, and Chairman and members of the Management Board of members of the Management Board of procedures for their calculation and the Company, as well as reports on their attainment, and JSC “Inter RAO” approved by the evaluation. procedures for their calculation and evaluation. resolution of the Board of Directors of January 11, 2013. The Company believes this information to be important and in this connection to be reflected in the Charter. 18. Cl. 13.1.29.6 13.1.29.6. Approval of the 13.1.29.6. Approval of the transactions made by A technical correction is made since transactions made by S&A (including S&A (including several inter-related transactions) for the the first-tier S&A have foreign several inter-related transactions) for the disposal or potential disposal of property that constitutes companies. disposal or potential disposal of property fixed assets, intangible assets, or assets under that constitutes fixed assets, intangible construction, used to produce, transmit, dispatch or assets or assets under construction, used to distribute electric and thermal power, having the balance-

66 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association produce, transmit, dispatch or distribute sheet or market value of over thirty million (30,000,000) electric and thermal power, having the rubles (or an equivalent amount in the currency of the balance-sheet or market value of over country of S&A registration). thirty million (30,000,000) rubles; 19. Cl. 13.1.29.7 13.1.29.7. On approval of the 13.1.29.7. On approval of the transactions A technical correction is made since transactions (including several inter- (including several inter-related transactions) that entail or the first-tier S&A have foreign related transactions) that entail or may may entail obligations for S&A in the amount equal to or companies. entail obligations for S&A in the amount exceeding the monetary amount equivalent to three equal to or exceeding the monetary amount billion (3,000,000,000) rubles (or an equivalent amount equivalent to three billion (3,000,000,000) in the currency of the country of S&A registration). rubles. 20. Cl. 13.1.31 13.1.31. Determination of the Company's 13.1.31. Determination of the Company's procurement Since procurement is an operating procurement policy, in particular approval policy, in particular approval of the Regulation on the activity and is performed in pursuance of the Regulation on the procedure for procedure for the regulated procurement of goods, work of the Business Plan approved by the scheduled procurement of goods, work and and services (hereinafter the “Regulation”); Board of Directors of the Company service (hereinafter the “Regulation”), and the Group, it is proposed to refer approval of the head of the Company’s the approval of the members of the Central Procurement Committee and its Central Procurement Committee and members, and adoption of other consideration of reports on the results resolutions as per the Regulation, as well of procurement to the competence of as considering reports on the results of the Board of Directors. procurement. 21. Cl. 13.1.50 13.1.50. Defining of the status of the 13.1.50. Defining of the status of the Board of Brought in compliance with the members of the Board of Directors of the Directors members and analyzing the results of the Regulation on the evaluation of the

67 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association Company. Board of Directors’ annual self-assessment and performance of the Board of Directors independent performance assessment. of JSC "Inter RAO" approved by the resolution of the Board of Directors of February 21, 2014. 22. Cl. 13.1.54 13.1.54. Other matters falling within the 13.1.54. Other matters falling within the competence Brought in compliance with Subclause competence of the Board of Directors of the Board of Directors under the Federal Law On 18 of Clause 1 of Article 65 of the under the Federal Law On Joint-Stock Joint-Stock Companies, these Articles of Association, Federal Law On Joint-Stock Companies and these Articles of and the Company’s internal documents approved by Companies to ensure the Company’s Association. the resolutions of its General Meeting of Shareholders Articles of Association define the and the Board of Directors. competence of the Board of Directors as provided for by the Company’s internal documents approved by the resolutions of the General Meeting of Shareholders and the Board of Directors. Management Board 23. Paragraph The employment agreement with the The employment agreement with the members of the The wordings are specified as per 3, members of the Management Board of the Management Board of the Company shall be signed on Paragraph 2 of Clause 3 of Article 69 Cl. 18.4 Company shall be signed on behalf of the behalf of the Company by the Chairman of the Board of the Federal Law On Joint-Stock Company by the Chairman of the of Directors of the Company or the person authorized Companies. Management Board of the Company or the by the Board of Directors of the Company. person authorized by the Board of Directors of the Company.

68 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association 24. Paragraph 18.7. The Board of Directors may at any 18.7. The Board of Directors may at any time take a According to paragraph 3 of clause 3 3, time take a decision to terminate the decision to terminate the powers of the members of the of Article 69 of the Federal Law On Cl. 18.7 powers of the members of the Management Management Board of the Company, save for the Joint-Stock Companies, the relations Board of the Company, save for the Chairman of the Management Board of the Company, and between the Company and its sole Chairman of the Management Board of the on the creation of a new collegial executive body. executive body (director or general Company, and on the creation of a new The powers of the Chairman and members of the director) and/or members of its collegial executive body. Management Board may be terminated on the grounds set collegial executive body (Management The powers of the Chairman and members forth by the laws of the Russian Federation and the Board or directorate) are governed by of the Management Board may be agreement made between each of them and the Company. the Russian labor laws to the extent terminated on the grounds set forth by the The Chairman and members of the Management not contradicting the provisions of the laws of the Russian Federation and the Board of the Company shall provide a written notice Federal Law On Joint-Stock agreement made between each of them and to the Chairman of the Board of Directors of the Companies. the Company. Company, or the person previously authorized by the Pursuant to Article 280 of the Labor Board of Directors of the Company to sign Code of the Russian Federation, the employment agreements with them, of termination of director of an organization may the employment agreement at their initiative prematurely terminate his or her (voluntarily) at least one month in advance. employment agreement subject to a Such notice may also be provided through the written notice sent to the employer secretary of the Board of Directors of the Company. (owner of the organization's property or his or her representative) at least one month in advance. However, Article 281 of the Labor Code of the Russian Federation provides that certain labor regulations established

69 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association for a director of an organization may under federal laws and the organization’s constituent documents apply to the members of the organization’s collegial executive body who entered into an employment agreement. To meet the above provisions, it is proposed to amend the Articles of Association to include the procedure for a member of the Management Board of the Company to notify the Company of termination of the employment agreement at his or her initiative. 25. Clause 19.2.2 19.2.2. Preparation of an annual 19.2.2. Preparation of an annual business plan The Management Board’s competence (quarterly) business plan and report on its (adjusted business plan) and report on its fulfillment. is specified in accordance with Clause fulfillment. 13.1.23 of the Company's Articles of Association. 26. Cl. 19.2.3 19.2.3. Developing of the target values 19.2.3. Developing of the target values of (adjusted) Brought in compliance with the of (adjusted) key performance indicators key performance indicators (KPI) and benchmark Regulation on Material (KPI) and reports on their attainment, as indicators (BI) for the Chairman and members of the Encouragement of the Chairman and well as the procedures for their calculation Management Board of the Company, as well as the members of the Management Board of and evaluation. procedures for their calculation and evaluation. JSC “Inter RAO” approved by the

70 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association resolution of the Board of Directors of January 11, 2013. 27. Cl. 19.2.6.2 No Clause 19.2.6.2. Distribution of profits (including The amendments are made to ensure payment (declaration) of dividends) by S&A. control over the formation of the Group’s dividend portfolio.

28.. Cl. 19.2.6.5 No Clause 19.2.6.5. Making a resolution on the transfer of Specification of the competence of the powers of the sole executive body of S&A to a Management Board. managing organization (manager) and premature termination of powers of the managing organization (manager). 29. Cl. 19.2.6.6 19.2.6.6. On approval of transactions 19.2.6.6. On approval of transactions that entail or A technical amendment is made since that entail or may entail obligations for may entail obligations of the S&A in the amount of one the first-tier S&A have foreign S&A in the amount of one hundred and hundred and fifty million (150,000,000) to three billion companies. fifty million (150,000,000) rubles to three (3,000,000,00) rubles (or an equivalent amount in the billion (3,000,000,00) rubles (save for the currency of the country of S&A registration) (save for transactions for the disposal or potential the transactions for real or potential disposal of property disposal of property that constitutes fixed that constitutes fixed assets, intangible assets, or assets assets, intangible assets, or assets under under construction used for production, transfer, dispatch, construction used for production, transfer, and distribution of electric and thermal power); dispatch, or distribution of electric and thermal power). 30. Cl. 19.2.6.9. 19.2.6.9. On performance of 19.2.6.9. On performance of transactions by S&A A technical amendment is made since 71 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association transactions by S&A (including several (including several inter-related transactions) for the the first-tier S&A have foreign inter-related transactions) for the disposal disposal or potential disposal of property that constitutes companies. or potential disposal of property that fixed assets, intangible assets or assets under constitutes fixed assets, intangible assets construction, the purpose of which is production, or assets under construction, used to transmission, dispatch or distribution of electric and produce, transmit, dispatch or distribute thermal power, having the balance-sheet or market value electric and thermal power, having the of fifteen million (15,000,000) to thirty million balance-sheet or market value of fifteen (30,000,000) rubles (or an equivalent amount in the million (15,000,000) to thirty million currency of the country of S&A registration). (30,000,000) rubles; 31.. Cl. 19.2.16 No 19.2.16. Approval of the head of the Company’s Since procurement is an operating Central Procurement Committee and its members and activity and is performed in pursuance consideration of reports on the results of of the Business Plan approved by the procurement. Board of Directors of the Company and the Group, it is proposed to refer the approval of the members of the Central Procurement Committee and consideration of reports on the results of procurement to the competence of the Board of Directors. 32.. Cl. 19.2.17 19.2.16. Address other matters regarding 19.2.17. Address other matters regarding the The numbering was adjusted after the the management of the Company’s daily management of the Company’s daily operations in Article 19 of the Articles of operations in accordance with the accordance with the resolutions of the General Meeting Association was supplemented with resolutions of the General Meeting of of Shareholders and the Board of Directors of the paragraph 19.2.16.

72 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association Shareholders and the Board of Directors Company, as well as issues transferred to the of the Company, as well as issues Management Board for consideration by the Management transferred to the Management Board for Board’s Chairman. consideration by the Management Board’s Chairman. Chairman of the Management Board 33. Cl. 20.3.12 20.3.12. Develops and submits to the 20.3.12. Approves the target values of key performance Brining in compliance with the Management Board of the Company the indicators (KPI) for the Company’s structural units Procedure for Remuneration and target values of key performance (positions). Stimulation of the Company's indicators (KPI) for the Company's Employees (Regulation on the structural units (positions). Remuneration and Stimulation of the Company's Employees) approved by Inter RAO’s Order No. IRAO/69 d/d February 18, 2014. 34. Cl. 20.3.13 No 20.3.13. Approves the Company's Annual Complex Brining in compliance with the Procurement Program, the adjustments of the Company’s Regulation on the procedure for the Annual Complex Procurement Program and the reports of regulated procurement of goods, work on the fulfillment of the Company’s Annual Complex and services for the needs of JSC Procurement Program under the procedure provided for “Inter RAO” approved by the by the Company's local regulations. resolution of the Board of Directors of January 31, 2014. 35. Cl. 20.3.14 20.3.13. Resolves other matters of the 20.3.14. Resolver other matters of the Company’s daily The numbering is adjusted after the Company’s daily operations, save for those operations, save for those that refer to the competence of inclusion of Clause 20.3.13 in Article

73 Proxy materials for the Annual General Meeting of Shareholders

Number of No article (clause, . subclause) of Current version Proposed version Comments the Articles of Association that refer to the competence of the General the General Meeting of Shareholders, the Board of 20 of the Articles of Association. Meeting of Shareholders, the Board of Directors, and the Management Board of the Company. Directors, and the Management Board of the Company. 36. Cl. 23.2 23.2. The Company shall keep the 23.2. The Company shall keep the documents Brought in compliance with Federal documents provided for by Clause 25.1 of provided for by Clause 25.1 of this Article at the location Law No. 251-FZ of July 2013 On this Article at the location of the of the Company's executive body under the procedure and Making Amendments to Certain Company's executive body under the for the period of time established by the Bank of Russia. Regulations of the Russian Federation procedure and within the period of time Due to the Transfer of Powers to the established by the federal executive body Central Bank of Russia for the for the securities market. Regulation, Control and Supervision in the Area of Financial Markets.

74 Proxy materials for the Annual General Meeting of Shareholders

DRAFT

APPROVED by

the Annual General Meeting of Shareholders of JSC “Inter RAO” d/d May ___, 2014 (Minutes No. ___ d/d May ___, 2014)

The Chairman of the Annual General Meeting of Shareholders of JSC “Inter RAO”

______

ARTICLES OF ASSOCIATION of Open Joint-Stock Company

“Inter RAO UES”

(Version of May ___, 2013)

Moscow 2013

Proxy materials for the Annual General Meeting of Shareholders

TABLE OF CONTENTS

Article 1. General Provisions ...... 77 Article 2. Legal Status of the Company ...... 78 Article 3. Purpose and Types of the Company’s Activities ...... 79 Article 4. Authorized Capital of the Company ...... 82 Article 5. Shares, Bonds and Other Equity Securities of the Company ...... 83 Article 6. Rights of the Company’s Shareholders ...... 83 Article 7. Dividends ...... 84 Article 8. Funds of the Company ...... 85 Article 9. Management and Control Bodies of the Company ...... 85 Article 10. General Meeting of Shareholders of the Company...... 86 Article 11. Procedure for Convocation and Holding of the General Meeting of Shareholders of the Company ...... 90 Article 12. Proposals to the Agenda of the General Meeting of Shareholders of the Company ...... 93 Article 13. The Board of Directors of the Company ...... 94 Article 14. Election of the Board of Directors of the Company ...... 98 Article 15. Chairman of the Board of Directors of the Company ...... 99 Article 16. Meetings of the Board of Directors of the Company...... 99 Article 17. Committees of the Board of Directors of the Company ...... 100 Article 18. Executive Bodies of the Company ...... 100 Article 19. Management Board of the Company ...... 102 Article 20. Chairman of the Management Board of the Company ...... 105 Article 21. Revision Commission and Auditor of the Company ...... 106 Article 22. Accounting and Financial Statements of the Company ...... 107 Article 23. Keeping of Documents by the Company. Disclosure of Information by the Company .... 108 Article 24. Reorganization and Liquidation of the Company ...... 109 Information about the Company's Branches and Representative Offices ...... 110

Proxy materials for the Annual General Meeting of Shareholders

Article 1. General Provisions

1.1. Open Joint-Stock Company “Inter RAO UES”, hereinafter the “Company” (formerly – Open Joint-Stock Company Sochinskaya TPP, Open Joint-Stock Company “INTER RAO UES”), is established by the founder’s Resolution of October 23, 2002, in accordance with the Civil Code of the Russian Federation, the Federal Law On Joint-Stock Companies, and other regulations of the Russian Federation, and is in its activities governed by the laws of the Russian Federation and these Articles of Association. The Company is registered on November 1, 2002, under the primary state registration number (OGRN) 1022302933630. 1.2. Open Joint-Stock Company Sochinskaya TPP was renamed based on a resolution of the Company’s sole shareholder – JSC RAO “UES of Russia” (Minutes of the meeting of the Management Board of JSC RAO “UES of Russia” d/d March 28, 2008, No. 1845pr/3) into Open Joint-Stock Company “INTER RAO UES”. 1.3. The full name of the Company in the Russian language is Открытое акционерное общество «Интер РАО ЕЭС», and in the English language – Open Joint-Stock Company “Inter RAO UES”. 1.4. The short name of the Company in the Russian language is ОАО «Интер РАО», and in the English language – JSC “Inter RAO”. 1.5. Company’s location: 27 Bolshaya Pirogovskaya St., bld. 2, Moscow, 119435, Russian Federation 1.6. The Company is created for an unlimited time. 1.7. Based on the resolution of the Company’s sole shareholder – JSC RAO “UES of Russia” (Minutes of the meeting of the Management Board of JSC RAO “UES of Russia” of December 18, 2007, No. 1791pr/2), the Company was reorganized through merger of Open Joint-Stock Company Inter RAO UES Holding (hereinafter “Inter RAO UES Holding JSC”), Closed Joint-Stock Company for the Development of International Electric Connections INTER RAO UES) (hereinafter “INTER RAO UES CJSC”), Open Joint-Stock Company Kaliningradskaya TPP-2 (hereinafter “Kaliningradskaya TPP-2 JSC”), Open Joint-Stock Company Severo-Zapadnaya TPP (hereinafter “Severo-Zapadnaya TPP JSC”) and Open Joint-Stock Company Ivanovo CCPP (hereinafter “Ivanovo CCPP JSC”). 1.8. Based on the resolution of the Company's extraordinary General Meeting of Shareholders of April 26, 2012 (Minutes No. 11 of April 28, 2012), the Company is reorganized by merger of Open Joint- Stock Company First Generating Company of the Wholesale Electricity Market (hereinafter “OGK-1 JSC”), Open Joint-Stock Company Third Generating Company of the Wholesale Electricity Market (hereinafter “WGC-3 JSC”), Open Joint-Stock Company Bashenergoaktiv (hereinafter “Bashenergoaktiv JSC”) created as a result of reorganization of Bashkir Open Joint-Stock Company of Power and Electricity Bashkirenergo (hereinafter “Bashkirenergo JSC”) in the form of a demerger, Open Joint-Stock Company INTER RAO – Energy (hereinafter “INTER RAO – Energy JSC”) and Open Joint-Stock Company INTER RAO – EnergyAsset (hereinafter “INTER RAO – EnergyAsset, OJSC”). 1.9. In accordance with: - The demerger balance-sheet of JSC RAO “UES of Russia” containing the provisions on appointing Inter RAO UES Holding JSC a successor of JSC RAO “UES of Russia”, being a transfer deed for Inter RAO UES Holding JSC, approved by the resolution of an extraordinary General Meeting of Shareholders of JSC RAO “UES of Russia” of October 26, 2007, Minutes of October 30, 2007, w/n; - the transfer deed of INTER RAO UES CJSC approved by the resolution of the General Meeting of Shareholders of INTER RAO UES CJSC of December 19, 2007, Minutes No. 14 of December 19, 2007;

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- the transfer deed of Kaliningradskaya TPP-2 JSC approved by the resolution of the General Meeting of Shareholders of Kaliningradskaya TPP-2 JSC of December 17, 2007, Minutes No. 25 of December 17, 2007; - the transfer deed of Severo-Zapadnaya TPP JSC approved by the resolution of the extraordinary General Meeting of Shareholders of JSC Severo-Zapadnaya TPP of December 19, 2007, Minutes No. 25 of December 19, 2007; - the transfer deed of Ivanovo CCPP JSC approved by the resolution of the extraordinary General Meeting of Shareholders of Ivanovo CCPP JSC of December 19, 2007, Minutes No. 2 of December 19, 2007; - the transfer deed of OGK-1 JSC approved by the resolution of the extraordinary General Meeting of Shareholders of OGK-1 JSC of June 14, 2012, Minutes w/n of June 18, 2012; - the transfer deed of WGC-3 JSC approved by the resolution of the extraordinary General Meeting of Shareholders of WGC-3 JSC of June 14, 2012, Minutes w/n of June 18, 2012; - the demerger balance sheet of Bashkirenergo JSC containing the provision on the appointment of Bashkirenergoaktiv JSC a successor of Bashkirenergo JSC being a transfer deed for Bashkirenergo JSC approved by the resolution of the extraordinary General Meeting of Shareholders of July 27, 2012, Minutes No. 31 of July 27, 2012; - the transfer deed of INTER RAO – Energy JSC approved by the resolution of the extraordinary General Meeting of Shareholders of INTER RAO – Energy JSC of June 14, 2012, Minutes No. 1 of June 15, 2012; - the transfer deed of INTER RAO – EnergyAsset, OJSC approved by the resolution of the extraordinary General Meeting of Shareholders of INTER RAO – EnergyAsset, OJSC of June 14, 2012, Minutes No. 1 of June 15, 2012. The Company is a successor of Inter RAO UES Holding JSC, INTER RAO UES CJSC, Kaliningradskaya TPP-2 JSC, Severo-Zapadnaya TPP JSC, Ivanovo CCPP JSC, OGK-1 JSC, WGC-3 JSC, Bashkirenergoaktiv JSC, INTER RAO – Energy JSC, and INTER RAO – EnergyAsset, OJSC by virtue of universal succession for all property, rights and obligations of each of the said companies as from the date of its merger into the Company (the date of the entry made in the Unified State Register of Legal Entities of termination of the activities of the legal entity by reorganization in the form of a merger) in accordance with the relevant transfer deeds.

Article 2. Legal Status of the Company

2.1. The Company’s legal status is determined by the Civil Code of the Russian Federation, the Federal Law On Joint-Stock Companies, other regulations of the Russian Federation and these Articles of Association. 2.2. The Company is a legal entity under the laws of the Russian Federation. 2.3. The Company owns detached property accounted on an individual balance-sheet, may in its own name acquire and exercise property and personal non-property rights, perform obligations and act as a plaintiff and a defendant in court. 2.4. The Company is entitled to open bank accounts under the prescribed procedure within and outside the Russian Federation.

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2.5. The Company is liable for its obligations to the extent of all its property. 2.6. The Company is not liable for the obligations of the Russian Federation or its shareholders. The Company’s shareholders are not liable for the obligations of the Company, except as provided for by the Russian laws. The Company’s shareholders shall bear the risk of losses relating to its activities within the value of shares held. The Company shall not be held liable for the obligations of the Government or its bodies, and the Government or its bodies shall not be held liable for the obligations of the Company. 2.7. The Company has a round seal containing its full name in the Russian language and location. The Company may have stamps and forms with its letterhead, its own emblem and trademark registered under the prescribed procedure, as well as other means of visual identification. 2.8. The Company has civil rights and bears obligations required to perform any types of activity allowed under the federal laws. 2.9. The Company shall meet its obligations for mobilization training and mobilization in accordance with the applicable federal laws and other regulations of the Russian Federation. 2.10. The Company may under the prescribed procedure establish (take part in the establishment of) commercial and non-commercial organizations, create representative offices and branches acting respectively under the articles of association and regulations approved by the Company. The Company includes representative offices and branches specified in Appendix No. 1 constituting an integral part hereof. The Company’s branches and representative offices are not legal entities and act on the Company’s behalf and based on the regulations approved by the Company. The founding Company shall provide its branches and representative offices with property accounted both on their individual balance sheets and on the balance sheet of the Company. The heads of branches and representative offices shall be appointed by the Company and act by virtue of a power of attorney issued by the Company. Any branch or representative office shall operate on behalf of their founding Company. The Company is responsible for the activities of its branches and representative offices. The notices of amendments made in the Company's Articles of Association as a result of changes in the information about its branches or representative offices shall be provided to the authority for state registration of legal entities after the occurrence thereof. The above amendments made to the Company's Articles of Association shall take effect for third parties as from the date of the notice thereof provided to the authority for state registration of legal entities. The Company shall establish its branches and representative offices outside the Russian Federation in accordance with the laws of the foreign country in which such branches or representative offices are located, unless the international treaty of the Russian Federation provides otherwise. 2.11. The Company may have subsidiaries and affiliates incorporated as legal entities in the Russian Federation in accordance with the Federal Law On Joint-Stock Companies, other federal laws and these Articles of Association, and outside the Russian Federation – in accordance with the laws of the foreign country in effect at the location of such subsidiary or affiliate, unless the international treaty of the Russian Federation provides otherwise. 2.12. The Company is a commercial organization.

Article 3. Purpose and Types of the Company’s Activities

3.1. The primary purpose of the Company’s activities is making profit.

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3.2. To make profit the Company is entitled to carry out any activities allowed under the law, including: - production of electric and thermal power; - ensuring the operability of electric and heat networks; - supply (sale) of electric and thermal power; - receipt (purchase) of electric power from the wholesale electricity (capacity) market; - ensuring power saving operation modes of the equipment of the power stations, and compliance with the power supply modes in accordance with the agreements; - activities for the operation of electric and power networks; - ensuring operation of power equipment in compliance with the applicable regulations, timely and quality repair thereof, technical re-equipment and reconstruction of power facilities, and development of the power system; - operation of power facilities not on the Company’s balance sheet under the agreements with the owners of such power facilities; - creation and mastering of new equipment and technologies that ensure the efficiency, security and environmental safety of the Company’s industrial facilities, creation of conditions for the development of the power complex in general, implementation of industrial, research, technical and innovation programs, and creation of industrial R&D funds; - provision of services for the sale of electric and thermal power to legal entities; - ensuring power supply to consumers connected to electric and heat networks of the Company as per the agreements made; - foreign economic activity; - participation in investment projects, financing of investment projects for the acquisition of assets abroad or within the Russian Federation, including shares (interest) in, or management rights of, foreign and Russian companies. - export and import of electricity; - import and export supplies of power equipment, dispatch and automatic control tools and ensuring its warranty and post-warranty maintenance; - development, together with power companies of other countries, of process modes of joint operation of UES of Russia and the Russian power systems with the power systems of other countries; - functioning as a customer or a contractor under any internal and international power projects, telecommunications systems projects or dispatch and automatic control tools; - complex support, development and implementation of international projects and programs in the area of electric power systems, including preparation of initial substantiation technical and economic documents; - participation in drafting a concept and strategy of UES of Russia development and its external electric relations with CIS and non-CIS countries;

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- consultancy services; - operations with securities under the procedure prescribed by the applicable Russian laws; - engineering surveys, design and construction of buildings and structures of the 1st and 2nd levels of responsibility under the state standard, as well as residential and non-residential buildings and structures and other facilities; - financial lease within the Russian Federation; - pre-design, design and research work, whether through own efforts or with attraction of other organizations, for the development of electric power systems and their control tools, operation and enhancement of the capacity of the existing ones, construction of new power transmission lines (including inter-state ones) and other power facilities, increasing the volume of export and exchange of power; - participation in research programs developed by power organizations, design and research organizations; - development of mathematical and program software to manage and develop power systems and power pools, as well as creation of information databases and supply of software programs to the domestic and foreign markets; - organization of training of personnel of power companies in Russia and abroad and holding of exhibitions, stands, presentations and seminars on the achievements of domestic and foreign power industry; - teaching and testing of rules, standards and instructions on technical operation, labor, industrial and fire safety; - participation in developments, implementation and operation of modern and prospective communication and information transmission systems in the Russian Federation and abroad; - carrying out the activities relating to environmental work; - operation of internal gas networks; - carrying out the activities relating to environmental modification, environmental protection, use of natural resources, utilization, warehousing and removal of industrial waste; - trust management of property; - management of securities; - exercise of powers of executive authorities in business companies under the procedure prescribed by the laws and agreements made; - forwarding services; - security activities exclusively for personal safety purposes within the scope of the security service established by the Company, which shall in its activities be governed by the Russian law On Private Detective and Security Activities in the Russian Federation and the Russian laws; - acting as a customs agent and a customs broker;

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- organization and holding of defensive measures for mobilization training, civil defense, emergencies and protection of information classified as a state secret, in accordance with the Russian laws; - other activities allowed under the Russian laws. 3.3. The Company may engage in certain types of activities the list of which is defined by the federal laws only based on a special permit (license). The Company’s right to perform the activity that requires obtaining a license shall arise upon receipt of such license or on the date indicated therein and shall terminate at the expiry of its validity period, unless the applicable Russian laws provide otherwise.

Article 4. Authorized Capital of the Company

4.1. The Company’s authorized capital is comprised of the par value of the Company’s shares acquired by its shareholders (placed shares). 4.2. The Company’s authorized capital amounts to two hundred and ninety three billion three hundred and thirty nine million seven hundred and two thousand eight hundred and thirty two point five six seven six nine eight six one (293,339,702,832.56769861) rubles. The Company has placed ten trillion four hundred and forty billion nine hundred and ninety seven thousand six hundred and eighty three (10,440,000,997,683) ordinary registered non-certified shares with an equal par value of zero point zero two eight zero nine seven six seven (0.02809767) rubles each. . 4.3. The Company’s authorized capital may be: - increased by increasing the par value of shares or by offering additional shares; - reduced by decreasing the par value of shares or their total amount, including by acquiring and redeeming part of the shares placed by the Company hereunder. 4.4. The Company's authorized capital may be increased only after it is paid up in full. 4.5. The Company’s authorized capital shall be decreased under the procedure stipulated by the Russian laws and these Articles of Association. 4.6. The Company shall reduce its authorized capital in cases prescribed by the Federal Law On Joint-Stock Companies. 4.7. The Company may acquire the shares placed by it in accordance with the resolution of the General Meeting of Shareholders on reducing the Company's authorized capital through acquiring part of its placed shares in order to reduce their total amount. The General Meeting of Shareholders may not pass a resolution on the reduction of the Company's authorized capital by acquiring part of its placed shares to reduce their total amount, if the par value of shares outstanding becomes less than the minimum amount of the authorized capital as required by the Federal Law On Joint-Stock Companies. The shares acquired by the Company under this clause shall be redeemed upon their acquisition. The shares acquired in accordance with this clause may by a resolution of the General Meeting of Shareholders be paid up with cash and/or other property. 4.8. The Company shall be entitled to place seven trillion two hundred and thirty four billion one hundred and twelve million eight hundred and forty seven thousand three hundred (7,234,112,847,300) additional ordinary registered non-certified shares having the par value of zero point zero two eight zero nine seven six seven (0.02809767) rubles each (authorized shares), that give the same rights as the Company’s placed shares stipulated by these Articles of Association.

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Article 5. Shares, Bonds and Other Equity Securities of the Company

5.1. The Company may offer additional shares and other equity securities by way of subscription and conversion. If the Company's authorized capital is increased at the expense of its property, the Company shall place additional shares by their distribution among its shareholders. 5.2. Conversion of ordinary shares into preferred shares, bonds and other securities shall be excluded. 5.3. The Company shall place its shares and other securities convertible into shares in compliance with legal regulations of the Russian Federation. 5.4. The Company’s shareholders shall to the extent prescribed by the Russian laws have a preemption right to additional shares placed by subscription and equity securities convertible into shares in the amount proportionate to the number of shares of this category (type) held by them. 5.5. If in the exercise of their preemption right to additional shares or consolidation of shares a shareholder cannot acquire the whole amount of shares, fractional shares shall be made. A fractional share gives its holder the rights provided by the share of the respective category (type) in the amount proportionate to the part of the full share it constitutes. Fractional shares shall circulate equally with full shares. If one person acquires two or more fractional shares of one category (type), such shares shall constitute one full and/or fractional share equal to the amount of such fractional shares. 5.6. Additional shares placed by subscription may be paid up with money, securities and other things or property rights or any other rights having a monetary value. Additional shares may be paid by set-off of the Company’s monetary claims to the extent they are placed by private subscription. The form of payment of additional shares shall be determined by a resolution on their placement. Payment of other equity securities may only be with cash. 5.7. 4.5The Company shall acquire the shares placed by it subject to a resolution of the Board of Directors of the Company, except as prescribed by Clause 4.7 hereof. The Board of Directors may not make a resolution on the Company's acquiring the shares if the par value of Company's outstanding shares is less than 90 per cent of the Company's authorized capital. The shares acquired by the Company under this clause shall not provide any voting rights nor shall they be regarded when counting the votes, and no dividends shall accrue thereon. Such shares shall be sold by the Board of Director’s resolution at a price not less than their market value within a maximum of one year after their acquisition. Otherwise, the General Meeting of Shareholders shall make a resolution to reduce the Company’s authorized capital by redeeming the said shares. The shares acquired in accordance with this clause may by a resolution of the General Meeting of Shareholders be redeemed with cash and/or other property.

Article 6. Rights of the Company’s Shareholders

6.1. Each ordinary share of the Company has the same par value and gives its holder the same scope of rights. 6.2. The holders of the Company’s ordinary shares shall have the right to: 6.2.1. Take part in the Company’s General Meeting of Shareholders with the right to vote on all items falling within the scope of its competence whether personally or through their representatives;

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6.2.2. Include proposals to the agenda of the General Meeting of Shareholders under the procedure prescribed by the Russian laws and these Articles of Association; 6.2.3. Receive dividends declared by the Company; 6.2.4. Receive information about the Company’s activities and review the Company’s documents as per Article 91 of the Federal Law On Joint-Stock Companies, other regulations and these Articles of Association; 6.2.5. Require redemption by the Company of all or part of shares held by them to the extent provided for by the Russian laws; 6.2.6. Exercise their preemption right in the event the Company places additional shares and equity securities convertible into shares by subscription in the amount proportionate to the number of shares of such category (type) held by them to the extent provided for by the applicable Russian laws. 6.2.7. Receive part of the Company’s property in the event of its liquidation under the procedure set forth by the Russian laws and these Articles of Association; and 6.2.8. Exercise other rights provided for by the applicable Russian laws, the Articles of Association and resolutions of the General Meeting of Shareholders adopted within the scope of its competence.

Article 7. Dividends

7.1. As of the end of the first quarter, half year, nine months of a financial year and/or as of the end a financial year the Company shall have the right to make a resolution on paying (declaring) dividends on the shares placed. The resolution on paying (declaring) dividends as of the first quarter, half year and nine months of a financial year may be adopted within three months after the end of the respective period. The Company shall pay dividends declared on the shares of each category (type). 7.2. The Company may not pay out declared dividends on shares: - if as of the payment date the Company demonstrates any signs of insolvency (bankruptcy) as per the Russian laws on insolvency (bankruptcy), or if the Company has the above signs resulting from the payment of dividends; - if on the payment date the value of the Company’s net assets is less than its authorized capital and reserve fund or becomes less than the amount thereof after the payment of dividends; - in other cases stipulated by the federal laws. After the circumstances mentioned in this Clause cease, the Company shall pay the declared dividends to the shareholders. 7.3. The resolution on the payment (declaration) of dividends, including the resolution on the dividend amount and the form of its payment on the shares of each category (type), shall be made by the General Meeting of Shareholders. Such resolution shall define the amount of dividends payable on the shares of each category (type), the form of their payment, the procedure for the payment of dividends in kind and the date as of which the persons entitled to receive dividends are determined. However, the resolution as to the date on which the 84

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persons entitled to receive dividends are determined shall be passed only at the proposal of the Board of Directors of the Company. The amount of dividends shall not exceed the amount recommended by the Board of Directors of the Company. The Company’s General Meeting of Shareholders shall be entitled to make a resolution on paying dividends on ordinary shares. 7.4. The Company shall not have the right to make a resolution on paying (declaring) dividends on shares: - until all the Company’s authorized capital is paid up in full; - until all the shares subject to redemption under Article 76 of the Federal Law On Joint-Stock Companies are redeemed by the Company; - if as of the date of such resolution the Company demonstrates any signs of insolvency (bankruptcy) as per the Russian laws on insolvency (bankruptcy) or if the Company has the foregoing signs resulting from the payment of dividends; - if on the date of such resolution the value of the Company’s net assets is less than its authorized capital and reserve fund or becomes less than the amount thereof resulting from the adoption of such resolution; - in other cases stipulated by the federal laws. 7.5. The source of dividend payments is the Company’s profit after tax (net profit). 7.6. Payment of cash dividends to individual persons whose rights to shares are accounted in the Company’s register of shareholders shall be by a postal transfer of funds or, in case of a relevant application submitted by such persons, by a transfer of funds to their bank accounts. Such application shall be deemed received, including to the extent the Company's register of shareholders contains such individual shareholder's form with his or her bank details.

Article 8. Funds of the Company

8.1. The Company shall create a Reserve Fund of 15 per cent of its authorized capital. 8.2. The amount of mandatory annual deductions to the Company's Reserve Funds shall be 5 per cent of the Company's net profit until the Reserve Fund reaches the determined amount. 8.3. The Company’s Reserve Fund is intended to cover its losses, redeem its bonds and repurchase its shares, should there be no other funds. The Company’s Reserve Fund may not be used for any other purposes. 8.4. The Company shall as per the Russian laws be entitled to create other funds securing its business as a subject of civil turnover.

Article 9. Management and Control Bodies of the Company

9.1. The Company's management bodies are: - General Meeting of Shareholders; - Board of Directors of the Company; 85

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- Management Board of the Company (collegial executive body); and - Chairman of the Management Board (sole executive body). 9.2. The body controlling the Company's financial and economic activities is its Revision Commission.

Article 10. General Meeting of Shareholders of the Company

10.1. The General Meeting of Shareholders is the Company’s supreme governing body. The General Meeting of Shareholders shall be competent to: 10.1.1. Make modifications and amendments or approve the revised Articles of Association of the Company; The resolution shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company's voting shares taking part in the General Meeting of Shareholders. 10.1.2. Reorganize the Company; The resolution shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.3. Liquidate the Company, appoint a liquidation commission and approve the intermediary and final liquidation balance sheets; The resolution shall be adopted by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.4. Determine the amount, the par value and the category (type) of the Company’s authorized shares and rights attached to such shares; The resolution shall be adopted by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.5. Increase the Company’s authorized capital by increasing the par value of shares or by distributing additional shares among the Company's shareholders at the expense of its property; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.6. Increase the authorized capital by placing additional shares (equity securities convertible into the Company’s shares) through private subscription and by placing the Company’s ordinary shares (equity securities convertible into the Company’s ordinary shares) constituting over 25% of the Company’s shares previously placed by public subscription; The resolution shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.7. Decrease the Company’s authorized capital by increasing the par value of shares;

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The resolution shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.8. Reduce the Company’s authorized capital by the Company's acquiring part of placed shares in order to reduce their total number and by redeeming the shares acquired or repurchased by the Company; The resolution shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.9. Split up and consolidate the Company's shares; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.10. Determine the number and elect members of the Board of Directors of the Company and prematurely terminate their powers; The resolution shall be adopted by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders, the members of the Board of Directors shall be elected by cumulative voting under the procedure set forth by Clause 0 of this Article. 10.1.11. Elect and prematurely terminate the powers of the Chairman of the Management Board; The resolution shall be adopted by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.12. Elect the Revision Commission of the Company and prematurely terminate its powers; The resolution shall be adopted by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.13. Approve the Company’s Auditor; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.14. Transfer the powers of the Company's sole executive body to a managing organization (manager); The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.15. Approve the Company’s annual reports and annual financial statements, including profit and loss statements (profit and loss accounts), and distribute profits (including pay (declare) dividends, save for the profits distributed as dividends as of the end of the first quarter, half year, and nine months of a financial year) and losses of the Company as of the end of a financial year;

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The resolution shall be adopted by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. If the Company places preferred shares, the resolution on the payment (declaration) of dividends on preferred shares of a certain type shall be adopted by the majority of votes of the holders of the Company's voting shares taking part in the meeting. In this case, the votes of the holders of preferred shares of this type cast for IN FAVOR and ABSTAIN voting options shall not be taken into account in vote counting and in determining the quorum to pass a resolution on the issue in question. 10.1.16. Determine the procedure for holding the Company’s General Meeting of Shareholders; The resolution shall be adopted by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.17. Elect the members of the counting commission and prematurely terminate their powers; The resolution shall be adopted by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.18. Pay (declare) dividends as of the end of the first quarter, half year and nine months of a financial year; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.19. Approve related-party transactions to the extent provided for by Article 83 of the Federal Law On Joint-Stock Companies; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of all holders of voting shares not interested in the transaction. 10.1.20. Approve major transactions to the extent provided for by Article 79 of the Federal Law On Joint-Stock Companies; The resolution on approval of the major transaction having the property value exceeding 50 percent of book value of the Company’s assets shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. The resolution on approval of the major transaction having the property value of 25 to 50 percent of book value of the Company’s assets as subject-matter shall be taken upon the suggestion of the Board of Directors by the majority vote of shareholders – owners of the voting share owners attending the General Meeting of Shareholders. 10.1.21. Take part in financial and industrial groups, associations or other unions of business entities; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.22. Approve internal documents regulating the activities of the Company's bodies;

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The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.23. Pay fees and/or compensations to the members of the Revision Commission of the Company; The resolution shall be adopted at the proposal of the Board of Directors by the majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.24. Pay fees and/or compensations to the members of the Board of Directors of the Company; The resolution shall be adopted by a majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.25. Submit an application for a delisting of the Company's shares and/or equity securities convertible into its shares; The resolution shall be adopted at the proposal of the Board of Directors by a three fourth majority of votes of the holders of the Company’s voting shares taking part in the General Meeting of Shareholders. 10.1.26. Resolve other issues provided for by the Federal Law On Joint-Stock Companies. 10.2. Issues falling within the competence of the General Meeting of Shareholders may not be delegated for resolution to the Board of Directors, the Management Board or the Chairman of the Management Board of the Company. The General Meeting of Shareholders shall not be entitled to consider or adopt resolutions on the issues not falling within its competence under the Federal Law On Joint-Stock Companies. 10.3. The resolution of the General Meeting of Shareholders on an item put for voting shall be passed as prescribed by Clause 10.1 of this Article, unless the Federal Law On Joint-Stock Companies provides otherwise. The resolution on the issue of submitting an application for a delisting of the Company's shares and/or equity securities convertible into its shares shall enter into force provided that the total amount of shares claimed for repurchase does not exceed the amount of shares that may be repurchased by the Company subject to the restriction established by Clause 5 of Article 76 of the Federal Law On Joint-Stock Companies. 10.4. The Company’s General Meeting of Shareholders shall not be entitled to make resolutions on the issues not included in the agenda or to modify the agenda of its General Meeting of Shareholders. 10.5. The voting at the General Meeting of Shareholders shall be on a “one voting share – one voice” basis, save for cumulative voting on the item of electing the members to the Board of Directors of the Company. In the event of cumulative voting the number of votes held by each shareholder is multiplied by the number of persons to be elected as members of the Board of Directors of the Company, and each shareholder is entitled to cast the votes so received for one nominee or distribute them among two or more nominees. The nominees having received the most votes shall be elected to the Company's' Board of Directors. 10.6. The Company’s General Meeting of Shareholders shall be held in Moscow, which is the location of the Company, or at the location of the Company’s branches, including Kaliningrad, St. Petersburg and Sochi, and in the said cities in the event of liquidation of branches located there.

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The address to hold the Company’s General Meeting of Shareholders shall be determined by the Board of Directors when addressing the issues of holding the General Meeting of Shareholders. 10.7. The Chairman of the Board of Directors shall act as the Chairman of the General Meeting of Shareholders or another person appointed by a resolution of the Board of Directors.

Article 11. Procedure for Convocation and Holding of the General Meeting of Shareholders of the Company

11.1. The General Meeting of Shareholders of the Company shall be held no less than two months and no more than six months of the end of a financial year. The General Meeting of Shareholders shall on a mandatory basis address the issues regarding the election of the Board of Directors and the Revision Commission, the approval of the Company’s Auditor, the approval of the Company’s annual report presented by the Board of Directors, the annual financial statements, including the profit and loss statements (profit and loss accounts), and distribution of profits (including payment (declaration) of dividends, save for profits distributed as dividends as of the end of the first quarter, half year and nine month of a financial year) and losses of the Company as of the end of a financial year. The Shareholders’ Meetings held in excess of the annual Meeting are extraordinary. 11.2. An extraordinary General Meeting of Shareholders shall be held by a resolution of the Board of Directors of the Company at its own initiative, at the request of the Revision Commission of the Company, the Company's Auditor, and the shareholder(s) holding at least 10 per cent of the Company's voting shares as of the date of the request. An extraordinary General Meeting of Shareholders at the request of the Revision Commission of the Company, the Company's Auditor or shareholder(s) holding a minimum of ten (10) per cent of the Company's voting shares shall be convened by the Board of Directors of the Company. Such General Meeting of Shareholders shall be held within 50 days as from the date of the request for an extraordinary General Meeting of Shareholders of the Company, except that the Federal Law On Joint-Stock Companies provides otherwise. If the proposed agenda of an extraordinary General Meeting of Shareholders includes election of members of the Board of Directors of the Company, such General Meeting of Shareholders shall be held within 95 days after the request for an extraordinary General Meeting of Shareholders. Where the Board of Directors of the Company is obliged to make a resolution on holding an extraordinary General Shareholders Meeting for the election of members of the Board of Directors of the Company, such General Meeting of Shareholders shall be held within 90 days as from the date of such resolution made by the Board of Directors of the Company. Within 5 days from the date of the request submitted by the Revision Commission of the Company, Auditor or shareholder(s) holding at least 10 per cent of the Company's voting shares for convening an extraordinary General Meeting of Shareholders, the Board of Directors of the Company shall make a resolution on convening or refusing to convene an extraordinary General Meeting of Shareholders of the Company. The resolution of the Board of Directors of the Company on convening an extraordinary General Meeting of Shareholders or a motivated refusal to convene the same shall be sent to the persons requesting such convocation within 3 days from the date of the resolution. If within the period established by this Clause the Board of Directors of the Company does not make a resolution to convene an extraordinary General Meeting of Shareholders or resolves to refuse convening the

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same, the Company's body or persons requesting convocation shall have the right to apply to court to make the Company hold an extraordinary General Meeting of Shareholders. 11.3. The General Meeting of Shareholders shall be held in the form of joint presence of shareholders (or their representatives) to discuss the agenda items and pass resolutions on the items put for voting. Resolutions of the General Meeting of Shareholders may be adopted without a meeting (joint presence of shareholders for discussion of the agenda items put for voting) by absentee voting (polling). The General Meeting of Shareholders the agenda of which includes the election of the Board of Directors of the Company or the Company’s Auditor or approval of the Company’s Auditor, as well as items mentioned in Subclause 11, Clause 1, Article 48 of the Federal Law On Joint-Stock Companies, shall not be held in the form of absentee voting. A repeated General Meeting of Shareholders instead of any failed General Meeting of Shareholders which was to be held in the form of joint presence shall not be held by absentee voting (polling). 11.4. The functions of the Counting Commission shall at the General Meeting of Shareholders be performed by a professional participant of the securities market acting as the holder of the register of the Company's shareholders (Company’s registrar). 11.5. The list of persons entitled to take part in the General Meeting of Shareholders shall be drawn up based on the register of the Company’s shareholders. The date on which the list of the Company's persons entitled to participate in the Company's General Meeting of Shareholders shall not be appointed earlier than 10 days after the date of the resolution of the Company’s General Meeting of Shareholders and later than 50 days before the date of the General Meeting of Shareholders, except as otherwise provided by the Federal Law On Joint-Stock Companies. 11.6. The Company shall publish the notice of the General Meeting of Shareholders on the Company’s website: www.inteerao.ru at least thirty (30) days in advance, unless the Federal Law On Joint-Stock Companies provides for a longer period. 11.7. The ballots for voting on the agenda items shall be sent by registered mail to the address stated in the list of persons entitled to participate in the General Meeting of Shareholders or delivered against signature to each person stated in the list of persons entitled to take part in the General Meeting of Shareholders at least 20 days in advance. 11.8. The information (materials) on the agenda items of the General Meeting of Shareholders shall be available to the persons entitled to participate in the General Meeting of Shareholders for review in the premises of the Company's executive authority and in other places the addresses of which are to be specified in the notice of the General Meeting of Shareholders for 20 days, and in the event of the General Meeting of Shareholders the agenda of which includes the issue of the Company's reorganization, for 30 days before the date of the meeting and shall be published on the Company's website in the Internet at least 30 days in advance. The said information (materials) shall be available to the persons entitled to take part in the General Meeting of Shareholders during the meeting. The procedure for reviewing the information (materials) on the agenda items of the General Meeting of Shareholders by the persons entitled to take part in the General Meeting of Shareholders and the list of such information (materials) shall be determined by a resolution of the Company’s General Meeting of Shareholders. 11.9. The right to take part in the General Meeting of Shareholders shall be exercised by the shareholder personally or through his or her representative. In the event any share of the Company is in joint property of several persons, they shall be provided with one copy of the voting ballot on all the items or with one copy of two or more voting ballots on various items, and the powers to vote at the General Meeting of Shareholders shall at their discretion be exercised by one or more holders of the joint property or by their common representative.

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The powers of each of the said persons shall be duly documented. 11.10. Where the General Meeting of Shareholders is held in the form of joint presence, the persons included in the list of persons entitled to take part in the General Shareholders Meeting (or their representatives) shall have the right to participate in such meeting or send their filled out ballots to the Company. Voting on the agenda items of the General Meeting of Shareholders held in the form of an absentee voting shall only be with the voting ballots. 11.11. The General Meeting of Shareholders is quorate if it is attended by the shareholders (their representatives) holding in the aggregate of over half of the votes given by the Company's placed voting shares. The shareholders taking part in the General Meeting of Shareholders shall be the shareholders registered to take part in such meeting and the shareholders whose ballots are received within two days before the date of the General Meeting of Shareholders. The shareholders taking part in the General Meeting of Shareholders held in the form of absentee voting shall be the shareholders whose ballots are received before the finale date for the acceptance of ballots. 11.12. If the quorum for the Annual General Meeting of Shareholders of the Company is absent, a repeated General Meeting of Shareholders shall be held with the same agenda. If the quorum for an extraordinary General Meeting of Shareholders of the Company is absent, a repeated General Meeting of Shareholders may be held with the same agenda. The repeated General Meeting of Shareholders convened instead of the failed meeting shall be quorate, if it is attended by the shareholders holding in the aggregate at least 30 per cent of votes given by the Company's placed voting shares. If a repeated General Meeting of Shareholders is held less than forty (40) days after the failed General Meeting of Shareholders, the persons entitled to participate in the General Meeting of Shareholders shall be determined in accordance with the list of persons entitled to participate in the initial (failed) General Meeting of Shareholders. If by a court order the quorum for the Annual General Meeting of Shareholders is absent, a repeated General Meeting of Shareholders shall be held with the same agenda. In this case no additional appeal to the court shall be required. If by a court order the quorum for an extraordinary General Meeting of Shareholders is absent, no repeated General Meeting of Shareholders shall be held. 11.13. The minutes of the results of voting shall be drawn up and signed by the members of the counting commission or the person performing its functions within 3 business days after the closing of the General Meeting of Shareholders. 11.14. The minutes of the General Meeting of Shareholders shall be drawn up in two copies not within three business days after the closing of the General Meeting of Shareholders. Both copies shall be signed by the Chairman and the secretary of the General Meeting of Shareholders. 11.15. The resolutions adopted by the General Meeting of Shareholders and the results of voting may be announced at the General Meeting of Shareholders at which voting was held, and shall be brought to the knowledge of persons included in the list of persons entitled to take part in the General Meeting of Shareholders in the form of a report on the results of voting under the procedure envisaged for providing a notice of the General Meeting of Shareholders not later than 4 business days after the closing of the General Meeting of Shareholders or the final date for the acceptance of ballots in case the General Meeting of Shareholders is held in the form of absentee voting.

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Article 12. Proposals to the Agenda of the General Meeting of Shareholders of the Company

12.1. The Company’s shareholder(s) holding in the aggregate at least 2 per cent of the Company’s voting shares shall within the period of 60 days after the end of a financial year be entitled to add items to the agenda of the General Meeting of Shareholders and propose nominees to the Board of Directors or the Revision Commission of the Company whose number may not exceed the number of members comprising the respective body of the Company. 12.2. In the event the proposed agenda of an extraordinary General Meeting of Shareholders includes the election of members to the Board of Directors of the Company (Supervisory Board), the shareholder(s) holding in the aggregate no less than 2 per cent of the Company’s voting shares shall have the right to propose nominees to the Board of Directors of the Company (Supervisory Board), whose number may not exceed the number of members comprising the Board of Directors of the Company (Supervisory Board). The proposals mentioned in this Clause shall be provided to the Company at least 30 days before the date of an extraordinary General Meeting of Shareholders. 12.3. The proposal on adding items to the agenda of the General Meeting of Shareholders and the proposal of nominees shall be made in writing specifying the name(s) of the shareholder(s) submitting them, the number and category (type) of shares held by them, and shall bear the signature of such shareholder(s). 12.4. The proposal on adding items to the agenda of the General Meeting of Shareholders shall contain the wording of each proposed item, and the proposal of nominees shall include the name and details of the identification document (series and/or number of the document, date and place of its issuance, and the issuing authority) of each nominee, and the name of the body to which such nominee is proposed to be elected. Additional requirements for the nominees to the Board of Directors and the Revision Commission of the Company may be established by the Company's internal documents. 12.5. The Board of Directors of the Company shall consider the submitted proposals and make a decision on whether to include them in the agenda of the General Meeting of Shareholders or not within 5 days after the end of the period stated in Clauses 12 and 12.1 of this Article. 12.6. The Board of Directors of the Company shall have the right to refuse including any items proposed by one or more shareholders into the agenda of the General Meeting of Shareholders or to include the nominees into the list of voting candidates to be elected to the respective body of the Company based on the grounds provided for by the Federal Law On Joint-Stock Companies and other regulations of the Russian Federation. 12.7. The Board of Directors’ reasonable decision to refuse including an item or a nominee into the agenda of the General Meeting of Shareholders or the list of nominees for the election to the respective body of the Company shall be sent to the shareholder(s) who put the issue or proposed the nominee within 3 days from the date of such decision. 12.8. The Board of Directors shall not have the right to amend the wordings of items proposed to be included into the agenda of the General Meeting of Shareholders or the wordings of resolutions on such items (if any). Apart from the items proposed by the shareholders to be included into the agenda of the General Meeting of Shareholders, and in the event there are no such proposals or no or insufficient number of nominees offered by the shareholders to form a respective body, the Board of Directors of the Company may at its own discretion include items into the agenda of the General Meeting of Shareholders or nominees into the list of nominees.

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Article 13. The Board of Directors of the Company

13.1. The Board of Directors of the Company performs the overall management of the Company's activities, except addressing the issues falling within the competence of the General Meeting of Shareholders under the Federal Law On Joint-Stock Companies and these Articles of Association. The Board of Directors of the Company shall be competent to: 13.1.1. Define the priority areas of the Company’s activities and the Company’s strategy, in particular consider strategic priorities of the Company's development and the Reports on the fulfillment of its strategy; 13.1.2. Consider the nominees proposed by the Company’s shareholders to be elected to the Company's management and control bodies and the proposed items to be added to the agenda of the General Meeting of Shareholders; 13.1.3. Convene the annual and extraordinary General Meeting of Shareholders of the Company, except as provided for by Paragraph 7, Clause 0 of Article 11 hereof; 13.1.4. Approve the agenda of the General Meeting of Shareholders; 13.1.5. Elect the secretary of the General Meeting of Shareholders; 13.1.6. Determine the date of the list of persons entitled to take part in the General Meeting of Shareholders, approve the cost estimate for the General Meeting of Shareholders of the Company and address other issues regarding preparation and holding of the Company's General Meeting of Shareholders; 13.1.7. Article 1010.1.110.1.410.1.810.1.1210.1.1710.1.2410.1.24Submit the matters covered by Subclauses 10.1.1, 10.1.1, 10.1.4–10.1.8, 10.1.12– , 10.1.17–10.1.24, 10.1.24 of Clause 10.1 of Article 10 hereof to the Board of Directors of the Company for consideration; Resolutions on items 13.1.1–13.1.7 of Clause 13.1 of this Article shall be adopted by a majority of votes of the members of the Board of Directors participating in the meeting. 13.1.8. Increase the Company’s authorized capital by placing additional shares of the Company through public subscription from among authorized shares, and bonds convertible into shares, as well as other equity securities convertible into shares the total amount of which does not exceed 25% of all placed shares of the Company; The resolution on item 13.1.18 of Clause 13.1 of this Article shall be adopted unanimously by all members of the Board of Directors, however the votes of the withdrawn members of the Board of Directors of the Company shall not be taken into account.

13.1.9. Ensure placement by the Company of additional shares into which the placed preferred shares of a certain type convertible into ordinary shares or preferred shares of other types are to be converted, unless such placement is not related to an increase of the Company's authorized capital, and placement by the Company of bonds or other equity securities, except for shares; 13.1.10. Approve resolutions on the issue (additional issue) of securities and prospectuses of securities; 13.1.11. Determine the price (monetary value) of property, the price or the procedure for defining the price of placement and the price of redemption of equity securities to the extent provided for by the Federal Law On Joint-Stock Companies; 13.1.12. Acquire the shares, bonds and other securities to the extent provided for by these Articles of Association and the Federal Law On Joint-Stock Companies or other federal laws; 13.1.13. Determine the number of members of the Management Board of the Company, elect members to the Management Board, and make a resolution on premature termination of powers of the members of the Board of Directors. 94

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13.1.13.1. Approve the terms of agreements with the Chairman and members of the Management Board of the Company or appoint a person authorized to define the terms and/or to sign employment agreements on behalf of the Company with the Chairman and members of the Management Board of the Company, and make a resolution on premature termination of the employment agreement with them, including define the terms of premature termination of the employment agreement; 13.1.14. Define the amounts of fees and compensations payable to the Chairman and members of the Management Board of the Company; 13.1.15. Bring the Chairman and members of the Management Board of the Company to disciplinary liability and incentivize them in accordance with the labor law of the Russian Federation and internal documents of the Company; 13.1.16. Consider reports submitted by the Management Board of the Company on the fulfillment of resolutions of the General Meeting of Shareholders and the Board of Directors of the Company; Resolutions on items 13.1.9–13.1.13 and 13.1.13 of Clause 13.1 of this Article shall be adopted by a majority of votes of the members of the Board of Directors participating in the meeting. Resolutions on items 13.1.13.1–13.1.15 of Clause 13.1 of this Article shall be passed by a majority of votes of the members of the Board of Directors taking part in the meeting, however, the votes of the Board of Directors acting as the Chairman or members of the Management Board of the Company shall not be taken into account. 13.1.17. Suspend the powers of the managing organization (manager) and appoint a temporary sole executive body of the Company; 13.1.18. Suspend the powers of the Chairman of the Management Board of the Company and appoint an acting Chairman of the Management Board of the Company; Resolutions on items 13.1.17–13.1.18 of Clause 13.1 of this Article shall be passed by a three fourth majority of votes of the members of the Board of Directors, however, the votes of the withdrawn members of the Board of Directors of the Company shall not be taken into account. 13.1.19. Give recommendations as to the amount of fees and compensations to be paid to the members of the Revision Commission of the Company and determine the Auditor’s fee; 13.1.20. Give recommendations as to the amount of dividend on shares, the procedure for its payment and the date on which the persons entitled to receive dividends are determined; 13.1.21. Use the Company's Reserve and other funds, approve the Company's funds disbursement estimates, consider reports on the fulfillment of the Company’s funds disbursement estimates and approve the Company’s internal documents defining the procedure for the creation and use of the Company’s funds; 13.1.22. Approve the Company’s internal documents, save for those the approval of which falls within the competence of the General Meeting of Shareholders, or other internal documents the approval of which refers to the competence of the Company’s executive authorities; 13.1.23. Approve the business plan (adjusted business plan) and report on the results of its fulfillment, in particular, approve, modify and amend the investment program; 13.1.24. Approve the target values (adjusted values) of the Company’s key performance indicators (KPI) and benchmark indicators (BI) for the Chairman and members of the Management Board of the Company, as well as reports on their attainment, and procedures for their calculation and evaluation; 13.1.25. Approve projects (including those related to the creation of new organizations or joint ventures, raising of investments, new construction, reconstruction, or modernization of production capacities) that entail or may entail costs or other obligations for the Company in the amount of five (5) per cent or more of the book value of the Company's assets according to the accounting statements as of the last reporting date; 95

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13.1.26. Approve transactions (including several inter-related transactions) that entail or may entail obligations for the Company in the amount of five (5) per cent or more of the book value of the Company's assets according to its accounting statements as of the last reporting date; 13.1.27. Participation and dissociation of the Company in other organizations (including by way of establishing an organization, preliminary approval of a resolution thereon, approval of the Сompany’s Articles of Association and election of candidates to the management and control bodies), changing of the participatory interest (number of shares, amount of stakes or interests), encumbrance of shares (interests), except for the cases stipulated by Subclause 10.1.20, Clause 10.1 of Article 10 of these Articles of Association;10.1.2010.1.20 13.1.28. Approve the following transactions: - transactions relating to gratuitous transfer of the Company’s property or property rights of claim to themselves or any third party; - transactions for the release from property obligations towards themselves or any third party; - transactions relating to gratuitous provision by the Company of services (work) to third parties; 13.1.29. Define the position of the Company (the Company's representatives) on the following agenda items for the management bodies of its subsidiaries and affiliates (S&A), save for S&A's executive bodies: 13.1.29.1. On reorganization or liquidation of S&A; 13.1.29.2. On determination the amount, the par value and the category (type) of the Company’s authorized shares and the rights attached to such shares; 13.1.29.3. On increasing S&A’s authorized capital; 13.1.29.4. On placement of S&A’s securities convertible into ordinary shares; 13.1.29.5. On splitting up or consolidation of S&A's shares; 13.1.29.6. On approval transactions made by S&A (including several inter-related transactions) for the disposal or potential disposal of property that constitutes fixed assets, intangible assets, or assets under construction, used to produce, transmit, dispatch or distribute electric and thermal power, having the balance-sheet or market value of over thirty million (30,000,000) rubles (or an equivalent amount in the currency of the country of S&A registration); 13.1.29.7. On approval transactions (including several inter-related transactions) that entail or may entail obligations for S&A in the amount equal to or exceeding the monetary amount equivalent of three billion (3,000,000,000) rubles (or an equivalent amount in the currency of the country of S&A registration). 13.1.30. Define the areas of the Company’s insurance coverage, including approval of the Company’s Insurance Coverage Program; 13.1.31. Determine the Company’s regulated procurement policy, in particular approve the Regulation on the procedure for the procurement of goods, work and services (hereinafter the “Regulation”); 13.1.32. Dispose (sell) the Company’s shares coming to the Company’s disposal as a result of their purchase or repurchase from the Company's shareholders and in other cases stipulated by the applicable Russian laws;

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13.1.33. Establish branches and open representative offices of the Company, liquidate the same and make amendments to the Company’s Articles of Association relating to the establishment, opening or liquidation of the Company's representative offices; Resolutions on items 13.1.19–13.1.33 of Clause 13.1 of this Article shall be passed by a majority of votes of the members of the Board of Directors taking part in the meeting.

13.1.34. Approve major transactions to the extent provided for by Chapter X of the Federal Law On Joint-Stock Companies; The resolution on item 13.1.34 of Clause 13.1 of this Article shall be adopted unanimously by all members of the Board of Directors, however, the votes of the withdrawn members of the Board of Directors of the Company shall not be taken into account.

13.1.35. Approve related-party transactions to the extent provided for by Chapter XI of the Federal Law On Joint-Stock Companies; The resolution on item 13.1.35 of Clause 13.1 of this Article shall be adopted by the Board of Directors of the Company by the majority of votes of the independent directors not interested in the transaction.

13.1.36. Approve the Company’s registrar and the terms of the agreement with it, as well as terminate it; 13.1.37. Elect the Chairman of the Board of Directors of the Company and prematurely terminate his or her powers; 13.1.38. Elect a deputy Chairman of the Board of Directors of the Company and prematurely terminate his or her powers; 13.1.39. Elect the secretary of the Board of Directors of the Company and prematurely terminate his or her powers; 13.1.40. Create committees within the Board of Directors of the Company, approve regulations on the committees of the Board of Directors of the Company and consider reports submitted by the committees of the Board of Directors; 13.1.41. Approve holding by the Chairman or a member of the Management Board of positions in the management bodies of other organizations; 13.1.42. Approve the Risk Charts and the Action Plans, as well as the Reports on the functioning of the risk management system; 13.1.43. Define the procedure for the disposal of the Company's non-core assets, approve the register of the Company's non-core assets and make other resolutions in accordance with the approved Company's documents regulating the procedure for the disposal of non-core assets; 13.1.44. Approve the program (adjusted program) of the Company’s cost management and reports on its fulfillment; 13.1.45. Approve the reports on placing by the Company's shareholders of requests for the repurchase of their shares held, the reports on the purchase of shares from the Company's shareholders, and the reports on the redemption of shares to the extent prescribed by the Federal Law On Joint-Stock Companies; 13.1.46. Consider the reports on the Company’s sustainable development and environmental responsibility; 13.1.47. Consider the reports of the Company's unit responsible for monitoring the compliance with the laws on insider information; 97

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13.1.48. Approve the Program (adjusted program) of the Company’s innovation development and reports on its fulfillment; 13.1.49. Submit an application for a listing of the Company's shares and/or equity securities convertible into its shares; 13.1.50. Define the status of the Board of Directors of the Company, and consider the results of the Board of Directors’ annual self-assessment and independent performance assessment; 13.1.51. Approve the Work Schedule of the Board of Directors; 13.1.52. Elect a Senior Independent Director of the Company in cases stipulated by the Company’s internal documents; 13.1.53. Draw up and revise the Succession Plan for the members of the Board of Directors; 13.1.54. Address other matters falling within the competence of the Board of Directors under the Federal Law On Joint-Stock Companies, these Articles of Association, and the Company's internal documents approved by resolutions of its General Meeting of Shareholders and Board of Directors. Resolutions on items 13.1.36–13.1.54 of Clause 13.1 of this Article shall be made by the majority of votes of the members of the Board of Directors taking part in the meeting, unless the Federal Law On Joint-Stock Companies provides otherwise. 13.1.55. Matters referring to the competence of the Company’ Board of Directors may not be delegated to the Management Board or the Chairman of the Management Board of the Company. 13.1.56. In exercising their rights and performing their obligations, the members of the Board of Directors shall act in the interests of the Company, exercise their rights and perform their obligations to the Company in good faith and reasonably. 13.1.57. The members of the Board of Directors shall be liable towards the Company for the damages inflicted on the Company by their wrongful acts (omission), unless the federal laws provide for other grounds and specify a scope of liability. However, the members of the Board of Directors who voted against the decision causing damages to the Company or did not take part in voting shall bear no liability.

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

14.1. The Board of Directors of the Company shall comprise 11 members. 14.2. The members of the Board of Directors of the Company shall be elected at the General Meeting of Shareholders under the procedure provided for by Paragraph 2 of Clause 0 hereof for a period until the next Annual General Meeting of Shareholders. If the Board of Directors of the Company is elected at an extraordinary General Meeting of Shareholders, the members of the Board of Directors shall be deemed elected for the period until the date of the Annual General Meeting of Shareholders of the Company. If the Annual General Meeting of Shareholders was not held within the period of time set forth by Clause 10.7 of Article 11 hereof, the powers of the Board of Directors of the Company shall terminate, save for the powers to convene, prepare and hold the Annual General Meeting of Shareholders. 14.3. Only a natural person may be a member of the Board of Directors of the Company. The members of the Management Board may not exceed one fourth of the members of the Board of Directors of the Company. 14.4. The elected members of the Board of Directors may be reelected for an unlimited number of times. 14.5. By a resolution of the General Meeting of Shareholders, the powers of all the members of the Board of Directors of the Company may be terminated prematurely.

Proxy materials for the Annual General Meeting of Shareholders

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

15.1. The Chairman of the Board of Directors of the Company shall be elected by the members of the Board of Directors of the Company from among their number by a majority of votes of the total members of the Board of Directors of the Company. The Board of Directors of the Company shall be entitled at any time to reelect its Chairman by the majority of votes of the total members of the Board of Directors of the Company. 15.2. The Chairman of the Board of Directors of the Company shall organize the work of the Board of Directors, convene its meetings and presides over them, and arrange for the minutes to be taken at the meetings. 15.3. If the Chairman of the Board of Directors is absent, his or her functions shall be performed by the deputy Chairman of the Board of Directors elected from among the members of the Board of Directors by a majority of votes of the total members of the Board of Directors of the Company.

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

16.1. The procedure for the convocation and holding of meetings of the Board of Directors of the Company shall be defined by the Regulation on the Board of Directors of the Company to be approved by the Company's General Meeting of Shareholders. The meetings of the Board of Directors are held as may be required, but not less than twice a quarter. 16.2. The meeting of the Board of Directors of the Company shall be convened by the Chairman of the Board of Directors of the Company (or by the Deputy Chairman of the Board of Directors of the Company where provided for by Clause 0 of Article 15 hereof) at its own initiative, or at the request of a member of the Board of Directors, the Revision Commission of the Company, the Auditor, the members or the Chairman of the Management Board of the Company. 16.3. The first meeting of the Board of Directors of the Company with new elected members shall on a mandatory basis address the matters of electing the Chairman, the Deputy Chairman and the Secretary of the Board of Directors of the Company. Such meeting of the Board of Directors shall be convened by one of the members of the Board of Directors of the Company in accordance with the Regulation on the Board of Directors of the Company. 16.4. The Board of Directors of the Company shall organize its work in the form of meetings held in joint presence of its members to take decisions on matters within the scope of its competence. 16.5. Resolutions of the Board of Directors of the Company may be passed by absentee voting (polling). In case of absentee voting all members of the Board of Directors of the Company shall be provided with materials regarding the agenda items and the voting form specifying the period by which such form completed and signed by the member of the Board of Directors is to be submitted to the Board of Directors of the Company. 16.6. The Board of Directors of the Company may hold meetings via electronic (telephone) communication. In this case the Secretary of the Board of Directors shall make sure a magnetic (electronic) recording is made of such Board of Directors meeting. Participation in the meeting of the Board of Directors held by means of electronic (telephone) communications is equal to personal presence. 16.7. Any member of the Board of Directors of the Company absent from the meeting held in present may express his or her opinion on the agenda items in writing under the procedure set forth by the Regulation on the Board of Directors of the Company approved by the General Meeting of Shareholders of the Company.

Proxy materials for the Annual General Meeting of Shareholders

16.8. Any transfer by a member of the Board of Directors of the Company of his or her voting right to another person, including to another member of the Board of Directors of the Company shall be excluded. 16.9. Resolutions at the meeting of the Board of Directors of the Company shall be made by the majority of votes of the members of the Board of Directors of the Company taking part in the meeting, except as provided for by the Russian laws and these Articles of Association. 16.10. Where a transaction is to be approved simultaneously on several grounds (as set forth by these Articles of Association and Chapter X or XI of the Federal Law On Joint-Stock Companies), such transaction shall only be approved based on the grounds set forth by the Federal Law On Joint-Stock Companies. 16.11. When making resolutions on the matters addressed at the meeting of the Board of Directors of the Company, each member of the Board of Directors shall have one vote. In the event of a tie vote the Chairman of the Board of Directors shall have the casting vote. 16.12. Minimum half of the total members elected to the Board of Directors of the Company shall constitute a quorum to hold a meeting of the Board of Directors of the Company. 16.13. Minutes shall be taken at the meeting of the Board of Directors of the Company. The minutes of the meeting of the Board of Directors of the Company shall be made and signed by the person presiding over the meeting and the secretary of the Board of Directors of the Company responsible for their correctness within 3 days after the meeting. The minutes shall be appended with all documents approved by the Board of Directors. Where The Board of Directors adopts resolutions by way of absentee voting, the minutes shall be appended with the voting forms signed by the members of the Board of Directors.

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

17.1. The Board of Directors’ committees shall be created by a resolution of the Board of Directors. 17.2. The Board of Directors committees are created to deal with issues falling within the competence of the Board of Directors of the Company or examined by the Management Board of the Company and to develop required recommendations for the Board of Directors and executive bodies of the Company. 17.3. The rules and procedures, including the establishment procedure, competence and duration of the Board of Directors’ committees, shall be determined by individual resolutions of the Board of Directors.

Article 18. Executive Bodies of the Company

18.1. The Company's daily operations are managed by the sole executive body – the Chairman of the Management Board, and the collegial executive body – the Management Board of the Company. The Chairman of the Management Board and the Management Board of the Company shall report to the General Meeting of Shareholders and the Board of Directors. 18.2. By a resolution of the General Meeting of Shareholders the powers of the Company's sole executive body may be transferred to the managing organization or manager under an agreement. The rights and obligations of the managing organization (manager) for the management of the Company’s daily operations are defined by the Russian laws and the agreement made between the Company and such managing organization (manager). The Agreement with the managing organization (manager) shall be signed on behalf of the Company by the Chairman of the Board of Directors of the Company or the person authorized by the Board of Directors of the Company. The terms of the agreement, in particular regarding the term of powers, shall be defined by the Board of Directors or the person authorized by the Board of Directors. 100

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18.3. Election of the Board of Directors of the Company and premature termination of his or her powers shall be by a resolution of the Company’s General Shareholder’ Meeting; creation of the Management Board of the Company and premature termination of powers of its members shall be by a resolution of the Board of Directors of the Company, except as prescribed by the applicable laws and these Articles. 18.4. The rights and obligations of the members of the Management Board, including the Chairman of the Management Board, for the management of the Company's daily operations are defined by the Russian laws, these Articles of Association and the employment agreement made by each of them with the Company, as well as the Company's internal documents regulating the activities of its Management Board. The employment agreement with the members of the Management Board of the Company shall be signed on behalf of the Company by the Chairman of the Board of Directors of the Company or the person authorized by the Board of Directors of the Company. The employment agreement with the members of the Management Board of the Company shall be signed on behalf of the Company by the Chairman of the Board of Directors of the Company or the person authorized by the Board of Directors of the Company. 18.5. Holding by the Chairman and members of the Management Board of positions in other organizations shall only be with the consent of the Board of Directors of the Company. 18.6. The rights and obligations of the employer with respect to the Chairman and members of the Management Board shall be performed on behalf of the Company by the Board of Directors or the person authorized by the Board of Directors of the Company under the procedure determined by the resolutions of the Board of Directors of the Company. 18.7. The Board of Directors may at any time take a decision to terminate the powers of the members of the Management Board of the Company, save for the Chairman of the Management Board of the Company, and on the creation of a new collegial executive body. The powers of the Chairman and members of the Management Board may be terminated on the grounds set forth by the laws of the Russian Federation and the agreement made between each of them and the Company. The Chairman and members of the Management Board of the Company shall provide a written notice to the Chairman of the Board of Directors of the Company, or the person previously authorized by the Board of Directors of the Company to sign employment agreements with them, of termination of the employment agreement at their initiative (voluntarily) at least one month in advance. Such notice may also be provided through the secretary of the Board of Directors of the Company. 18.8. The General Meeting of Shareholders may at any time make a resolution on premature termination of the powers of the Chairman of the Board of Directors and on the election of a new Chairman of the Board of Directors of the Company. 18.9. The General Meeting of Shareholders shall be entitled at any time to pass a resolution on premature termination of the powers of the managing organization (manager). 18.10. The Board of Directors shall be entitled to make a resolution on suspending the powers of the Chairman of the Management Board of the Company. The Board of Directors shall be entitled to make a resolution on suspending the powers of the managing organization or the manager. Simultaneously with the said resolutions, the Board of Directors of the Company is entitled to make a resolution on appointing an acting Chairman of the Board of Directors of the Company and on holding an extraordinary General Meeting of Shareholders to address the issue of premature of powers of the Chairman of the Management Board or the managing organization (manager) and the election of a new Chairman of the Management Board of the Company or the transfer of powers of the Company's sole executive body to the managing organization (manager).

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18.11. If the Chairman of the Management Board or the managing organization (manager) cannot fulfill their obligations, the Board of Directors may pass a resolution on appointing an acting Chairman of the Board of Directors of the Company and on holding an extraordinary General Meeting of Shareholders to address the issue of premature termination of powers of the Chairman of the Management Board or the managing organization (manager) and the election of a new Chairman of the Management Board of the Company or the transfer of powers of the Company's sole executive body to the managing organization or manager. 18.12. In the event of a temporary absence of the Chairman of the Management Board (due to an illness, business trip or vacation) his or her obligations may be imposed on one of the members of the Management Board of the Company. 18.13. The acting Chairman of the Management Board of the Company shall govern the Company’s daily operations within the scope of competence of the Chairman of the Management Board of the Company, unless the Board of Directors of the Company decides otherwise. 18.818.9To the extent prescribed by Clauses 18.8 and 18.9 of this Article, the terms of the employment agreement with the acting Chairman of the Management Board of the Company shall be defined and the employment agreement shall be signed on behalf of the Company under the procedure prescribed by clause 0 of the Company’s Articles of Association for defining the terms and signing the employment agreement with the Chairman of the Management Board of the Company. 18.14. The Chairman of the Management Board, the members of the Management Board of the Company, the acting Chairman of the Management Board of the Company and the managing organization (manager) shall in exercising their rights and performing their obligations act in the interests of the Company and exercise their rights and perform their obligations with respect to the Company reasonably and in good faith. 18.15. The Chairman, the members, and the acting Chairman of the Management Board of the Company, and the managing organization (manager) shall be liable to the Company for any damages inflicted through their faulty actions (omission), unless the federal laws provide for other grounds and scope of responsibility. The liability stipulated by this clause shall not apply to the members of the Management Board of the Company who voted against the resolution inflicting damages on the Company or who did not take part in the meeting.

Article 19. Management Board of the Company

19.1. The Management Board of the Company shall act based on these Articles of Association and the Regulation on the Management Board to be approved by the General Meeting of Shareholders, that sets forth the dates and period for the convocation and holding of its meetings and the procedure for making resolutions. 19.2. The Management Board of the Company shall be competent to: 19.2.1. Develop prospective plans for the implementation of the Company’s main areas of activities and submit them to the Board of Directors; 19.2.2. Prepare an annual business plan (adjusted business plan) and report on its fulfillment; 19.2.3. Develop the target values of (adjusted) key performance indicators (KPI) and benchmark indicators (BI) for the Chairman and members of the Management Board of the Company, as well as the procedures for their calculation and evaluation;

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19.2.4. Prepare a report on the Company's financial and economic activities and on the fulfillment by the Management Board of resolutions adopted by the General Meeting of Shareholders and the Board of Directors of the Company; 19.2.5. Propose on behalf of the Company of nominees to the boards of directors (supervisory boards) of S&A; 19.2.6. Define the position of the Company (the Company's representatives) on the following agenda items for the management bodies of its S&A, save for S&A's executive bodies: 19.2.6.1. On determination of the agenda of the general meeting of shareholders (members) of S&A (save for the agenda of the annual general meeting of shareholders (members) on the items to be addressed on a mandatory basis in accordance with the laws of the country of S&A registration); 19.2.6.2. On distribution of profits (including payment (declaration) of dividends) by S&A; 19.2.6.3. On determination the number of members of the S&A's board of directors, election of its members and premature termination of their powers; 19.2.6.4. On appointment of the sole executive body of S&A and premature termination of its powers, as well as determination the terms of the employment agreement with it; 19.2.6.5. Making a resolution on the transfer of powers of the sole executive body of S&A to a managing organization (manager) and premature termination of powers of the managing organization (manager); 19.2.6.6. On approval of transactions that entail or may entail obligations of the subsidiaries and affiliates in the amount of one hundred and fifty million (150,000,000) to three billion (3,000,000,00) rubles (or an equivalent amount in the currency of the country of S&A registration) (save for the transactions for the disposal or potential disposal of property that constitutes fixed assets, intangible assets or assets under construction used for production, transfer, dispatch or distribution of electric and thermal power); 19.2.6.7. On approval of major transactions made by S&A; 19.2.6.8. On participation of S&A in other organizations (including by way of establishing an organization, including preliminary approval of a resolution thereon, approval of the company’s articles of association and election of candidates to the management and control bodies), changing of the participatory interest (number of shares, amount of stakes or interests), encumbrance of shares (interests) and termination of S&A participation in other organizations; 19.2.6.9. On performance of transactions by S&A (including several inter-related transactions) for the disposal or potential disposal of property that constitutes fixed assets, intangible assets or assets under construction, the purpose of which is production, transmission, dispatch or distribution of electric and thermal power, having the balance-sheet or market value of fifteen million

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(15,000,000) to thirty million (30,000,000) rubles (or an equivalent amount in the currency of the country of S&A registration); 19.2.6.10. On approval of transactions made by S&A for the disposal or potential disposal, whether directly or indirectly, of immovable property (including land plots and assets under construction) regardless of its cost; 19.2.7. Approve transactions (including several inter-related transactions) that entail or may entail obligations for the Company in the amount of 2 to 5 per cent of the book value of the Company's assets based on its accounting statements as of the last reporting date; 19.2.8. Preliminary approval of collective contracts and agreements made by the Company for the purpose of regulating its social and labor relations; 19.2.9. Set social benefits and guarantees for the Company's employees; 19.2.10. Define the Company’s housing policy; 19.2.11. Approve plans and measures for training and professional development of the Company’s employees; 19.2.12. Consider the reports submitted by the Board of Directors of the Company and heads of the Company's structural units on the results of the fulfillment of the approved plans, programs or orders, as well as documents and other information on the activities of the Company and its subsidiaries and affiliates; 19.2.13. Approve the report on the results of the issue (additional issue) of securities; 19.2.14. Approve the candidature of an independent appraiser(s) to assess the value of shares, property and other assets of the Company to the extent provided for by the Federal Law On Joint-Stock Companies; 19.2.15. Approve the Company’s insurer; 19.2.16. Approve the head of the Company’s Central Procurement Committee and its members and consider the reports on the results of procurement activities; 19.2.17. Address other matters regarding the management of the Company’s daily operations in accordance with the resolutions of the General Meeting of Shareholders and the Board of Directors of the Company, as well as issues transferred to the Management Board for consideration by the Management Board’s Chairman. 19.3. The number of members of the Management Board shall be determined by the Board of Directors of the Company. 19.4. The members of the Board of Directors of the Company shall be elected by the Board of Directors of the Company at the proposal of the Chairman of the Management Board of the Company for a period of 5 years. 19.5. The Management Board is quorate if at least half of the elected members of the Management Board take part in the meeting (or absentee voting). 19.6. All resolutions shall be adopted by the Management Board by a simple majority of votes of all the members of the Management Board present at the meeting (taking part in the absentee voting). 19.7. Any transfer by a member of the Management Board of the Company of his or her voting right to another person, including to another member of the Management Board of the Company, shall be excluded. 19.8. If the position of the Company (or the Company’s representatives) on the agenda items of the general meetings of shareholders (members) of S&A and meetings of S&A board of directors is to be determined both at the meeting of the Board of Directors of the Company and Management Board, the position shall be determined only at the meeting of the Board of Directors of the Company.

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19.9. Where a transaction is to be simultaneously approved based on several grounds by the Management Board and other management bodies (the Board of Directors and the General Meeting of Shareholders), such transaction shall be approved by the Board of Directors or the General Meeting of Shareholders based on the relevant ground.

Article 20. Chairman of the Management Board of the Company

20.1. The Chairman of the Management Board is by the position a member of the Board of Directors of the Company and manages the Company's daily operations in accordance with the resolutions of the General Meeting of Shareholders, the Board of Directors and the Management Board of the Company in accordance with the resolutions adopted within the scope of their competence. 20.2. The Chairman of the Management Board of the Company shall be responsible for all matters pertaining to the management of the Company's daily activities save for the matters falling within the competence of the General Meeting of Shareholders, the Board of Directors and the Management Board of the Company. 20.3. The Chairman of the Management Board of the Company shall act on behalf of the Company without a power of attorney, in particular, and subject to the restrictions provided for by the applicable laws, these Articles of Association and resolutions of the Board of Directors of the Company: 20.3.1. Ensures fulfillment of the Company’s action plans required to attain its objectives; 20.3.2. Arranges for accounting and reporting; 20.3.3. Disposes of the Company's property, makes transactions on behalf of the Company, issue powers of attorney, in particular, issues powers of attorney to the Company's employees on the issues of labor relations, opens settlement and other accounts of the Company with banks and other credit organizations (and to the extent provided for by the law, in professional participants of the securities markets). 20.3.4. Issues orders, approves (adopts) instructions, local regulations and other internal documents of the Company on the matters within his or her competence, provides directions binding on all employees of the Company; 20.3.5. Organizes the work of the Management Board of the Company and presides over its meetings; 20.3.6. Approves the Company’s organizational structure; 20.3.7. Approves the manning table and job salaries of the Company’s employees in accordance with the Company’s organizational structure; 20.3.8. Exercises with respect to the Company’s employees the employer's rights and obligations provided for by the labor laws of the Russian Federation. The employer’s rights and obligations may be delegated by the Chairman of the Management Board based on a power of attorney; 20.3.9. Distributes the obligations among the members of the Management Board and heads of line divisions; 20.3.10. Approves Regulations on the Company's branches and representative offices; 20.3.11. Not later than 30 days before the date of the Annual General Meeting of Shareholders submits the annual report, the balance sheet, the profit and loss statement (profit and loss account) and draft distribution of profits and losses of the Company to the Board of Directors for consideration; 20.3.12. Approves the target values of key performance indicators (KPI) for the Company’s structural units (positions);

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20.3.13. Approves the Company's Annual Complex Procurement Program, the adjustments of the Company’s Annual Complex Procurement Program and the reports of on the fulfillment of the Company’s Annual Complex Procurement Program under the procedure provided for by the Company's local regulations. 20.3.14. Addresses other matters of the Company’s daily operations, save for those that refer to the competence of the General Meeting of Shareholders, the Board of Directors, and the Management Board of the Company. 20.4. The Chairman of the Management Board shall be elected by the Company’s General Meeting of Shareholders by the majority of votes of the holders of the Company’s voting shares taking part in the meeting for a period of 5 years.

Article 21. Revision Commission and Auditor of the Company

21.1. To exert control over the Company’s financial and economic activities the General Meeting of Shareholders shall elect the Revision Commission of the Company including five (5) members for the period until the next Annual General Meeting of Shareholders. If the Revision Commission of the Company is elected at an extraordinary General Meeting of Shareholders, it shall be deemed elected for the period until the date of the next Annual General Meeting of Shareholders of the Company. 21.2. By a resolution of the General Meeting of Shareholders the powers of the Company’s Auditing Commission may be terminated prematurely. 21.3. The competence of the Revision Commission of the Company shall include: 21.3.1. Confirmation of the validity of data contained in the Company's annual report, balance sheet and profit and loss statement; 21.3.2. Analysis of the Company’s financial condition, identification of reserves for the improvement of its financial condition and drawing up of recommendations for the Company’s management bodies; 21.3.3. Organization and conduct of an audit of the Company's financial and economic activities, including its financial, accounting, settlement and other documents relating to the Company's financial and economic activities for their compliance with the Russian laws, the Articles of Association, and the Company’s internal and other documents; 21.3.4. Control over the integrity and use of fixed assets; 21.3.5. Control over the compliance with the established procedure for writing off the debt of insolvent debtors as losses of the Company; 21.3.6. Control over the use of the Company’s funds in accordance with the approved business plan and budget of the Company; 21.3.7. Control over the creation and use of a reserve and other special funds of the Company; 21.3.8. Verification of the correctness and timeliness of charge and payment of dividends on the Company's shares, interest on bonds and income from other securities; 21.3.9. Verification of compliance with the previously issued instructions for rectifying the violations and defects identified in the course of previous audits; 21.3.10. Taking of other actions (measures) relating to the inspection of the Company's financial and economic activities. 21.4. All resolutions on the issues falling within the scope of competence of the Revision Commission shall be adopted by the majority of votes of the total members.

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21.5. The Revision Commission of the Company may, and in the event of any material violations identified in the Company’s financial and economic activities shall, require convocation of an extraordinary General Meeting of Shareholders of the Company. 21.6. The procedure for the operations of the Revision Commission of the Company shall be determined by the Company’s internal document to be approved by the General Meeting of Shareholders. 21.7. The Revision Commission of the Company shall in accordance with the resolution on conducting an audit be entitled to attract specialists in the respective fields of law, economy, finance, accounting, management, economic security, etc., including specialized organizations, to such audit. 21.8. The Company’s financial and economic activities may be audited at any time at the initiative of its Revision Commission, by a resolution of the General Meeting of Shareholders or at the request of the Company's shareholder(s) holding in the aggregate no less than ten (10) per cent of the Company's voting shares. 21.9. To audit and confirm the Company’s annual financial statements, the General Meeting of Shareholders shall approve the Company's Auditor on an annual basis. 21.10. The amount of the Auditor's fee shall be determined by the Board of Directors of the Company. 21.11. The Company’s Auditor shall audit the Company’s financial and economic activities in accordance with the requirements of the Russian laws and based on the agreement made with him or her. 21.12. After the audit of the Company’s financial and economic activities, the Revision Commission and the Auditor of the Company shall draw up an opinion which is to include: - confirmation that the data contained in the statements and other financial documents of the Company provide a true and fair view; - information about the facts of any incompliance by the Company with the procedure for keeping records and submission of financial statements, as set forth by the regulations of the Russian Federation, or with the regulations of the Russian Federation in the course of its business. The procedure and time limits for drawing up the opinion following the audit of the Company's financial and economic activities are determined by the regulations of the Russian Federation and the Company's internal documents.

Article 22. Accounting and Financial Statements of the Company

22.1. The Company shall maintain accounting records and submit its financial statements as prescribed by the Russian laws and these Articles. 22.2. The Chairman of the Management Board of the Company shall be responsible for the arrangement, condition and validity of the Company’s accounting records, timely provision of its annual report and other financial statements to the relevant authorities, and information on the Company’s activities made available to the shareholders, creditors and mass media in accordance with the applicable laws and these Articles of Association. 22.3. The validity of data contained in the Company’s annual report and annual accounting statements shall be confirmed by the Revision Commission and the Auditor of the Company. 22.4. The annual report, the balance sheet, the profit and loss account and distribution of profits and losses of the Company shall be preliminarily approved by the Board of Directors at least 30 days before the Annual General Meeting of Shareholders.

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Article 23. Keeping of Documents by the Company. Disclosure of Information by the Company

23.1. The Company shall keep the following documents: 23.1.1. The Articles of Association and amendments made to it and registered under the prescribed procedure, the resolution on its incorporation, and the document of its state registration; 23.1.2. Documents confirming the Company's rights to the property being on its balance; 23.1.3. Internal documents of the Company; 23.1.4. Regulations on the Company's branches or representative offices; 23.1.5. Annual reports; 23.1.6. Accounting records; 23.1.7. Accounting statements; 23.1.8. Minutes of the General Meeting of Shareholders (resolutions of the shareholder holding all the Company’s voting shares), the meetings of the Board of Directors, the Revision Commission and the collegial executive body (Management Board) of the Company; 23.1.9. Voting ballots and proxies (copies of proxies) for the participation in the General Meeting of Shareholders; 23.1.10. Reports of independent appraisers; 23.1.11. Lists of the Company's affiliates; 23.1.12. Lists of persons entitled to participate in the General Meeting of Shareholders, and persons entitled to receive dividends, as well as other lists drawn up by the Company for the shareholders to exercise their rights in accordance with the requirements of the Federal Law On Joint- Stock Companies; 23.1.13. Opinions of the Revision Commission of the Company, the Company's auditor, and state and municipal financial control authorities; 23.1.14. Prospects of securities, quarterly reports of the issuer and other documents containing information subject to publication or other disclosure in accordance with the Federal Law On Joint- Stock Companies and other federal laws; 23.1.15. Notices of entering into shareholder agreements addressed to the Company, and lists of persons having entered into such agreements; 23.1.16. Court orders for the disputes relating to the incorporation, management of or participation in the Company; 23.1.17. Other documents stipulated by the Russian laws, these Articles of Association, the Company's internal documents and the resolutions of the Company's management bodies. 23.2. The Company shall keep the documents provided for by Clause 23.1 of this Article at the location of the Company's executive body under the procedure and for the period of time established by the Bank of Russia. 23.3. In the event of reorganization of the Company all documents shall be transferred to the successor in accordance with the prescribed procedure. 23.4. In the event of liquidation of the Company permanent documents having a scientific and historical value shall be transferred to the Federal Archive Service of Russia for national archiving, and staff documents (orders, personal files, account cards, personal accounts, etc.) shall be transferred to the relevant archive of the constituent entity of the Russian Federation. 23.5. The documents shall be transferred and arranged in accordance with the Russian laws and requirements of the archive bodies (organizations).

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23.6. 22.4The Company shall make the documents mentioned in Article 23 available to the Company's shareholders subject to the restrictions set forth by the Russian laws. The accounting records may only be accessed by the shareholder(s) holding in the aggregate at least twenty five (25) per cent of the Company's voting shares. Article 2323.1.123.1.323.1.523.1.923.1.1123.1.12The documents provided for by Subclauses Article 23, 23.1.1, 23.1.3, 23.1.5, 23.1.9, 23.1.11, 23.1.12 of Clause 23.1 of this Article and the minutes of the General Meeting of Shareholders shall be published on the Company’s website in the Internet within 15 days of their approval, modification or amendment, unless the applicable laws of the Russian Federation provide for a different period. 23.7. The documents listed in Clause 23.1 hereof shall be provided by the Company within seven (7) days of the request for their review in the premises of the Company's executive body. The Company shall at the request of persons entitled to access the documents stipulated by clause 23.1 hereof provide them with copies of such documents. The fee shall be established by the Chairman of the Management Board of the Company and may not exceed the costs for making copies of documents. 23.8. The Company shall make sure its shareholders and employees access the information subject to the state secret and confidentiality laws.

Article 24. Reorganization and Liquidation of the Company

24.1. The Company may be reorganized on a voluntary basis by amalgamation, merger, de-merger, spin-off or transformation, as well as on the grounds and under the procedure set forth by the Civil Code of the Russian Federation and the federal laws. 24.2. The Company may be liquidated by a court order or on a voluntary basis under the procedure prescribed by the Civil Code of the Russian Federation, the Federal Law On Joint-Stock Companies and these Articles of Association. 24.3. In the event of the Company's reorganization, liquidation or termination of work relating to the use of any information classified as a state secret, the Company shall ensure the integrity of such information and its media.

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Appendix No. 1 to the Articles of Association of JSC “Inter RAO”

Information about the Company's Branches and Representative Offices

No. Branch or representative office Address

1. Ivanovo CCPP Branch 1 Komsomolskaya St., Ivanovo GRES, Komsomolsk, Ivanovo Region, Russia, 155150 2. Kaliningradskaya TPP-2 Branch 2 Energetikov St., Kaliningrad, Russia, 236034 3. Severo-Zapadnaya TPP Branch 34 Tretya Konnaya Lakhta, Olgino settlement, St. Petersburg, Russia, 197229 4. Sochinskaya TPP Branch 133 Transportnaya St., Sochi, Russia, 354000 5. Representative office in the Republic of Cuba 3rd Avenida between 70 and 80 streets, Santa Clara building, Miramar, Playa, Havana, the Republic of Cuba 6. Representative office in the Republic of Ecuador 12 October Prospect No. 24-528 and Louis Cordero, Office 403, Tower B, World Trade Center building, Quito, the Republic of Ecuador, 1707 9122 7. Representative office in the the Kingdom of 6 Rond Point Schuman, 1040, Belgium Brussels, the Kingdom of Belgium

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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

According to subclause 10.1.22, clause 10.1, Art. 10 of the Charter of JSC "Inter RAO", the issue of approving internal documents regulating to the activity of the Company’s corporate bodies falls within the competence of the General Shareholders’ Meeting of JSC "Inter RAO". According to subclause 13.1.7, clause 13.1 of the Company’s Charter, the said issue may be proposed for consideration by the General Shareholders’ Meeting of the Company only by proposal of the Board of Directors. The Board of Directors of JSC "Inter RAO" at its meeting on April 7, 2014 (Minutes of as of 04/10/2014 # 112) recommended shareholders to approve Regulation on the Procedure of Preparing and Holding the General Meeting of Shareholders in a revised version. A new version of the Regulations shall be approved for the following reasons: 1. Bringing of the Regulations in compliance with the Federal Law On Joint- Stock Companies, taking into account amendments introduced by Federal Law On Introduction of Amendments to Separate Statutes of the Russian Federation and Invalidation of Separate Provisions of Statutes of the Russian Federation No. 282-FZ dated 12/29/2012, Federal Law On Introduction of Amendments to the Federal Law on the Securities Market and Separate Statutes of the Russian Federation No. 210-FZ dated 07/23/2013, and Federal Law On Introduction of Amendments to Separate Statutes of the Russian Federation No. 379-FZ dated 12/21/2013, and, in particular: - Reduction of the time period established for notification of the shareholders about the resolutions adopted and the voting results in case they are not announced at the Meeting from 10 to 4 days; - Amendment of the procedure for publishing the notice of the Meeting: the notice of the Meeting and the materials prepared for the Meeting shall be published only in the Internet. 2. Introduction of amendments and supplements to the Regulations in accordance with Order of the Federal Financial Markets Service of Russia On Approval of the Regulations on Additional Requirements to the Procedure for Preparation, Calling and Holding of the General Meeting of Shareholders No. 12- 6/pz-n dated 02/02/2012, entered into force on 02/28/2013, taking into account amendments and supplements introduced by Order of the Federal Financial Markets Service of Russia No. 13-65/pz-n dated 07/30/2013 entered into force on 09/30/2013: - Indication of the right of persons to attend the meeting in case their voting ballots are received not later than two days prior to the date of the Meeting 111

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- Indication of the fact that registration of persons entitled to participate in the General Meeting of Shareholders shall be finished at the moment of announcement by the Chairman of the General Meeting of Shareholders of completion of discussion of the last issue on the agenda of the General Meeting of Shareholders, for which the quorum is present, and until the beginning of the time allocated for voting by the persons who have not voted yet - etc. 3. Exclusion from the Regulations of the list of information to be submitted with respect to the candidates nominated to the Board of Directors, and inclusion of a reference to the norms of the Regulations On the Board of Directors of JSC “Inter RAO” approved by the annual General Meeting of Shareholders of the Company on 06/25/2013 and containing such a list. 4. Introduction of legal and technical amendments. Annual General Meeting of Shareholders is proposed to adopt the following resolutions: Approve the Regulation on the Procedure of Preparing and Holding the General Meeting of Shareholders of JSC “Inter RAO” in a revised version.

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SUMMARY TABLE of amendments to the Regulation on the Procedure of Preparing and Holding the General Meeting of Shareholders in a revised version

No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association 1. 1.1. 20. These Regulations have been executed 21. These Regulations have been executed Technical amendment: in accordance with the Civil Code of the in accordance with the Civil Code of the bringing of the Company’s Russian Federation, the Federal Law On Joint- Russian Federation, the Federal Law On Joint- mane into compliance with Stock Companies, other regulatory legal acts of Stock Companies, other regulatory legal acts of the version of the Company’s the Russian Federation and the Articles of the Russian Federation and the Articles of Articles of Association dated Association of Open Joint-Stock Company Association of Open Joint-Stock Company 06/25/2013. “INTER RAO UES” “Inter RAO UES” 22. 2. 2.2. While preparing for the General Meeting of While preparing for the General Meeting of Amendment of Clause 2.2. of Shareholders the Board of Directors or other Shareholders the Board of Directors shall the Regulations: persons persons in cases stipulated by Clause 3.1 adopt the following resolutions: indicated in Cl. 3.1. shall be hereof shall adopt the following resolutions: 23. entitled to demand calling and holding of a meeting of the Board of Directors, but not to adopt a resolution on calling. 3. Subcl. (e) To determine of the type (types) of preferred To determine the type (types) of preferred Editorial amendment of Clause shares whose holders shall be entitled to vote shares whose holders shall be entitled to vote 113

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association 2.2. on the issues on the agenda of the General on the issues on the agenda of the General Meeting of Shareholders; Meeting of Shareholders (in case there are placed preferred shares); 4. Subcl. (g) To approve the form and the text of voting To approve the form and the text of a voting Editorial amendment of Cl. 2.2. ballots to be prepared for the General Meeting ballot (ballots) to be prepared for the General of Shareholders; Meeting of Shareholders; 5. Par. 4 of Cl. - Ensure execution of voting ballots in - Ensure execution of a voting ballot Editorial amendment 2.3. accordance with the form and the text (ballots) in accordance with the form and the approved by the Company’s Board of text approved by the Company’s Board of Directors. Directors.

6. Par. 1 of Cl. A notice of the General Meeting of A notice of the General Meeting of Taking into account the 4.1. Shareholders and information materials on the Shareholders and information materials on the increased number of Internet issues on the agenda of the General Meeting of issues on the agenda of the General Meeting of users, it is proposed to publish Shareholders, alongside with other means of Shareholders shall be posted on the Company’s the notice of the Meeting only making them available to Company’s website in the Internet within the time period in the Internet, and to refuse shareholders, shall be posted on the established by the Company’s Articles of publication in a newspaper. Company’s website in the Internet within the Association. Such a possibility is provided time period established by the Company’s for in Par. 3 of Cl. 1 of Art. 52 Articles of Association. of Federal Law On Joint-Stock Companies No. 282-ФЗ, version dated 12/29/2012

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association entered into force on 01/01/2014. 7. 4.2. Is lacking Provides the disclosure of the information on Included in accordance with the date of execution of a list of persons Par. 1 of Clause 2.18 of the entitled to participate in the General Meeting Listing Rules ZAO MICEX PV. of Shareholders not less than 5 days prior to such date. 8. Par. 1 of Cl. The Minutes of the General Meeting of The Minutes of the General Meeting of 4.3. Shareholders shall be published on the Shareholders shall be published on the Company’s website in the Internet within ten Company’s website in the Internet in English days after its execution. and in Russian. It is recommended to publish the Minutes of the General Meeting of Shareholders additionally in English.

9. Par. 1 of Cl. While nominating their candidates to the While nominating their candidates to the The list of information on the 4.4. Company’s Board of Directors, to the position Company’s Board of Directors Company’s candidates nominated to the of the Chairman of the Company’s shareholders shall submit information on the Board of Directors is Management Board, Company’s shareholders candidates nominated in accordance with the determined in the Regulations shall submit the following information on the Regulations on the Board of Directors of JSC on the Board of Directors of candidates nominated: “Inter RAO”. JSC “Inter RAO” approved by - His/her surname, name and patronymic the annual General Meeting of 115

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association - Details of identification documents (series Shareholders dated and/or number of the document, date and 06/25/2013. place of issue, issuing body) - Citizenship … 10. 4.6. Company’s executive bodies shall, within the Is lacking This provision is implemented period before the date of the General Meeting by adoption by the Human of Shareholders, implement the Company’s Resources and Renumeration information policy in such a way as to ensure Committee of a resolution on election of candidates meeting the compliance of the members of requirements of regulatory bodies and trade the Board of Directors with organizers on the securities market of the independence criteria and Russian Federation to the positions in the inclusion of such a resolution Company’s Board of Directors and to the into the list of information submitted to shareholders position of the Chairman of the Company’s while preparing and holding Board. the General Meeting of Shareholders. 11. Cl. 5 Holding of the General Meeting of Holding of the General Meeting of Editorial amendment Shareholders in the form of a meeting means Shareholders in the form of a meeting means direct participation of Company’s shareholders direct participation of Company’s shareholders in the General Meeting of Shareholders in in the General Meeting of Shareholders in order to discuss the issues on the agenda and order to discuss the issues on the agenda and

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association adopt resolutions on the issues placed for adopt resolutions on the issues proposed for voting. voting.

12. Par. 3 of Cl. Is lacking Persons entitled to participate in the General Included in accordance with 5.1.2. Meeting of Shareholders held in the form of a Par. 2 of Cl. 4.7 of the meeting, whose voting ballots have been Regulations on Additional received not later than two days prior to the Requirements to the date of the General Meeting of Shareholders, Procedure for Preparation, shall be entitled to attend the meeting. Calling and Holding of the General Meeting of Shareholders approved by Order of the Federal Financial Markets Service No. 12-6/pz-n dated 02/02/2012 13. 5.1.3. The list of documents confirming powers of The list of documents confirming powers of Editorial amendment representatives and legal successors of the representatives and legal successors of the persons included in the list of persons entitled persons included in the list of persons entitled to participate in the General Meeting of to participate in the General Meeting of Shareholders shall be determined in Shareholders shall be determined in accordance with the current legislation. accordance with the legislation.

14. 5.1.6. Registration of persons entitled to participate Registration of persons entitled to participate Bringing of Clause 5.1.6 of the 117

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association in the General Meeting of Shareholders shall be in the General Meeting of Shareholders shall be Regulations into compliance finished at the moment of announcement by finished at the moment of announcement by with Clause 4.10 of the the Chairman of the General Meeting of the Chairman of the General Meeting of Regulations on Additional Shareholders of completion of discussion of Shareholders of completion of discussion of Requirements to the the last issue on the agenda of the General the last issue on the agenda of the General Procedure for Preparation, Meeting of Shareholders for which the quorum Meeting of Shareholders for which the quorum Calling and Holding of the exists. exists and before commencement of the General Meeting of time period provided for voting by persons Shareholders, approved by who have not voted yet. Order of the Federal Financial Markets Service No. 12-6/pz-n dated 02/02/2012. 15. 5.2.5. In case none of the issues on the agenda of the In case none of the issues on the agenda Included in accordance with General Meeting of Shareholders can be of the General Meeting of Shareholders can be Par. 2 of Clause 4.10 of the resolved because of a lack of the quorum at the resolved because of a lack of the quorum at the Regulations on Additional beginning of the General Meeting of beginning of the General Meeting of Requirements to the Shareholders, the Chairman of the General Shareholders, the Chairman of the General Procedure for Preparation, Meeting of Shareholders shall announce Meeting of Shareholders shall announce Calling and Holding of the postponement of the meeting for two (2) postponement of the meeting for not more General Meeting of hours. than two (2) hours. Shareholders, approved by The opening of the General Meeting of The opening of the General Meeting of Order of the Federal Financial Markets Service No. 12-6/pz-n Shareholders may be postponed only once. Shareholders may be postponed only once. dated 02/02/2012. In case no persons who would ensure In case no persons who would ensure presence 118

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association presence of the quorum required to adopt a of the quorum required to adopt a resolution resolution on at least one of the issues on the on at least one of the issues on the agenda of agenda of the General Meeting of Shareholders the General Meeting of Shareholders are are registered within two (2) hours after registered within at most two (2) hours after announcement of the postponement, the announcement of the postponement, the Chairman of the General Meeting of Chairman of the General Meeting of Shareholders shall announce failure to hold the Shareholders shall announce failure to hold the General Meeting of Shareholders. General Meeting of Shareholders. 16. Par. 6 of Cl. The Chairman of the General Meeting of The Chairman of the General Meeting of Editorial amendment 5.3.1. Shareholders may extend the above time Shareholders may extend or limit the above limits. time limits. 17. 5.3.5. Is lacking Upon completion of discussion of the last issue Included in accordance with on the agenda of the General Meeting of Par. 2 of Clause 4.13 of the Shareholders for which the quorum exists and Regulations on Additional until the beginning of the time allocated for Requirements to the voting of the persons who have not voted yet Procedure for Preparation, the persons present at the General Meeting of Calling and Holding of the Shareholders shall be informed of the number General Meeting of of votes held by the persons who have been Shareholders approved by registered and/or have participated in the Order of the Federal Financial General Meeting of Shareholders by that Markets Service No. 12-6/pz-n

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association moment. dated 02/02/2012. 18. 5.4.4. Upon completion of discussion of the last issue Upon completion of discussion of the last issue Amendment of the minimum of the agenda of the General Meeting of of the agenda of the General Meeting of time allocated for voting after Shareholders (the last issue for which the Shareholders (the last issue, for which the discussion of the last issue on quorum exists) persons who have not voted quorum exists), persons, who have not voted the agenda. yet shall be provided thirty (30) minutes for yet, shall be provided at least thirty (30) voting. minutes for voting.

19. 5.4.5. Upon expiration of the above period the Is lacking Upon completion of discussion Chairman shall announce beginning of vote of the last issue on the agenda counting. of the General Meeting of Shareholders (the last issue for which the quorum exists) persons who have not voted yet are provided not less than thirty (30) minutes for voting. Upon expiration of the above period the registrar shall begin counting of votes in accordance with the requirements of the legislation. Additional

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association announcement is not required.

20. 5.5.1. Votes shall be counted and results of the voting Votes shall be counted and results of the voting Editorial amendment on the issues on the agenda of the General on the issues on the agenda of the General Meeting of Shareholders shall be summarized Meeting of Shareholders shall be summarized by the Counting Commission or another by the Counting Commission or another person performing the functions of the person performing the functions of the Counting Commission in accordance with the Counting Commission in accordance with the current legislation. legislation. 21. 5.5.3. In case voting results and resolutions adopted In case voting results and resolutions adopted Included in accordance with by the General Meeting of Shareholders are not by the General Meeting of Shareholders are not the amendments and announced at the General Meeting of announced at the General Meeting of supplements introduced to the Shareholders, such resolutions adopted by the Shareholders, such resolutions adopted by the Federal Law on Joint-Stock General Meeting of Shareholders, as well as General Meeting of Shareholders, as well as Companies. voting results shall be notified to the persons voting results executed in the form of a included in the list of persons entitled to report on voting results shall be notified to participate in the General Meeting of the persons included in the list of persons Shareholders within ten (10) days after entitled to participate in the General Meeting execution of the minutes of voting results, in of Shareholders within four (4) business the manner established by the Company’s days after the closing of the General Meeting of Articles of Association for notification about Shareholders or the last date for acceptance of

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association the General Meeting of Shareholders, unless voting ballots if the meeting is held in the form otherwise is provided in the Company’s of an absentee voting, in the manner Articles of Association. established by the Company’s Articles of Association for notification about the General Meeting of Shareholders, unless otherwise is provided in the Company’s Articles of Association. 22. Par. 2 of Cl. In order to adopt a resolution on the issue of Is lacking Optimization of Regulation 6.8. approval of an interested-party transaction the norms taking into account quorum shall be composed of shareholders direct regulation by the holding Company’s voting shares not Federal Law On Joint-Stock interested in such a transaction and having Companies. more than a half of votes of all the shareholders holding Company’s voting shares and not interested in such a transaction.

23. 8.2. The Chairman of the Company’s Management Is lacking Information on the expenses Board shall provide the Board of Directors connected with preparation with a report on expenditure of funds allocated and holding of the General for preparation and holding of the General Meeting of Shareholders is Meeting of Shareholders within two months included in the report on after the date of the General Meeting of implementation by the 122

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No. No. of article (clause, subclause) Current version Version proposed Comments of the Articles of Association Shareholders. Company’s of its business plan quarterly considered by the Company’s Board of Directors.

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DRAFT

APPROVED by the Annual General Meeting of Shareholders of JSC “Inter RAO” on ______, 2014 Minutes No. __ dated ______, 2014

REGULATIONS on the Procedure for Preparation and Holding of the General Meeting of Shareholders of Open Joint-Stock Company “Inter RAO UES”

(new version)

Moscow 2014

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1. General Provisions 1.1. These Regulations have been executed in accordance with the Civil Code of the Russian Federation, the Federal Law On Joint-Stock Companies, other regulatory legal acts of the Russian Federation and the Articles of Association of Open Joint-Stock Company “Inter RAO UES” (hereinafter referred to as the “Company”) and shall regulate the procedure for preparation and holding of the General Meeting of Shareholders of the Company (hereinafter referred to as the “General Meeting of Shareholders”). 1.2. The General Meeting of Shareholders is the Company’s supreme management body. 1.3. While performing its activities the General Meeting of Shareholders shall be governed by the legislation of the Russian Federation, the Company’s Articles of Association and these Regulations.

2. Calling and Preparation for the General Meeting of Shareholders 2.1. A resolution to call the General Meeting of Shareholders shall be adopted by the Company’s Board of Directors. 2.2. While preparing for the General Meeting of Shareholders the Board of Directors shall adopt the following resolutions: a) To call and determine the form of the General Meeting of Shareholders; b) To establish the date, the place and the time of the General Meeting of Shareholders, the start time of registration of persons participating in the General Meeting of Shareholders (in case the General Meeting of Shareholders is held in the form of a meeting) or the last date for acceptance of filled voting ballots and the mailing address to which all the filled voting ballots shall be sent (in case the General Meeting of Shareholders is held in the form of an absentee voting, or in case the General Meeting of Shareholders is held in the form of a meeting, but voting ballots shall be sent (provided) to persons entitled to participate in the General Meeting of Shareholders before the General Meeting of Shareholders in accordance with the Federal Law On Joint-Stock Companies or the Company’s Articles of Association); c) To approve the agenda of the General Meeting of Shareholders; d) To establish the date of execution of a list of persons entitled to participate in the General Meeting of Shareholders; e) To determine the type (types) of preferred shares whose holders shall be entitled to vote on the issues on the agenda of the General Meeting of Shareholders (in case there are placed preferred shares); f) To execute a list of information (materials) to be provided to shareholders while preparing for the General Meeting of Shareholders, and the manner how shareholders may review such information; g) To approve the form and the text of a voting ballot (ballots) to be prepared for the General Meeting of Shareholders; h) To establish the date of provision of voting ballots to persons entitled to participate in the General Meeting of Shareholders (in case the General Meeting of Shareholders is held in the form of an absentee voting, or in case the General Meeting of Shareholders is held in the form of a meeting, but voting ballots shall be sent (provided) to persons entitled to participate in the General Meeting of Shareholders before the General Meeting of Shareholders in accordance with the Federal Law On Joint-Stock Companies or the Company’s Articles of Association); i) To determine the procedure for notifying shareholders of the General Meeting of Shareholders, including approval of the form and the text of the notice;

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j) To elect the Secretary of the General Meeting of Shareholders and on appointment of a person performing functions of the Company’s Counting Commission in case there are not more than one hundred (100) shareholders holding voting shares, and there is no Counting Commission; k) To approve an estimate of expenditures connected with preparation and holding of the General Meeting of Shareholders. 2.3. The Company’s sole executive body shall arrange fulfillment of the resolutions of the Company’s Board of Directors connected with preparation and holding of the General Meeting of Shareholders, including: - Ensure timely submission to the Company’s Registrar of a request to make a list of persons entitled to participate in the General Meeting of Shareholders as of the date established by the Company’s Board of Directors; - Ensure execution of a voting ballot (ballots) in accordance with the form and the text approved by the Company’s Board of Directors; - Ensure provision of voting ballots to shareholders and acceptance of filled voting ballots in case the General Meeting of Shareholders is held in the form of an absentee voting or in case the General Meeting of Shareholders is held in the form of a meeting, but participants may vote by providing the Company with filled voting ballots; - Ensure notification of shareholders of the General Meeting of Shareholders in the manner and within the period established by the resolution of the Company’s Board of Directors and the Articles of Association; - Ensure preparation of the necessary materials (information) on the issues on the agenda of the General Meeting of Shareholders and a possibility to review the said information (materials) pursuant to the resolutions of the Board of Directors; - Perform other actions required to fulfill the resolutions of the Company’s Board of Directors. 3. Specific Features of Calling an Extraordinary General Meeting of Shareholders 3.1. The extraordinary General Meeting of Shareholders shall be held on the resolution of the Company’s Board of Directors at its own initiative, upon a request of the Revision Commission of the Company, the Company’s auditor or the shareholder(s) holding at least 10 percent of voting shares of the Company as of the date of such a request. 3.2. In case of a failure of the Company’s Board of Directors to call an extraordinary General Meeting of Shareholders or in case of adoption of a resolution to refuse to call such within five (5) days after the date of the above request to call an extraordinary General Meeting of Shareholders a Company’s body or the persons requesting it are entitled to take a legal action to enforce the Company to hold the extraordinary General Meeting of Shareholders. 4. Information Organization of the General Meeting of Shareholders 4.1. A notice of the General Meeting of Shareholders and information materials on the issues on the agenda of the General Meeting of Shareholders shall be posted on the Company’s website in the Internet within the time period established by the Company’s Articles of Association. In is recommended to publish the above notice and materials additionally in English. 4.2. Information on the date of execution of a list of persons entitled to participate in the General Meeting of Shareholders, is to be disclosed not less than 5 days prior to such date. 4.3. The Minutes of the General Meeting of Shareholders shall be published on the Company’s website in the Internet in English and in Russian.

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While nominating their candidates to the Company’s Board of Directors Company’s shareholders shall submit information on the candidates nominated in accordance with the Regulations on the Board of Directors of JSC “Inter RAO”. 4.4. Information on candidates nominated to the Company’s Board of Directors shall be available for review to all Company’s shareholders alongside with other information materials on the issues on the agenda of the General Meeting of Shareholders. 5. Holding of the General Meeting of Shareholders in the Form of a Meeting Holding of the General Meeting of Shareholders in the form of a meeting means direct participation of Company’s shareholders in the General Meeting of Shareholders in order to discuss the issues on the agenda and adopt resolutions on the issues proposed for voting. 5.1. Registration of persons entitled to Participate in the General Meeting of Shareholders 5.1.1. Registration of persons entitled to participate in the General Meeting of Shareholders shall be carried out by the Counting Commission or another person performing the functions of the Counting Commission at the venue of the General Meeting of Shareholders indicated in the notice of the meeting. Registration of persons entitled to participate in the General Meeting of Shareholders shall begin at the time indicated in the notice of the meeting. 5.1.2. Persons entitled to participate in the General Meeting of Shareholders are subject to registration in order to obtain the right to participate in the General Meeting of Shareholders. If voting on the issues on the agenda of the General Meeting of Shareholders held in the form of a meeting may be performed by sending filled voting ballots to the Company, persons whose voting ballots have been received not later than two days prior to the date of the General Meeting of Shareholders shall not be subject to registration. Persons entitled to participate in the General Meeting of Shareholders held in the form of a meeting, whose voting ballots have been received not later than two days prior to the date of the General Meeting of Shareholders, shall be entitled to attend the meeting. 5.1.3. While registering for the meeting the shareholder (his/her representative or successor) having arrived to participate in the meeting shall submit his/her passport or another identification document. While registering for the meeting legal successors and representatives of the persons included in the list of persons entitled to participate in the General Meeting of Shareholders shall also provide the Counting Commission or the person performing the functions of the Counting Commission with documents confirming their powers. The list of documents confirming powers of representatives and legal successors of the persons included in the list of persons entitled to participate in the General Meeting of Shareholders shall be determined in accordance with the legislation. In case of a failure to provide the above documents a legal successor or a representative of the shareholder shall not be entitled to participate in the General Meeting of Shareholders. 5.1.4. Registration of persons entitled to participate in the General Meeting of Shareholders shall be performed subject to identification of persons who have come to participate in the General Meeting of Shareholders by comparing data contained in the list of persons entitled to participate in the General Meeting of Shareholders with data contained in the documents submitted by such persons. 5.1.5. While registering for the General Meeting of Shareholders the participant shall be given voting ballots on the issues on the agenda.

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In case voting at the General Meeting of Shareholders may be held by sending filled voting ballots to the Company, upon a request of the persons registering for the General Meeting of Shareholders, whose voting ballots have not been received or were received later than two (2) days prior to the date of the meeting, such persons may be given voting ballots with a mark of a repeated provision. 5.1.6. Registration of persons entitled to participate in the General Meeting of Shareholders shall be finished at the moment of announcement by the Chairman of the General Meeting of Shareholders of completion of discussion of the last issue on the agenda of the General Meeting of Shareholders for which the quorum exists and before commencement of the time period provided for voting by persons who have not voted yet.

5.2. Opening of the General Meeting of Shareholders 5.2.1. A representative of the Counting Commission or another person performing the functions of the Counting Commission shall at the time of commencement of the General Meeting of Shareholders indicated in the notice of the General Meeting of Shareholders announce presence of a quorum needed to vote on the issues on the agenda of the General Meeting of Shareholders. 5.2.2. The General Meeting of Shareholders shall be deemed legitimate (there is the quorum), if shareholders holding together more than a half of the placed voting shares of the Company participate in it. In case the agenda of the General Meeting of Shareholders includes issues, voting on which shall be performed by different participants, the quorum needed to adopt resolutions on such issues shall be determined separately for each such issue. At the same time, absence of the quorum required to adopt resolutions on the issues to be resolved by one and the same participants shall not preclude adoption of resolutions on the issues to be resolved by other participants for which the quorum exists. In order to adopt a resolution on an issue of approval of an interested-party transaction the quorum shall be composed of shareholders holding Company’s voting shares not interested in such a transaction and having more than a half of votes of all the shareholders holding Company’s voting shares and not interested in such a transaction. 5.2.3. In case the quorum exists required to adopt a resolution on at least one of the issues on the agenda of the General Meeting of Shareholders, the Chairman of the General Meeting of Shareholders shall announce opening of the General Meeting of Shareholders. 5.2.4. The General Meeting of Shareholders at the opening of which there was the quorum required to adopt resolutions only on some of the issues on the agenda may not be closed, if by the moment of registration completion there have been registered persons ensuring presence of the quorum needed to adopt resolutions on other issues on the agenda of the general meeting. 5.2.5. In case none of the issues on the agenda of the General Meeting of Shareholders can be resolved because of a lack of the quorum at the beginning of the General Meeting of Shareholders, the Chairman of the General Meeting of Shareholders shall announce postponement of the meeting for not more than two (2) hours. The opening of the General Meeting of Shareholders may be postponed only once. In case no persons who would ensure presence of the quorum required to adopt a resolution on at least one of the issues on the agenda of the General Meeting of Shareholders are registered within two (2) hours after announcement of the postponement, the Chairman of the General Meeting of Shareholders shall announce failure to hold the General Meeting of Shareholders. In case some persons who ensure presence of the quorum required to adopt a resolution on at least one of the issues on the agenda of the General Meeting of Shareholders are registered within two

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(2) hours after announcement of the postponement, the Chairman of the General Meeting of Shareholders shall announce opening of the General Meeting of Shareholders. 5.2.6. In case of a lack of the quorum needed to hold the annual General Meeting of Shareholders another General Meeting of Shareholders shall be held to consider the same issues on the agenda. In case of a lack of the quorum required to hold the extraordinary General Meeting of Shareholders, another General Meeting of Shareholders may be held to consider the same issues on the agenda. In case of a lack of the quorum required to hold the annual General Meeting of Shareholders pursuant to a court judgment another General Meeting of Shareholders shall be held to consider the same issues on the agenda. In such a case additional legal recourse is not required. In case of a lack of the quorum required to hold the extraordinary General Meeting of Shareholders pursuant to a court judgment another General Meeting of Shareholders shall not be held. 5.3. Discussion of the Issues on the Agenda of the General Meeting of Shareholders 5.3.1. Persons speaking at the General Meeting of Shareholders shall obey the following time limits allocated for their speeches: Reports on items on the agenda – up to 30 minutes Supplementary report – up to 20 minutes Debates – 5 minutes Questions and references – 2 minutes each The Chairman of the General Meeting of Shareholders may extend or limit the above time limits. 5.3.2. The shareholder wishing to speak at a debate on the issues on the agenda of the General Meeting of Shareholders shall submit a relevant written application to the Secretary of the General Meeting of Shareholders. Such an application shall state the shareholder’s (his/her representative’s) surname, name and patronymic (its company name), the issue on the agenda on which he/she is wishing to speak, as well as a shareholder’s signature. The question shall be submitted to the Secretary of the General Meeting of Shareholders in a written form. Alongside with the wording of the question the shareholder (his/her representative) shall indicate his/her surname, name and patronymic (or the name of the legal entity) and sign the question submitted. 5.3.3. The Secretary of the General Meeting of Shareholders shall transfer all the applications and questions received from shareholders to the Chairman of the General Meeting of Shareholders. In case at the moment of opening of the General Meeting of Shareholders there was the quorum allowing resolving only some of the issues on the agenda, upon completion of discussion of the last of such issues a representative of the Counting Commission or another person performing the functions of the Counting Commission shall announce presence or absence of the quorum allowing to resolve the rest of the issues on the agenda. 5.3.4. Upon completion of discussion of all the issues on the agenda of the General Meeting of Shareholders for which there is the quorum the Chairman of the General Meeting of Shareholders shall announce completion of discussion of the agenda issues and completion of registration of persons entitled to participate in the General Meeting of Shareholders. 5.3.5. Upon completion of discussion of the last issue on the agenda of the General Meeting of Shareholders for which there is the quorum and until the beginning of the time allocated for voting of the persons who have not voted yet the persons present at the General Meeting of Shareholders

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shall be informed of the number of votes held by the persons who have been registered and/or have participated in the General Meeting of Shareholders by that moment.

5.4. Voting at the General Meeting of Shareholders 5.4.1. Voting at the General Meeting of Shareholders held in the form of a physical meeting shall be carried out in the manner established by the Federal Law On Joint-Stock Companies, other regulatory legal acts, the Company’s Articles of Association and these Regulations. 5.4.2. Votes on the issues on the agenda of the General Meeting of Shareholders shall be cast in voting ballots. 5.4.3. Persons registered for participation in the General Meeting of Shareholders held in the form of a meeting are entitled to vote on all of the issues on the agenda from the moment of opening of the General Meeting of Shareholders and until the beginning of vote counting. 5.4.4. Upon completion of discussion of the last issue of the agenda of the General Meeting of Shareholders (the last issue for which there is the quorum) persons who have not voted yet shall be provided at least thirty (30) minutes for voting. 5.5. Counting of votes, announcement of results of the voting on issues on the agenda of the General Meeting of Shareholders. Closing of the General Meeting of Shareholders 5.5.1. Votes shall be counted and results of the voting on the issues on the agenda of the General Meeting of Shareholders shall be summarized by the Counting Commission or another person performing the functions of the Counting Commission in accordance with the legislation. 5.5.2. Voting results and resolutions adopted by the General Meeting of Shareholders of the Company may be announced at the General Meeting of Shareholders. 5.5.3. In case voting results and resolutions adopted by the General Meeting of Shareholders are not announced at the General Meeting of Shareholders, such resolutions adopted by the General Meeting of Shareholders, as well as voting results executed in the form of a report on voting results shall be notified to the persons included in the list of persons entitled to participate in the General Meeting of Shareholders within four (4) business days after the closing of the General Meeting of Shareholders or the last date for acceptance of voting ballots if the meeting is held in the form of an absentee voting, in the manner established by the Company’s Articles of Association for notification about the General Meeting of Shareholders, unless otherwise is provided in the Company’s Articles of Association. 5.5.4. Upon the announcement of results of the voting on the issues on agenda of the General Meeting of Shareholders, if they are announced at the General Meeting of Shareholders, the Chairman of the Meeting shall announce closing of the General Meeting of Shareholders. 6. Holding of the General Meeting of Shareholders in the Form of an Absentee Voting 6.1. Voting on the issues on the agenda of the General Meeting of Shareholders held in the form of an absentee voting shall be carried out with the help of voting ballots. 6.2. Filled voting ballots shall be submitted to the Company not later than on the last date for acceptance of voting ballots established in accordance with the resolution to call and hold the General Meeting of Shareholders adopted in accordance with the Federal Law On Joint-Stock Companies and these Regulations. In case the last date for acceptance of filled voting ballots falls not on a business day, the last date for acceptance of filled voting ballots shall be the next business day. The time period allocated for acceptance of voting ballots shall expire on the last date for acceptance of voting ballots at the end of the Company’s business day determined pursuant to the established internal rules.

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6.3. Filled voting ballots may be sent to the Company by registered mail, handed to the person performing the functions of the Company’s sole executive body, the person authorized to receive correspondence addressed to the Company, against an acknowledgment of receipt, or sent to the Company’s Registrar (in case he/she performs the functions of the Counting Commission). 6.4. The person performing the functions of the Company’s sole executive body shall arrange collection, storage and transfer of filled voting ballots to the Counting Commission or another person performing the functions of the Counting Commission. 6.5. An individual shareholder shall indicate his/her surname and initials while filling the voting ballot, and a legal entity shareholder which shall indicate its full company name. 6.6. A representative of the individual shareholder shall indicate his/her surname and initials while filling the voting ballot, as well as details of the power of attorney (another document confirming his/her powers); a representative of the legal entity shareholder shall indicate his/her surname and initials, as well as his/her position and details of the power of attorney (another document confirming his/her powers). 6.7. The shareholder’s representative shall attach his/her power of attorney (or its notarized copy) to the voting ballot or another document on the basis of which he/she acts. 6.8. The General Meeting of Shareholders held in the form of an absentee voting shall be deemed legitimate (there is the quorum), if voting ballots of shareholders holding together more than a half of the votes over Company’s placed voting shares are received by the Company not later than on the last date for acceptance of voting ballots. 7. Working Bodies of the General Meeting of Shareholders 7.1. The General Meeting of Shareholders shall have the following working bodies: a) The Chairman of the General Meeting of Shareholders; b) The Counting Commission; c) The Secretary of the General Meeting of Shareholders. 7.2. The functions of the Chairman of the General Meeting of Shareholders shall be performed by the Chairman of the Board of Directors. In the absence of the Chairman of the Board of Directors at the General Meeting of Shareholders the functions of the Chairman of the General Meeting of Shareholders shall be performed by the Deputy Chairman of the Board of Directors. In the absence of the Chairman and the deputy Chairman of the Board of Directors the functions of the Chairman of the General Meeting of Shareholders may be performed by any member of the Board of Directors on the resolution of the members of the Board of Directors who are present at the General Meeting of Shareholders. 7.3. The Chairman of the General Meeting of Shareholders shall open and close the meeting, announce the agenda of the General Meeting of Shareholders and the order of speeches and reports on the issues on the agenda, announce completion of discussion of the issues on the agenda and beginning of vote counting, ensure abidance of the procedure of meeting holding established in accordance with these Regulations and sign the Minutes of the General Meeting of Shareholders. 7.4. The functions of the Company’s Counting Commission of the General Meeting of Shareholders shall be performed by a professional player of the securities market holding the register of Company’s shareholders (the Company’s Registrar). In case there are not more than one hundred (100) shareholders holding voting shares of the Company, the functions of the Company’s Counting Commission of the General Meeting of Shareholders may be performed by a person authorized by the Company’s Board of Directors. 7.5. The Counting Commission shall perform the following functions:

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a) Check the powers and register the persons participating in the General Meeting of Shareholders (shareholders, their representatives); b) Determine presence of the quorum at the General Meeting of Shareholders; c) Resolve questions arising in connection with exercise by Company’s shareholders (their representatives) of their voting rights at the General Meeting of Shareholders; d) Explain the procedure of voting on the issues proposed for voting; e) Ensure abidance of the established voting procedure and observance of the right of Company’s shareholders to participate in the voting; f) Count votes and summarize voting results; g) Execute minutes on the voting results; h) Inform Company’s shareholders of the voting results; i) Transfer voting ballots to the archive; j) Other functions stipulated by the legislation of the Russian Federation and the Company’s Articles of Association, as well as a contract concluded between the Company and the Registrar (in case he/she performs the functions of the Counting Commission). 7.6. The Secretary of the General Meeting of Shareholders shall be elected by the Board of Directors while arranging and preparing for the General Meeting of Shareholders or by the persons demanding to call the General Meeting of Shareholders in cases stipulated by the legislation of the Russian Federation. 7.7. The Secretary of the General Meeting of Shareholders shall perform the following functions: a) Accept applications from persons participating in the General Meeting of Shareholders for providing them with a right to speak on a debate on the issues on the agenda, as well as acceptance of questions arisen; b) Transfer all the applications and questions received from the shareholders to the Chairman of the General Meeting of Shareholders; c) Record the course of the General Meeting of Shareholders (major provisions of speeches and reports); d) Other functions stipulated by these Regulations and the Company’s Articles of Association. 8. Financial Organization of the General Meeting of Shareholders of the Company 8.1. All the expenses connected with preparation and holding of the General Meeting of Shareholders shall be borne at the expense of the Company in accordance with the estimate approved by the Board of Directors and shall be included into the Company’s budget. 8.2. In case the extraordinary General Meeting of Shareholders is held by the persons demanding its calling in accordance with a court judgment to enforce the Company to hold such a General Meeting of Shareholders, all the expenses connected with its preparation and holding shall be borne by such persons. On the resolution of the General Meeting of Shareholders documented expenses of the above persons connected with preparation and holding of the General Meeting of Shareholders may be compensated by the Company. 9. Final Provisions 9.1. If some of the provisions of these Regulations contradict an amendment introduced to the legislation or a regulatory legal act of the Russian Federation, such provisions shall become void, and the Company shall be governed by the legislation and regulatory legal acts of the Russian Federation until introduction of amendments to these Regulations.

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9.2. If all the voting shares of the Company are held by one and the same shareholder, these Regulations shall not apply, and resolutions on the issues falling within the competence of the General Meeting of Shareholders shall be adopted by such a shareholder (a shareholder’s authorized management body), executed in the written form and notified to the Company.

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11. Approval of the Regulation on Revision Commission of the Company in a revised version.

According to the provisions of Clause 10.1 Subclause 10.1.22 of the Charter of JSC “Inter RAO”, approval of corporate documents regulating the activities of the Company’s corporate bodies fall within the competence of the Company’s General Meeting of Shareholders. According to the provisions of Clause 13.1 Subclause 13.1.17 of the Charter of JSC “Inter RAO”, submition of this issue for consideration of the General Meeting of Shareholders of the Company falls within the competence of the Company’s Board of Directors. The Board of Directors of JSC "Inter RAO" at its meeting on April 7, 2014 (Minutes of as of 04/10/2014 # 112) recommended shareholders to approve Regulation on Revision Commission of the Company in a revised version. Listed below are the factors justifying the need for the revised Regulations on the Revision Commission of the Company to be approved: 1. In the Regulations on the Revision Commission there have to be included provisions regulating the procedure for nominating the candidates to the Revision Commission that previously were not included in these Regulations. 2. Standards regulating the activities of the Revision Commission of the Company have to be unified. Thus, it is proposed to include in the Regulations on the Revision Commission the procedure for payment of remuneration to the members of the Revision Commission of the Company and to declare invalid the Regulations on Payment to the Members of the Revision Commission of the Company Their Remunerations and Compensations enacted by resolution of the Management Board of the Russian Open Joint-Stock Company of the Power Industry and Electrification “UES of Russia” on March 28, 2008. Additionally, it is proposed to stop paying additional remuneration to the members of the Revision Commission of the Company for each audit they conduct of the financial and business activities of the Company and to provide for paying to the members of the Revision Commission of the Company a front-end fixed remuneration in the amount of RUB 120,000.00. For reference: under the current Regulations on Payment to the Members of the Revision Commission of the Company Their Remunerations and Compensations, during 2013 the Chairman and the members of the Revision Commission of the Company were paid RUB 178,462.50 and RUB 118,975.00 respectively. During 2014 it is planned to pay remuneration to the Chairman and the members of the Revision Commission of the Company in the amount of RUB 202,500.00 and RUB 135,000.00 respectively. Such an amendment will contribute to transparency of the payment procedure of remuneration to the members of the Revision Commission of the Company. 3. Introducing other amendments of legal and technical nature.

Annual General Meeting of Shareholders is proposed to adopt the following resolutions: 11.1 Approve the Regulation on Revision Commission of the Company in a revised version.

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11.2. Declare void the Regulation on Revision Commission of Open Joint Stock Company "INTER RAO UES" approved by the the Management Board of the Russian Open Joint-Stock Company of the Power Industry and Electrification “UES of Russia” on March 28, 2008 (Minutes as of March 28, 2008 № 1845 пр/3).

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SUMMARY TABLE of Amendments and Supplements to be Introduced into the Regulations on the Revision Commission of JSC “Inter RAO”

No Number of . article (clause, subclause) of Current version Version proposed Comments the Articles of Association General Provisions 37. Cl. 1.1. 1.1. These Regulations on the Revision 1.1. These Regulations on the Revision Commission of Technical amendment: the Company Commission of Open Joint-Stock Company Open Joint-Stock Company “Inter RAO UES” name is brought in compliance with “INTER RAO UES” (hereinafter referred (hereinafter referred to as the “Regulations”) are worked the Articles of Association of the to as the “Regulations”) are worked out in out in compliance with the Federal Law On Joint-Stock Company as amended on compliance with the Federal Law On Joint- Companies and the Articles of Association of Open June 25, 2013. Stock Companies and the Articles of Joint-Stock Company “Inter RAO UES” (hereinafter Association of Open Joint-Stock Company referred to as the “Company”); these Regulations “INTER RAO UES” (hereinafter referred provide for the objectives and procedures governing the to as the “Company”); these Regulations activities of the Revision Commission and contain provide for the objectives and procedures guidelines for its interaction with the Company governing the activities of the Revision management bodies and other executive structural units Commission and contain guidelines for its of the Company. interaction with the Company management bodies and other executive structural units of the Company. Procedure for Nominating Candidates to the Revision Commission 38. Section 2 is Is lacking 2. PROCEDURE FOR NOMINATING CANDIDATES This amendment is introduced with a lacking TO THE REVISION COMMISSION view to formalize the procedure for 136 Proxy materials for the Annual General Meeting of Shareholders

No Number of . article (clause, subclause) of Current version Version proposed Comments the Articles of Association 2.1. The Revision Commission of the Company shall nominating candidates to the Revision be elected annually by the Annual General Commission of the Company. Meeting of Shareholders of the Company. 2.2. The procedure for nominating candidates to the Revision Commission shall be governed by the laws of the Russian Federation. 2.3. Upon nominating candidates to the Revision Commission of the Company a nominating shareholder shall submit the Nominee Questionnaire to the Revision Commission basing on the template under Appendix 1 hereto as well as a written consent of such a nominee to the Revision Commission of the Company to be nominated and elected as a member of the Revision Commission of the Company basing on the template under Appendix 2 hereto. Should such documents be missing, the Board of Directors shall deny including the proposed nominee into the list of nominees to be elected to the Revision Commission of the Company. 39. Cl. 9.3. 1) Full name of the document Findings 1) Full name of the document Findings by the Technical amendment: the Company Subcl. 1 by the Revision Commission of Open Joint- Revision Commission of Open Joint-Stock Company name is brought in compliance with Stock Company “INTER RAO UES”. “Inter RAO UES”. the Articles of Association of the Company as amended on

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No Number of . article (clause, subclause) of Current version Version proposed Comments the Articles of Association June 25, 2013.

40. Section 10 is Is lacking 10. REMUNERATIONS PAYABLE TO THE With a view to unify guidelines for the lacking MEMBERS OF THE REVISION COMMISSION OF activities of the Revision Commission THE COMPANY of the Company it is proposed to 10.1. For taking part in audit (inspection) of the include in the Regulations on the financial and business activities and following to a Revision Commission of the Company resolution adopted by the Annual General Meeting of the provisions covering the procedure Shareholders, a member of the Revision Commission of for paying remuneration to the the Company shall receive a remuneration in the amount members of the Revision Commission of RUB 120,000.00 (one hundred twenty thousand by nullifying the Regulations on rubles). The amount of remuneration payable to the Payment to the Members of the Chairman of the Revision Commission of the Company Revision Commission of the Company shall be increased by 50%. of Their Remunerations and 10.2. The remuneration payable under this Section Compensations enacted by resolution shall be paid in monetary form within maximum one of the Management Board of the calendar month after the corresponding resolution is Russian Open Joint-Stock Company of adopted by the Annual General Meeting of Shareholders the Power Industry and Electrification of the Company. “UES of Russia” on March 28, 2008. 10.3. Any expenses incurred by a member of the Revision Commission of the Company in connection with participation in the meeting of the Revision Commission of the Company and conducting the audit shall be reimbursed to him/her under the Company

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No Number of . article (clause, subclause) of Current version Version proposed Comments the Articles of Association travel expenses reimbursement standards applicable as of the dates of such meeting or audit. 10.4. The Company shall reimburse such expenses within three days once the documents supporting such expenses are submitted. 10.5. The provisions of these Regulations covering remunerations and compensations shall be applicable to certain categories of persons being members of the Revision Commission of the Company (including government officials) in compliance with the restrictions and requirements prescribed by the laws of the Russian Federation for such categories of persons. 41. Appendix 1 is Is lacking The questionnaire shall disclose the following details of This amendment is introduced with a lacking the person nominated as candidate to the Revision view to document the procedure for (Questionnaire of Commission of the Company: nominating candidates to Revision a Nominee to the - Full name Commission of the Company. Revision - Year of birth Commission of - Citizenship JSC “Inter - Place of residence (country, city) RAO”) - Educational background (degree, major, educational institution, graduation year) - Primary place of employment - Position - Positions held over the last 5 years and at present in

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No Number of . article (clause, subclause) of Current version Version proposed Comments the Articles of Association chronological order (including positions held as part- time job) - Positions (membership) held at present in management bodies of the other legal entities - Information on shareholdings in JSC “Inter RAO” and Subsidiaries and Affiliates of JSC “Inter RAO” - Share in authorized capital stock of JSC “Inter RAO” - Share in authorized capital stock of Subsidiaries and Affiliates of JSC “Inter RAO” (please specify the number of shares held) - Details of any obligations assumed by the nominee in connection with JSC “Inter RAO” granting the nominee the right to acquire the property (receive money) valuing as much as 10% or more of the total annual income of such nominee (other than remuneration for taking part in the activities of the Revision Commission of JSC “Inter RAO”) - Whether the nominee represents the Russian Federation 42. Appendix 2 Is lacking WRITTEN CONSENT This amendment is introduced with a (Written I, the undersigned,, _____ (holder of passport ____ view to document the procedure for Consent) is series ___ No ._____ issued by ____ on __ day of nominating candidates to Revision lacking _____, ____) hereby confirm the following:- Commission of the Company.

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No Number of . article (clause, subclause) of Current version Version proposed Comments the Articles of Association 1. THAT I give my consent for being nominated as a candidate member to the Revision Commission of JSC “Inter RAO”. 2. THAT I give my consent for being elected as member of the Revision Commission of JSC “Inter RAO”. 3. THAT I give my consent for my following personal data to be processed (including but not limited to publishing) in compliance with the laws of the Russian Federation and in-house regulations of JSC “Inter RAO”: surname, name, patronymic, year of birth, nationality, place of residence (city, country); details of my educational background; list of all the positions held over the last 5 years and at present in chronological order, including positions held by me as part-time job; details of positions (membership) held at present in management bodies of the other legal entities. Such consent for processing of personal data shall be valid until expiration of my duties as a member Revision Commission of JSC “Inter RAO” and it may be revoked as prescribed by the laws of the Russian Federation.

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DRAFT

APPROVED:

by Resolution of the Annual General Meeting of Shareholders of JSC “Inter RAO” dated May 25, 2014 (Minutes No. ___ dated May 27, 2014)

REGULATIONS on the Revision Commission of Open Joint Stock Company “Inter RAO UES”

Moscow 2014

1. GENERAL PROVISIONS

1.1. These Regulations on the Revision Commission of Open Joint-Stock Company “Inter RAO UES” (hereinafter referred to as the “Regulations”) are worked out in compliance with the Federal Law On Joint-Stock Companies and the Articles of Association of Open Joint-Stock Company “Inter RAO UES” (hereinafter referred to as the “Company”); these Regulations provide for the objectives and procedures governing the activities of the Revision Commission and contain guidelines for its interaction with the Company management bodies and other executive structural units of the Company. 1.2. The Revision Commission is a continuing internal control body of the Company exerting regular control over its financial and business activities, its subsidiaries and affiliates, officers holding positions at the management bodies of the Company and other executive structural units of the Company in terms of compliance with the laws of the Russian Federation, Articles of Association of the Company and other internal regulations of the Company. 1.3. The Revision Commission acts for the benefit of Shareholders of the Company and it is accountable to the General Meeting of Shareholders of the Company. 1.4. In the course of its activities the Revision Commission shall be independent of officers holding positions at management bodies of the Company and heading executive structural units of the Company. 1.5. In the course of its activities the Revision Commission shall be guided by the laws of the Russian Federation, Articles of Association of the Company, these Regulations and other internal regulations of the Company approved by the General Meeting of Shareholders of the Company.

2. PROCEDURE FOR NOMINATING CANDIDATES TO THE REVISION COMMISSION

2.1. The Revision Commission of the Company shall be elected annually by the Annual General Meeting of Shareholders of the Company. 2.2. The procedure for nominating candidates to the Revision Commission shall be governed by the laws of the Russian Federation. 2.3. Upon nominating candidates to the Revision Commission of the Company a nominating shareholder shall submit the Nominee Questionnaire to the Revision Commission basing on the template under Appendix 1 hereto, as well as a written consent of such a nominee to the Revision Commission of the Company to be nominated and elected as a member of the Revision Commission of the Company basing on the template under Appendix 2 hereto. Should such documents be missing, the Board of Directors shall deny including the proposed nominee into the list of nominees to be elected to the Revision Commission.

3. OBJECTIVES OF THE REVISION COMMISSION OF THE COMPANY

3.1. The main objectives of the Revision Commission of the Company include: a) Exerting control over financial and business activities of the Company; b) Providing for monitoring of compliance of financial and business transactions conducted by the Company with the laws of the Russian Federation and the Articles of Association of the Company; c) Making an independent appraisal of information on the Company financial status.

4. CHAIRMAN AND SECRETARY OF THE REVISION COMMISSION

4.1. The members of the Revision Commission of the Company shall elect one of them to become the Chairman of the Commission by a majority vote of all the members elected to the Revision Commission of the Company. The members of the Revision Commission of the Company

143 shall have the right to elect another Chairman of the Revision Commission by a majority vote of all the members elected to the Revision Commission of the Company. 4.2. The members of the Revision Commission of the Company shall elect one of them to become the Secretary of the Commission by a majority vote of all the members elected to the Revision Commission of the Company. The members of the Revision Commission of the Company shall have the right to elect another of the Revision Commission by a majority vote of all the members elected to the Revision Commission of the Company. 4.3. Once the new Revision Commission of the Company is formed, its members shall elect the Chairman and the Secretary of the Commission within fifteen (15) business days after such new Revision Commission is formed.

5. RIGHTS AND OBLIGATIONS OF THE REVISION COMMISSION

5.1. In the course of exercising its powers the Revision Commission of the Company shall be guided only by the provisions of the laws of the Russian Federation, Articles of Association of the Company and Resolutions adopted by the General Meeting of Shareholders of the Company. 5.2. The Revision Commission of the Company shall have the right to: 1) Have free access to all the office premises of the Company; 2) Seal up money storage facilities, warehouses, archives and other office premises of the Company for the period of audit of safe-keeping and integrity of valuables and documents kept therein; 3) Withdraw some of the documents (with a withdrawal certificate and copies of documents withdrawn to be placed to file) in case an audit identifies any tampering, forgery or any other abuses; 4) Receive any written clarifications on any matters arising in the course of audit from officers of the management bodies of the Company and managers and/or employees of executive structural units of the Company; 5) Issue directions to officers of the Company management bodies, heads of executive structural units of the Company instructing them to take immediate measures in regard to the audit findings in case non-taking of such measures may cause loss of valuables or documents or cause further abuses; 6) Require calling an extraordinary General Meeting of Shareholders of the Company, a meeting of the Board of Directors of the Company in due course as prescribed by the laws of the Russian Federation, Articles of Association of the Company and these Regulations; 7) Request any documents and materials necessary for the Revision Commission to audit financial and business activities of the Company from officers of the Company management bodies, heads separate units of the Company and of executive structural units of the Company; 8) Submit for consideration of officers of the Company management bodies issues related to disciplinary sanctions and liabilities of the Company employees including officers of the Company management bodies in case they violate the Articles of Association of the Company and the internal regulations of the Company. 5.3. The Chairman of the Revision Commission of the Company shall exercise the following functions: 1) Call and hold meetings of the Revision Commission of the Company; 2) Approve agenda of the meeting of Revision Commission of the Company and resolve any matters related to arranging and holding the meetings of the Revision Commission of the Company; 3) Arrange the current workflow of the Revision Commission of the Company; 4) Represent the Revision Commission at the General Meetings of Shareholders of the Company and at the meetings of the Board of Directors of the Company; 5) Sign minutes of the meeting of the Revision Commission and any other documents issued by the Revision Commission of the Company. 5.4. The Secretary of the Revision Commission of the Company shall exercise the

144 following functions: 1) Keep the minutes of the meetings of the Revision Commission; 2) Timely inform the management bodies of the Company on the results of audits conducted, providing copies of reports (acts) issued by the Revision Commission of the Company; 3) Prepare and sign minutes of the meetings of the Revision Commission of the Company; 4) Arrange the paperwork, documents flow and keep the documents of the Revision Commission of the Company; 5) Notify the members of the Revision Commission of the Company on any scheduled or extraordinary audits of the Company’s activities to be conducted by the Auditing Commission; 6) Exercise any other functions prescribed hereby. 5.5. Obligations of the members of the Revision Commission of the Company:- 1) The members of the Revision Commission of the Company shall personally take part in the meetings of the Auditing Commission and audits of financial and business activities of the Company; 2) The members of the Revision Commission of the Company shall ensure confidentiality of information disclosed to them and shall prevent any unauthorized disclosures of information that became available to them in the course of audits; 3) The members of the Revision Commission of the Company shall act in due course as prescribed by the Articles of Association of the Company require calling an extraordinary General Meeting of Shareholders of the Company in case of any clear and present threat to the Company’s interests; 4) The members of the Revision Commission of the Company shall report to the General Meeting of Shareholders of the Company on results of scheduled and/or extraordinary audits of financial and business activities of the Company as well as on any identified violations by the members of the Board of Directors and other officers of the management bodies of the Company of the laws of the Russian Federation, Articles of Association and any other internal regulations of the Company; 5) The members of the Revision Commission of the Company shall submit to the Board of Directors of the Company a report (act) following the results of the annual audit of the Company’s activities, including the assessment of the Annual Report of the Company within at least forty five (45) days before the Annual General Meeting of Shareholders of the Company. 5.6. Any members of the Auditing Commission having taken part in a meeting but disagreeing with the resolution adopted during such meeting where the results of audit were discussed shall have the right to form a dissenting opinion. Such a dissenting opinion shall form an integral part of the Minutes of the Meeting of the Auditing Commission. 5.7. The members of the of the Auditing Commission shall not hold at the same time a position of members of the Board of Directors of the Company or any other management bodies of the Company. 5.8. Subject to resolution on conducting an audit (inspection) the Auditing Commission shall have the right to engage experts in different fields (law, economics, accounting, management, economic security etc.), including specialized organizations.

6. ARRANGING WORK OF THE REVISION COMMISSION OF THE COMPANY

6.1. The meetings of the Revision Commission of the Company shall be arranged and the audits of the Company’s activities shall be conducted in compliance with the approved Workplan of the Auditing Commission if otherwise is not prescribed hereby. 6.2. The Workplan of the Auditing Commission is subject to approval by the Auditing Commission within maximum forty five (45) days once the General Meeting of Shareholders elects the new members of the Auditing Commission. The President of the Auditing Commission shall be responsible for drawing up the Workplan of the Revision Commission of the Company and submitting it for approval of the Auditing Commission.

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6.3. The Workplan of the Revision Commission of the Company shall include: 1) The audited facilities (types of financial and business activities of the Company, certain fields of the Company activities); 2) The form of audit for each type of the objects (document audit, on-site audit (field audit); 3) the time schedule for audits of the Company’s activities, indicative terms of audits (annual, quarterly); 4) The time schedule for meetings of the Auditing Commission held to discuss preparing and conducting audits of the Company’s activities; 5) The list of financial and/or business documents necessary to inspect every object of audit; 6) The members of the Revision Commission of the Company responsible for preparing and conducting audits, collecting information as well as the necessary documents and materials; 7) Other issues related to arranging the meetings of the Revision Commission of the Company as well as audits conducted by it.

7. MEETINGS OF THE REVISION COMMISSION OF THE COMPANY

7.1. The Revision Commission of the Company shall meet to discuss organizational issues of the Auditing Commission as well as every time before start of audit and to finalize findings of such audit. 7.2. At the meeting of the Revision Commission of the Company held before the beginning of each audit the following issues related to arranging and conducting the future audit shall be discussed: 1) Identifying object of audit (accounts, statistical accounting etc.); 2) Procedure, time frames and scope of audit; 3) Identifying the list of information and materials necessary to conduct the audit, ways to receive these and sources thereof; 4) Identifying the list of persons necessary to be involved in the audit (to provide explanations, to clarify certain issues etc.); 5) Appointing the date of the Auditing Commission meeting to finalize the findings of audit; 6) Identifying the member of the Auditing Commission responsible to prepare the draft report (act) of the Auditing Commission to be submitted to the meeting of the Auditing Commission finalizing the findings of audit; 7) Discussing any other matters. A meeting of the Auditing Commission to discuss preparing and conducting of audit may be held without joint personal presence of the members of the Auditing Commission, i.e. by voting absentee ballot (by way of circulation). 7.3. At the meeting of the Revision Commission of the Company held to finalize the findings of each audit the following issues shall be discussed: 1) Discussing information received in the course of audit and the sources of such information; 2) Finalizing the findings of audit; 3) Summarizing the audit findings and forming up recommendations based on the audit findings; 4) Approving and signing the report (act) of the Auditing Commission summarizing the audit findings; 5) Identifying and analyzing the reasons for violations of the laws of the Russian Federation and the Articles of Association of the Company and discussing possible options to eliminate such violations in future; 6) Adopting a resolution addressing to the management bodies of the Company, its officers and heads of executive structural units with regard to eliminating violations identified by the audit as well as with regard to taking sanctions to persons having committed such violations; 7) Other issues related to finalizing the audit findings.

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7.4. The regular meetings of the Revision Commission of the Company shall be held as prescribed by the Workplan of the Auditing Commission. 7.5. The extraordinary meetings of the Revision Commission of the Company shall be called by the Chairman of the Auditing Commission at his/her own initiative or at the initiative of a member of the Auditing Commission or subject to a resolution adopted by the General Meeting of Shareholders, Board of Directors of the Company or subject to demand of the Company shareholders (owning at least 10% of voting shares of the Company) requesting an audit of the financial and business activities of the Company to be conducted. 7.6. In the course of preparing an audit the Chairman of the Revision Commission of the Company shall do the following: 1) Identify the date, time and place of holding the meeting (vote counting in case of absentee ballot); 2) Form of the meeting (joint presence, absentee ballot); 3) Approve the agenda of the meeting; 4) Identify the list of materials and documents (information) necessary to discuss issues included in the agenda of the meeting of the Auditing Commission; 5) Identify the list of persons to be invited to take part in the meeting of the Auditing Commission (in case of joint presence); 6) Resolve any other matters related to preparing the meeting of the Revision Commission of the Company. 7.7. A notice on meeting of the Revision Commission of the Company shall be sent to the members of the Auditing Commission by registered mail at least ten (10) days before the date of the meeting and in case of a meeting to discuss the audit findings the notice shall be sent at least two (2) days before the date of the meeting. If an absentee ballot is held in cases provided for by these Regulations, a notice on such absentee ballot shall be sent together with the materials on the issues of the agenda and questionnaire by registered mail at least fifteen (15) days before the vote counting date. 7.8. In case any violations of the laws of the Russian Federation the Articles of Association of the Company or any other Company in-house regulations are identified in the course of activities of the Company are identified, the Chairman of the Auditing Commission must call an extraordinary meeting of the Auditing Commission to discuss the unscheduled audit. 7.9. In case any violations described in Clause 7.8. hereof are revealed, the member of the Auditing Commission shall send to the Chairman of the Auditing Commission a written notice describing the nature of such violations and persons having committed such violations within maximum three (3) days upon revealing such violations. 7.10. In cases listed in Clauses 7.8 и 7.9. hereof the Chairman of the Auditing Commission must call an extraordinary meeting of the Auditing Commission in the form of joint presence within ten (10) days from the moment the information on such revealed violations is received. 7.11. A meeting of Auditing Commission held in the form of joint presence shall comprise the following stages:- 1) Opening remarks by the Chairman of the Auditing Commission; 2) Determining whether a quorum is present; 3) Announcing the issues included in the agenda; 4) Speeches, messages and reports on the issues included in the agenda of the meeting and discussion thereof; 5) Formulating the draft resolution on the issues of the agenda by the Chairman of the Auditing Commission; 6) Voting on issues of the agenda; 7) Vote counting; 8) Announcing the resolutions of the Auditing Commission on the issues of the agenda. 7.12. A meeting of the Auditing Commission held in the form of absentee ballot shall

147 comprise the following stages: 1) Receive and count the questionnaires from the members of the Auditing Commission within the terms prescribed by the questionnaire for absentee ballot; 2) Determine whether a quorum of the Auditing Commission is present; 3) Count votes as per the received questionnaires; 4) Execute the minutes of the meeting of the Auditing Commission. 7.13. A meeting of the Revision Commission of the Company shall be deemed valid (having quorum) in case more than 50% of the members of the Revision Commission of the Company take part therein. In case of absence of quorum, the meeting of the Auditing Commission shall be postponed but for no longer period than ten (10) days. 7.14. Resolutions on the issues of the agenda of the meeting of the Auditing Commission shall be adopted by majority of votes of the members of the Revision Commission of the Company. In the course of adopting resolutions during the meetings of the Auditing Commission each member of the Auditing Commission shall have one vote. In case the votes are tied the Chairman shall have the casting vote. 7.15. The Secretary of the Auditing Commission shall keep the minutes of the meeting of the Auditing Commission. 7.16. The minutes of the meeting of the Revision Commission of the Company shall include the following: 1) Date, time and place of holding the meeting (vote counting in case of absentee ballot); 2) List of members of the Auditing Commission and other persons to be present in the meeting (taking part in the absentee vote); 3) Details of quorum of the meeting; 4) Issues included in the agenda of the meeting; 5) Basic provisions of speeches, messages and reports on the issues of the agenda (only for meetings held in the form of joint presence); 6) Vote counting; 7) Resolutions adopted by the Auditing Commission. 7.17. The minutes of the meeting of the Revision Commission of the Company shall be executed in two copies within maximum 5 days after the meeting (vote counting in case of absentee voting) and shall be signed by the Chairman and the Secretary of the Revision Commission of the Company. 7.18. The Company shall keep the minutes of the Auditing Commission and provide these at whenever requested the shareholders of the Company.

8. PROCEDURE FOR CONDUCTING AUDIT

8.1. Scheduled audit of financial and business activities of the Company shall be conducted under the approved Workplan of the Auditing Commission. 8.2. An unscheduled audit of financial and business activities of the Company shall be conducted in the following cases: 1) Under a resolution adopted by the Revision Commission of the Company; 2) Under a resolution of the General Meeting of Shareholders or Board of Directors of the Company; 3) Under a request by a shareholder(s) of the Company owning jointly at least ten (10) percent of the voting shares of the Company. 8.3. If otherwise is not provided by a resolution of the Auditing Commission, General Meeting of Shareholders, Board of Directors of the Company on conducting an unscheduled audit, the meeting of the Annual General Meeting of Shareholders of the Company under the provisions of Clause 7.2. hereof shall be held within maximum fifteen (15) business days after:

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1) A resolution is adopted by the Auditing Commission on conducting an unscheduled audit; 2) The Chairman of the Auditing Commission receives the resolution of the General Meeting of Shareholders, Board of Directors of the Company on conducting an unscheduled audit; A meeting of the Revision Commission of the Company to be held under the provisions of the Clause 8.2. hereof, pursuant to a request on conducting an unscheduled audit filed by shareholder(s) of the Company owning in aggregate at least ten percent (10%) of the voting shares of the Company shall be held within maximum twenty (20) business days upon receipt of the request by the shareholder(s) of the Company. 8.4. An audit of financial and business activities of the Company shall comprise the following: 1) Identifying the legal framework regulating the audited activities of the Company; 2) collecting and analyzing financial and business documents of the Company, performance reflected by accounts, statistical accounting and other documents of the Company, receiving written and oral clarifications in regard to the audited object; 3) Inspecting warehouses, archives and other office premises of the Company; 4) Identifying any cases of incompliance of the financial and business activities of the Company with the actual laws of the Russian Federation, as well as any distortions and inaccuracies in reflecting the Company activities by the accounts, statistic accounting and other reports and documents of the Company; 5) Taking any other actions to ensure conducting of comprehensive and impartial audit of the financial and business activities of the Company within the scope of powers of the Auditing Commission prescribed by these Regulations. 8.5. In the course of audit the members of the Revision Commission of the Company shall request the necessary documents and materials from the management bodies of the Company, heads of separate subdivisions, executive structural units of the Company and any other persons availing of such necessary documents and materials. The documents and materials requested shall be provided to the members of the Revision Commission of the Company within two (2) business days upon receipt of such request. 8.6. Members of the Revision Commission of the Company shall have access to books, accounting records, business correspondence and any other information related to the audited object. 8.7. In the course of audits the members of the Revision Commission of the Company shall duly review the documents and materials received in regard to the audited objects. 8.8. Officers of the management bodies of the Company, heads of separate subdivisions and executive structural units of the Company shall do the following: 1) Create environment for the auditors ensuring effective audit, provide to the members of the Auditing Commission all the necessary information and documents as well as any oral or written clarifications and explanations following to request (oral of written) of the members of the Auditing Commission; 2) Promptly eliminate any violations revealed by the Auditing Commission, including but not limited to violations in maintaining accounting records and other financial reporting; 3) Prevent any actions in the course of the audit to limit the range of issues subject to clarification in the course of audit.

9. REPORT (ACT) DRAWN UP BY THE REVISION COMMISSION OF THE COMPANY

9.1. Following the results of audit of the financial and business activities of the Company the Auditing Commission shall prepare a report which is a document of internal control of the Company.

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9.2. The report by the Auditing Commission shall comprise three parts: introduction, analytical part and summary. 9.3. Introduction of the Auditing Commission Report shall contain the following: 1) Full name of the document: Findings by the Revision Commission of Open Joint-Stock Company “Inter RAO UES”; 2) Date and place of issue of the report; 3) Reporting date (period) and place of audit; 4) Grounds for conducting audit (resolution adopted by Auditing Commission, General Meeting of Shareholders, Board of Directors or shareholder(s) of the Company); 5) Purpose of audit (identifying whether the Company’s activities are in compliance with the laws, whether the accounting records and other documents of the Company are authentic and are in compliance with the laws of the Russian Federation, etc.); 6) Audited object (certain types of activities of the Company, financial and business documents, including accounts and statistical accounting, etc.); 7) List of regulations and other documents governing the activities of the Company that were used in the course of audit. 9.4. The analytical part shall contain an impartial assessment of the status of the audited object and shall comprise the following: 1) General results of audit of the accounting documents, reporting and other documents related to financial and business activities of the Company; 2) Overall findings of the audit of compliance the financial and business transactions with the laws of the Russian Federation. 9.5. Summary of the report (act) of the Revision Commission of the Company shall contain the substantiated findings of the Auditing Commission as well as the following: 1) Confirmation of adequacy of the data contained in the reports and other financial documents of the Company; 2) Details of the revealed violations of the accounting procedures and financial reporting principles prescribed by the laws of the Russian Federation as well as of any other legal acts of the Russian Federation in the course of financial and business activities; 3) Recommendations and suggestions to eliminate causes and aftereffects of violations of the laws of the Russian Federation, Articles of Association and in-house regulations of the Company. 9.6. The report of the Revision Commission of the Company shall be executed in three (3) copies within maximum two (2) days from the moment the audit is finished; the report shall be signed by all the members of the Auditing Commission and experts engaged for conducting the audit during the meeting of the Auditing Commission finalizing the findings of audit. The report (act) shall be signed by the Chairman of the Management Board and the Chief Accountant of the Company confirming that they had read it. Should any discrepancies arise between the members of the Auditing Commission in whatsoever regard, the report of the Auditing Commission shall be signed and there shall be stated that there are discrepancies (commentaries) that may be included in the dissenting opinion by a member of the Auditing Commission. The dissenting opinion signed by the member of the Auditing Commission or the invited expert shall be attached to the report of the Auditing Commission. One copy of the report shall be kept by the Secretary of the Auditing Commission, one copy shall be sent to the Chairman of the Board of Directors of the Company and one copy shall be sent to the Chairman of the Management Board of the Company. 9.7. The Company shall keep the reports of the Auditing Commission and ensure access thereto at the request of the shareholders of the Company.

10. REMUNERATIONS PAYABLE TO THE MEMBERS OF THE REVISION COMMISSION OF THE COMPANY

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10.1. For taking part in audit (inspection) of the financial and business activities and following to a resolution adopted by the Annual General Meeting of Shareholders, a member of the Revision Commission of the Company shall receive a remuneration in the amount of RUB 120,000.00 (one hundred twenty thousand rubles). The amount of remuneration payable to the Chairman of the Revision Commission of the Company shall be increased by 50%. 10.2. The remuneration payable under this Section shall be paid in monetary form within maximum one calendar month after the corresponding resolution is adopted by the Annual General Meeting of Shareholders of the Company. 10.3. Any expenses incurred by a member of the Revision Commission of the Company in connection with participation in the meeting of the Revision Commission of the Company and conducting the audit shall be reimbursed to him/her under the Company travel expenses reimbursement standards applicable as of the dates of such meeting or audit. 10.4. The Company shall reimburse such expenses within three days once the documents supporting such expenses are submitted. 10.5. The provisions of these Regulations covering remunerations and compensations shall be applicable to certain categories of persons being members of the Revision Commission of the Company (including government officials) in compliance with the restrictions and requirements prescribed by the laws of the Russian Federation for such categories of persons.

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Appendix No. 1 to Regulations on the Revision Commission of JSC “Inter RAO” approved by Resolution of the Company’s Annual General Meeting of Shareholders dated May 25, 2014 (Minutes No. __ dated ______, 2014)

QUESTIONNAIRE OF THE NOMINEE TO THE REVISION COMMISSION OF JSC “Inter RAO”

General details of the nominee Full name Year of birth Nationality Place of residence (country, city) Educational background (degree, major, educational institution, graduation year) Primary place of employment Position

Positions held over the last 5 years and at present in chronological order (including positions held as part-time job)

Position held Period Name of the organization

Positions (membership) held at present in management bodies of the other legal entities

Period Name Position

Information on shareholdings in JSC “Inter RAO” and Subsidiaries and Affiliates of JSC “Inter RAO”

Share in authorized capital stock of JSC “Inter RAO” Share in authorized capital stock of Subsidiaries and Affiliates of JSC “Inter RAO”3

Other details of the nominee

Details of any obligations assumed by the nominee in connection with JSC “Inter RAO” granting the nominee the right to acquire the property (receive money) valuing as much as 10% or more of the total annual income of such nominee (other than remuneration for taking part in the activities of the Revision Commission of JSC “Inter RAO”) Whether the nominee represents the Russian Federation.

Nominee candidate member Revision Commission of JSC “Inter RAO” ______/______/

Signing date ______, 2014.

3 For the purposes of this Questionnaire, subsidiaries and affiliates shall mean subsidiaries and affiliates being of essential meaning for the Company under the list approved by the Company.

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Appendix No. 2 to Regulations on the Revision Commission of JSC “Inter RAO” approved by Resolution of the Company’s Annual General Meeting of Shareholders dated May 25, 2014 (Minutes No. __ dated ______, 2014)

to JSC “Inter RAO”

WRITTEN CONSENT

I, the undersigned, ______(holder of passport ______series ______No. ______, issued by ______on ______, ____) hereby confirm the following: 1. THAT I give my consent for being nominated as a candidate member to the Revision Commission of JSC “Inter RAO”. 2. THAT I give my consent for being elected as member of the Revision Commission of JSC “Inter RAO”. 3. THAT I give my consent for my following personal data to be processed (including but not limited to publishing) in compliance with the laws of the Russian Federation and in-house regulations of JSC “Inter RAO”: surname, name, patronymic, year of birth, nationality, place of residence (city, country); details of my educational background; list of all the positions held over the last 5 years and at present in chronological order, including positions held by me as part-time job; details of positions (membership) held at present in management bodies of the other legal entities. Such consent for processing of personal data shall be valid until expiration of my duties as a member Revision Commission of JSC “Inter RAO” and it may be revoked as prescribed by the laws of the Russian Federation.

______/______/

______, 20__

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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.

The nominal value of one (1) ordinary registered non-certificated share of the Company is 0.02809767 RUB. The above nominal value was determined as a result of reduction of the Company’s authorized capital stock in 2009 for the purpose of bringing the authorized capital stock into compliance with the value of net assets of the Company. Currently the nominal value of shares of JSC “Inter RAO” is considerably lower as compared to other big Russian power companies listed on the Moscow Exchange. Increase of the nominal value of share of JSC “Inter RAO” will lead to a technical increase of the price of the Company’s share on Moscow Exchange as in the result of consolidation each shareholder will have less shares in quantitative terms while their market value will stay unchanged. Such technical increase of the market value of the Company’s share will have a positive impact on its investment attractiveness by two reasons:

- at the present moment, due to low market value (0.0106 RUB as of February 20, 2014) shares of JSC “Inter RAO” are traded on Moscow Exchange in the main trade mode with lots of 100,000 shares, which has a negative impact on the liquidity of shares and limits the capabilities of retail investors (natural persons) in terms of trading their shares the number of which is not divisible by the number of the exchange lot; - some foreign investment funds have internal limitations with regards to investment in securities of issuers with low market value which results in the narrowing of potential investor base. In this connection the Company has explored the possible ways of increasing the nominal value of shares. Taking into account the present difference between the authorized capital stock and the net assets of the Company (36,991,538 thousand RUB), it is not possible to increase the nominal value of the Company’s shares by means of own funds. For instance, 9.420 billion RUB is required to increase the nominal value to 0.029 RUB which will considerably decrease the current difference between the authorized capital stock and the net assets of the Company. The second possible option is consolidation of shares. Under Item 6.1.4 of Standards of Issue and Registration of Prospectus for Securities approved by Federal Financial Markets Service of Russia of July 4, 2013 No. 13-55/pz-n (13-55/пз-н), in this case the consolidation ratio must have an integral value. Presently, the Company’s authorized capital stock includes 10,440,000,997,683 shares. In the first quarter of 2014 997,683 shares was received on account of JSC “Inter RAO” in the Register of Shareholders paid as dividends by associated company LLC “Bashkir Generation Company”. In case of their cancellation on the ground of a resolution of the General Meeting of the Shareholders the number of issued shares will be 10,440,000,000,000, which will enable consolidation of shares with the ratio of 100. It is planned to finish the reduction of authorized capital stock in August 2014. Upon completion of procedure of the authorized capital reduction by means of cancellation of own shares held on balance it is planned to consolidate shares with the ratio of 100 in order to increase the nominal value of one share to 2.809767 RUB.

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See below the information on the planned changes in the authorized capital stock.

Parameters Number of shares Nominal value Total nominal value Authorized capital stock 10,440,000,997,683 0.02809767 293,339,702,832.56769861 Authorized capital stock after reduction 10,440,000,000,000 0.02809767 293,339,674,800 Authorized capital stock after consolidation 104,400,000,000 2.809767 293,339,674,800

Shareholders owning a number of shares not divisible by the consolidation ratio as of the date of consolidation will have fractional shares.

Under Item 3 Article 26 of Federal Law “On Joint-Stock Companies”, a fractional share gives to its holder the rights provided by a share of the relevant category (type) within the scope corresponding to a full share represented by it.

Fractional shares circulate on equal terms with full shares. In case a person acquires two or more fractional shares of one category (type), these shares form a full share and/or a fractional share equal to a sum of such fractional shares.

It is planned to finish consolidation of the Company’s shares until the end of 2014.

It is proposed to make a resolution to decrease the number of authorized shares by 30 shares in order that following the results of consolidation the number of authorized shares has an integral value.

Measures for consolidation of shares of JSC “Inter RAO” are included in the Program for Increasing the Company’s Capitalization for 2014, which has already been reviewed and approved by the Company’s Executive Board and Strategy and Investment Committee of the Board of Directors of JSC “Inter RAO”, and also, is to be reviewed by the Board of Directors at official meeting on March 12, 2014.

Annual General Meeting of Shareholders is proposed to adopt the following resolutions: Concerning item 12 of the agenda:

Establish that the Company may additionally place 7,234,112,847,300 (Seven trillion two hundred and thirty-four billion one hundred and twelve million eight hundred and forty-seven thousand three hundred) ordinary registered non-certificated shares with the nominal value 0.02809767 RUB each (authorized shares) providing the same rights as the placed ordinary shares of the Company.

Concerning item 13 of the agenda:

Reduce the authorized capital stock of JSC “Inter RAO” by 28,032.56769861 (Twenty-eight thousand and thirty-two point fifty six million seven hundred and

155 sixty-nine thousand eight hundred and sixty-one) RUB to 293,339,674,800 (Two hundred and ninety-three billion three hundred and thirty-nine million six hundred and seventy-four thousand eight hundred) RUB by means of cancellation of 997,683 (Nine hundred and ninety-seven thousand six hundred and eighty-three) ordinary registered non-certificated shares of the Company with the nominal value of 0.02809767 (state registration number of issue 1-03- 33498-Е) RUB each.

Following the results of reduction of the Company’s authorized capital stock to 293,339,674,800 (two hundred and ninety-three billion three hundred and thirty-nine million six hundred and seventy-four thousand eight hundred) RUB make the following amendments in the Charter of JSC “Inter RAO” and approve the said amendments.

Establish that this resolution on reduction of the authorized capital of JSC “Inter RAO” shall not be executed upon expiration of Seven (7) months from the date of such resolution.

Concerning 14 of the agenda:

In case of reduction of the Company’s authorized capital to 293,339,674,800 (Two hundred and ninety-three billion three hundred and thirty-nine million six hundred and seventy-four thousand eight hundred) RUB consolidate the placed ordinary non-certificated shares of the Company as follows:

Category (type) and nominal value of the Company’s shares to be consolidated: ordinary, registered, non-certificated shares with the nominal value of 0.02809767 RUB each (state registration number of issue 1-03-33498- Е). Method of placement of shares is conversion at consolidation of shares.

Consolidation ratio: One hundred (100) ordinary, registered, non- certificated shares of the Company with the nominal value of 0.02809767 RUB each are to be converted to One (1) ordinary, registered, non-certificated share of the Company with the nominal value of 2.809767 RUB.

Following the results of consolidation of the Company’s shares make and approve the following changes in the Charter of JSC “Inter RAO” with respect to the nominal value and the number of placed and authorized shares of the Company on the ground of this resolution and a registered report on the results of issue of shares placed by conversion at consolidation.

Establish that this resolution on consolidation of shares of JSC “Inter RAO” shall not be executed upon expiration of One (1) year from the date of state registration by the Bank of Russia of issue of ordinary registered shares of JSC “Inter RAO” placed by conversion of One hundred (100) ordinary registered

156 non-certificated shares to one ordinary registered non-certificated share of the same category and type at consolidation or, if the above resolutions on the issue of shares of JSC “Inter RAO” are not registered by the Bank of Russia within 11 months from the date of making of such resolution on consolidation.

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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"

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

Taking into consideration the fact that all members of the Board of Directors are recognized as parties interested in the Directors and Officers Liability Insurance Policy, in accordance with Clause 1 of Article 77 and Clause 3 of Article 83 of the Federal Law On Joint Stock Companies, the said Liability Insurance Policy is to be approved, and its price is to be defined by the Annual General Meeting of Shareholders. Pursuant to Clause 3 of Article 49 of the Law On Joint Stock Companies, the decision of the General Meeting of Shareholders on approval of related party transactions may be adopted only by proposal of the Board of Directors. The Board of Directors on April 7, 2014 (Minutes as of 04/10/2014 # 112) recommended to the Annual General Meeting of Shareholders to adopt a decision on the issue of 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" and approval of the said Policy as a related party transaction. Directors and Officers Liability Insurance Policy was concluded with JSC “SOGAZ”in the year 2012 until July 14, 2013. As the previously concluded Insurance Policy expires in July 2014, it needs to be renewed. Insuring the liability of directors and officers and entities has been approved by the Board of Directors as mandatory insurance protection of the Company in accordance with the JSC “Inter RAO” Insurance Protection Regulation (Minutes No. 83 dated December 17, 2012). In addition, insuring the liability of members of the Board of Directors and officers is mandatory as per Decree of the President of the Russian Federation No. Pr-2206 dated August 3, 2011. According to the draft insurance contract between JSC “Inter RAO” (the Insured Party) and SOGAZ JSC (the Insurer), the insured entities are: JSC “Inter RAO”, former Russian subsidiaries of JSC “Inter RAO” (solely in so far as it relates to wrong acts performed in the period while such companies were JSC “Inter RAO” subsidiaries), current Russian subsidiaries of JSC “Inter RAO” and certain future Russian subsidiaries of JSC “Inter RAO” (for purposes hereof, Russian subsidiaries of JSC “Inter RAO” include, inter alia, Russian companies, 50 % or more of the authorized capitals of which are held/controlled, directly or indirectly, by JSC “Inter RAO”), as well as the following foreign companies: INTER RAO Holding B.V., INTER RAO Management B.V., Gardabani Holdings B.V., Silk Road Holdings B.V., INTER RAO Trust B.V., Asia Energy B.V., RAO Intertech B.V., Inter RAO Europe B.V., INTER RAO Finance B.V., INTER RAO Credit B.V., OrangeWings Ltd, INTER RAO Middle East B.V. The said contract also covers the insurance of members of the Board of Directors, members of the Management Board, the sole executive body, the Chief Accountant and some other officers and employees of the above-listed entities (the Insured Persons). Insuring the liability of directors, officers and entities will protect property interests of the Insured Persons if they are filed with third party claims for losses caused by the Insured Persons as a result of their actions/omission while in the held positions, as well as property

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interests of the Insured Entities in case of third party claims for losses caused as a result of actions/omission in the form of accidental breach of the legislation governing relationships in connection with acquisition, sale, placement of, offer to acquire or sell securities of the Insured Entities. The price (money value) of the services acquired by JSC “Inter RAO” under the directors and officers and entity liability insurance contract between JSC “Inter RAO” and SOGAZ JSC is projected to equal the insurance premium not exceeding two hundred and eighty-four thousand three hundred (284,300.00) US Dollars, which is 10% less than the price of the effective contract for 2013–2014.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: Concerning item 15 of the agenda:

Determine the price (pecuniary valuation) of services acquired by JSC “Inter RAO”under the Directors and Officers Liability Insurance Policy to be executed between INTER RAO UES and JSC "SOGAZ" in the amount of the insurance premium: maximum 284,300.00 (three hundred and thirty-three thousand four hundred and fifty) US Dollars.

Concerning item 16.1: Approve the Directors and Officers Liability Insurance Policy entered into by JSC “Inter RAO” and JSC “SOGAZ” as a related party transaction made upon the following material conditions: 16.1.1. Parties to the Agreement: Insurant JSC “Inter RAO” Insurer – JSC “SOGAZ” 16.1.2. Parties insured under the Agreement: Insured legal entities (the Insured Entities): JSC “Inter RAO”, former Russian subsidiaries of JSC “Inter RAO” (solely in so far as it relates wrong acts performed in the period while such companies were JSC “Inter RAO” subsidiaries), current Russian subsidiaries of JSC “Inter RAO” and certain future Russian subsidiaries of JSC “Inter RAO” (for purposes hereof, Russian subsidiaries of JSC “Inter RAO” include, inter alia, Russian companies, 50% or more of the authorized capital of which are held/controlled, directly or indirectly, by JSC “Inter RAO”), as well as the following foreign companies: INTER RAO Holding B.V., INTER RAO Management B.V., Gardabani Holdings B.V., Silk Road Holdings B.V., INTER RAO Trust B.V., Asia Energy B.V., RAO Intertech B.V., Inter RAO Europe B.V., INTER RAO Finance B.V., INTER RAO Credit B.V., OrangeWings Ltd, INTER RAO Middle East B.V. Insured individuals (the Insured Persons): any person who ever was, is or shall become in the future a member of the Board of Directors of any Insured Entity; any person who ever held, holds or shall hold in the future an office/position in any Insured Entity or who performed, performs or shall perform the functions/duties of the sole executive body, the deputy sole executive body, a member of the collective executive body (Management Board, managerial board, etc.), the chief accountant, head of the Legal Service (chief legal officer, legal officer, head of the legal unit, division, department, etc.), a risk manager (head of the risks management unit, division,

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department, etc.), the corporate secretary, the secretary of the Board of Directors; certain other employees of an Insured Entity; any person who ever was, is or shall be entitled to sign documents and/or make any representations and/or make any statements (give comments) on behalf of any Insured Entity; any individual who ever was, is or shall become in the future the director of a separate company, a shadow director, a de facto director, a member of a committee set up by resolution or with approval of the Board of Directors of any Insured Entity; any person referred to as a prospective member of the Board of Directors or an official in any issue documents, documents related to the offer of securities, listing, prospectuses or reports of any Insured Entity. The Insured Entities and the Insured Persons shall be hereinafter referred to as the Insured Parties. 16.1.3. Beneficiaries under the Contract: the Insured Parties as well as any third parties, to which damage/losses may be caused by the Insured Parties. 16.1.4. Price of the Agreement (amount of the insurance premium): no more than two hundred and eighty-four thousand three hundred (284,300.00) US Dollars. 16.1.5. Subject matter of the Agreement: Subject to all provisions of the Contract, upon the occurrence of any of the insured events specified in the Contract the Insurer shall pay in pursuance of the Contract the insurance indemnity to the Insured and/or any other party/person entitled to such indemnity. 16.1.6. Types of insurance coverage under the Agreement: Insurance Coverage A covers insurance of the liability of the Insured Persons for their actions/omission while in the offices/positions held in the Insured Entities and/or separate companies, including costs and expenses of the Insured Persons in connection with being brought to such liability. Insurance Coverage B covers insurance of costs and expenses of the Insured Entities incurred by them in connection with the compensation by the Insured Entities of liability amounts of the Insured Persons for their actions/omission while in the offices/positions held in the Insured Entities and/or separate companies, including costs and expenses of the Insured Persons in connection with being brought to such liability. Insurance Coverage C covers insurance of the liability of the Insured Entities for actions/omission leading to the breach of the legislation governing relationships in connection with acquisition, sale, placement of, offer to acquire or sell securities of such Insured Entities, including costs and expenses of the Insured Entities in connection with being brought to such liability. 16.1.7. Exclusions from the insurance coverage under the Agreement: The Agreement does not cover: - taxes payable by a corresponding Insured Party; - administrative proceedings, procedural actions and investigations initiated/conducted by regulatory authorities with respect to the Insured Entities in connection with breach of the securities legislation, and - claims related to: (a) gaining by a corresponding Insured Party of any income or financial benefit, to which such Insured Party had no lawful right; (b) commitment by a corresponding Insured Party of any willful criminal offense or willful fraud; (c) previous claims and circumstances; (d) environmental pollution; (e) bodily injury and

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damage to property; (f) pension and social programs; (g) American claims filed by an Insured Entity or a separate company to an Insured Person, or (h) public offering (by means of public subscription) of an Insured Entity’s securities, certifying interest holding in the authorized capital of such Insured Entity, during the insurance period; - claims, payments under which shall lead to breach by the Insurer of any applicable regulatory acts establishing any embargo or penalties; - losses incurred in connection with commercial operations with Cuba, Cuban companies or Cuban citizens, and also in relation to circumstances, claims and legal proceedings which took place or were initiated in Cuba. 16.1.8. Insurance period: from July 15, 2014, to July 14, 2015 (both dates inclusive). 16.1.9. Discovery period: 60 days automatically, without payment of an extra insurance premium. 16.1.10. Franchises under the Agreement: For the Insured Persons: no more than fifty thousand (50,000) US Dollars. For the Insured Entities: no more than one hundred and fifty thousand (150,000) US Dollars. 16.1.11. Insured amount under the Agreement: The total insured amount for all the Insured Parties: two hundred million (200,000,000) US Dollars. An additional insured amount for each independent director: one million (1,000,000) US Dollars provided that the additional insured amount for all independent directors does not exceed in the aggregate five million (5,000,000) US Dollars. Administrative and criminal fines imposed on a corresponding Insured Party (in cases where their insurance is allowed by the applicable legislation) shall be insured within five million (5,000,000) US Dollars. 16.1.12. Insurance objects under the Agreement: As regards the insurance of the liability of the Insured Parties: property interests of the Insured Parties related to the obligation to reimburse losses incurred by other parties. As regards the insurance of costs and expenses of the Insured Parties: property interests of the Insured Parties related to incurrence and/or the need to incur any costs and expenses. As regards the insurance of costs and expenses of the Insured Entities under Insurance Coverage B: property interests of the Insured Entities related to the compensation by the Insured Entities of the amounts of liability of the Insured Persons for their actions/omission while in the offices/positions held in the Insured Entities and/or separate companies, including amounts of the costs and expenses of the Insured Persons in connection with being brought to such liability. 16.1.13. Insured events under the Agreement: As regards the insurance of the liability of the Insured Parties: occurrence of all of the following circumstances: (a) incidence of the Insured Party’s obligation to reimburse losses incurred by other parties in connection with any coverable action or

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omission of the Insured Party, and (b) filing of claims to the Insured Party in connection with losses of other parties as specified in (a) above. As regards the insurance of costs and expenses of the Insured Parties: filing to the Insured Party of any claim that may entail costs and expenses of such Insured Party or the need to incur such costs and expenses in connection with such claim. As regards the insurance of costs and expenses of the Insured Entities under Insurance Coverage B: filing to the Insured Person of any claim that may entail compensation costs and expenses to be incurred by the Insured Entity. 16.1.14. The Agreement shall enter into force upon its signing and be valid until the insurance expiry, and in case there is a discovery period – until expiry of the applicable discovery period 16.2. 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., 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 recognized as affiliated to the aforenamed in accordance with the laws of the countries of incorporation of the above mentioned entities, for the fulfilment of all payment obligations by INTER RAO Credit B.V. arising from potential foreign loans, as a transaction(s) made in the process of normal business and deemed as related-party transaction(s).

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On March 28, 2011 was established a subsidiary of Level 2 ("grandaughter») - INTER RAO Credit BV, incorporated in the Netherlands. The principal activity of INTER RAO Credit B.V. is contracting foreign loans for JSC “Inter RAO” Group, as well as intragroup credit and borrowing operations. This mechanism allows making the cost of attracted credit resources cheaper. The maximum effect is achieved through attraction of long-term borrowed resources against security of the parent company within the framework of investment transactions with major international and Russian financial institutions, such as European Bank for Reconstruction and Development (EBRD), European Investment Bank (EIB), Vnesheconombank, etc. Moreover, the described scheme allows unification and minimization of non-financial obligations within the framework of attraction of loans, such as cross-default, changeability of the company’s control/activities, asset disposition ability, etc., as well as simplification of financial resources acquisition procedure. At year-end 2013 the credit portfolio of Inter RAO Group according to the consolidated financial statements of JSC “Inter RAO” prepared in accordance with IFRS for the year 2013 amounts to RUB 52.8 bln. Long-term credits and loans constitute RUB 40.2 bln, while short- term credits and loans constitute RUB 12.6 bln. In accordance with this draft resolution it is proposed, as appropriate and subject to favorable market conditions, to implement refinancing of the long-term part of the Group’s credit portfolio, to implement financing of the current and investment activities of Inter RAO Group, of which the shortage in accordance with the medium term investment program approved by the Management Board of JSC “Inter RAO” will constitute not more than RUB 54 bln throughout years 2014 to 2015. The Group’s expected credit portfolio at year-end 2014 in accordance with the Group’s business plan for the year 2014 approved by the Board of Directors of JSC “Inter RAO” will amount to RUB 90.8 bln. Therefore, resolution on issue 1 shall be made within the framework of the approved Group’s business plan for the year 2014, and it shall not exceed the debt level limit in accordance with the Declaration on the Debt Level Limit approved by the Board of Directors of JSC “Inter RAO” (Minutes No. 94 of 06/19/2013) (Debt/EBITDA not more than 3.0). The general list of banks – potential parties to transactions is determined by the existing experience of work with Inter RAO Group’s enterprises and other organizations in the electric energy sector, as well as the presence of concluded confidentiality agreements with JSC “Inter RAO” and/or INTER RAO Credit B.V. The obligations of INTER RAO Credit B.V. to the Banks shall be secured by the guarantee of JSC “Inter RAO”. In connection with coming into effect of Federal Law No. 227-FZ of July 18, 2011, On Amendments to Certain Legislative Acts of the Russian Federation in Context of Improving the Price Determination Principles for the Purposes of Taxation on 01/01/2012 and the transfer pricing rules, intragroup guarantees must be implemented by JSC “Inter RAO” on a fee paid basis. - The maximum amount of provided guarantee is not more than RUB 80 bln. - The price under agreement is not more than 0.2% per annum. - The term under agreement is up to three years from the date of complete fulfilment of obligations. In accordance with Art . 81 of the Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies" transactions proposed for consideration oare recognized a related-party transactions on the grounds that : - Member of the Board of Directors of JSC "Inter RAO" V.A. Dmitriev is a Chairman of Vnesheconombank; member of the Board of Directors of JSC "Inter RAO" K.G. Seleznev is also a member of the Board of Directors of GPB (OJSC) and of "AB" RUSSIA " and the father of a

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Board member B.Yu. Kovalchuk – Yu.V. Kovalchuk owns more than 20 % voting shares of "AB" RUSSIA ". - Members of the Management Board of JSC "Inter RAO": D.N. Palunin and V.V. Murgulets hold management positions in the INTER RAO Credit B.V., which is a party or beneficiary in transactions. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. In accordance with Clause 7 of Article 83 and Article 77 of the Federal Law On Joint- Stock Companies, in case the Board of Directors approves a related party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve the said transactions have been provided by the Board of Directors on April 7, 2014 at the meeting held in person (Minutes #112), also the price was determined (monetary value) of services and obligations under the mentioned above transactions.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: 16.2. Approve the following contracts as a related (a set of interrelated) party transactions: 16.2.1. The contract(s) of guarantee between JSC “Inter RAO”, on the one part, 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., 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 recognized as affiliated to the aforenamed in accordance with the laws of the countries of incorporation of the above mentioned entities, on the other part (collectively referred to as the “Banks” and separately as the “Bank"”), as related-party transactions, made in the process of normal business of JSC “Inter RAO” and concluded with each of the Banks on the following essential conditions (conditions shall be approved for each contract, without limitation to the total

164 number thereof, however, with the provision that the obligations of the Company under all simultaneously ongoing contracts of guarantee approved hereby shall not exceed the limits set forth below):

16.2.1.1. The parties to the contract(s) of guarantee: JSC “Inter RAO” is the Guarantor; the Bank is the Creditor.

16.2.1.2. The subject matter of the contract(s) of guarantee: The Guarantor shall be jointly and severally liable to the Creditor (held responsible) for the fulfilment by INTER RAO Credit B.V. (the Beneficiary or the Debtor) of the obligation to the Creditor to return the principal amount of the debt, interest, penalties, commission fees and any other payments provided for by the credit agreement entered into between the Creditor and the Debtor.

16.2.1.3. The essence of the obligations secured by the guarantee: Provision by the Creditor(s) to the Debtor of funds for financing of normal business, except for the financing of the purchase of basic power equipment within the framework of implementation of investment projects of Inter RAO Group against security of export credit agency(ies) in the amount of the principal debt not exceeding sixty- five billion rubles, 00/100 (RUB 65,000,000,000.00) or an equivalent thereof in USD or EUR, for a crediting period of not more than seven (7) years from the date of the credit agreements, with payment of interest at a rate not exceeding twelve point five (12.5) per cent per annum or at a rate calculated based on a rate not exceeding MosPrime plus five point five (5.5) per cent per annum for a credit in RUB, and for a credit in USD or EUR - at a rate of not more than eight (8) per cent per annum or at a rate calculated based on a rate not exceeding LIBOR/EURIBOR plus six (6) per cent per annum, the origination fee in the amount not exceeding two (2) per cent of the credit amount, the sum of all fees and other expenses related to the organization and management of the credit agreements and the contracts of guarantee, as well as fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreements.

16.2.1.4. The term of the contract(s) of guarantee: up to three (3) years from the deadline for the fulfilment of the obligation secured by the guarantee.

16.2.2. Approve contract(s) on provision of guarantee for the obligations of INTER RAO Credit B.V. under the credit agreement(s) as a related party transaction (a set of interrelated interested party transactions) on the following material terms (for each single contract):

16.2.2.1. The parties to the Contract(s): INTER RAO Credit B.V. - the Debtor; JSC “Inter RAO” - the Guarantor.

16.6.2.2. The subject matter of the contract(s): In consideration of remuneration paid by the Debtor, the Guarantor shall provide guarantee of the Debtor’s fulfilment of the obligations under the credit agreement(s) entered into between the Debtor

165 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., 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 recognized as affiliated to the aforenamed in accordance with the laws of the countries of incorporation of the above mentioned entities (hereinafter individually referred to as the “Creditor”) for a total maximum amount of one contract or all the contracts with one or several Creditors of up to sixty-five billion rubles, 00/100 (RUB 65,000,000,000.00) or the equivalent amount in USD or EUR for a crediting period up to seven (7) years and an interest amount not exceeding twelve point five (12.5) per cent per annum or at a rate calculated based on a rate not exceeding MosPrime plus five point five (5.5) per cent per annum for credit agreements in RUB, for a credit in USD or EUR – not more than eight (8) per cent per annum or a floating interest rate in the amount not exceeding LIBOR/EURIBOR rate plus six (6) per cent per annum for credit agreements in USD and EUR and the origination fee in the amount not exceeding two (2) per cent of the credit limit under each credit agreement, the sum of all fees and other expenses related to the organization and management of the credit agreement(s) as well as fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreement(s).

16.2.2.3. The term of the contract: up to three (3) years from the deadline for the fulfilment of the obligation secured by the guarantee.

16.2.2.4. The amount of remuneration paid by the Debtor to the Guarantor for the provision of the guarantee shall not exceed zero point two (0.2) per cent per annum of the value of the obligations secured by the guarantee, including the principal debt and the interest (including eighteen (18) per cent VAT) (except for the fines

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(penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreement(s)).

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)”.

As part of measures aimed at optimization of the generating asset management system, namely the transfer of Sochinskaya TPP Branch, Kaliningradskaya TPP-2 Branch and Severo-Zapadnaya TPP Branch to 100% subsidiary company OJSC “Inter RAO – Electric Power Plants”, since March 1, 2012, the production activities of these branches are on the central asset register of OJSC “Inter RAO – Electric Power Plants”. Therefore, at this moment JSC “Inter RAO” does not carry out any operating activities, except for trading operations, and, consequently, there is no need for attraction of additional credit resources at JSC “Inter RAO”. For the purposes of implementation of investment initiatives under Inter RAO Strategy until 2020 (approved by the Board of Directors of JSC “Inter RAO”, Minutes No 110 of 03/17/2014), in the context of this resolution it is proposed to approve the loan for JSC “Inter RAO” in the amount of up to RUB 20 bln. The approved transactions shall be made on conditions corresponding to the market situation at the moment of consummation of the transactions, and the intragroup loan interest rate shall be determined on the basis of the Procedure for Confirmation of Price Conformity in Debt Financing Transactions for the Purposes of Taxation approved by Decree No. IRAO/728 of 11/14/2012 (the “Procedure”) and for the transactions made in 2014 by Decree No. IRAO/735 of 12/16/2013 On Approval of Internal Credit Ratings of S&A/Subsidiaries and Affiliates of S&A and Market Interest Rate Intervals. The Lender shall provide funds to the Borrower in the amount up to twenty billion rubles (RUB 20,000,000,000.00) or an equivalent amount in USD or EUR, and the Borrower shall return the same amount of money within the time limit stipulated by the Agreement(s) and pay the interest in the amount set forth by the Agreement(s), origination fees, as well as fees and other expenses related to the organization and management of the Agreement(s) and fines (penalties) accrued due to the Borrower’s failure to fulfil all the payment obligations thereof under the Agreement(s). The funds under the Agreement(s) shall be provided to the Borrower in tranches upon written applications of the Borrower. The interest rate shall be determined in accordance with Decree No. IRAO/735 of JSC “Inter RAO” as of 12/16/2013 On Approval of Credit Ratings of S&A/Subsidiaries and Affiliates of S&A and Market Interest Rate Intervals and with account of the debt capital market conditions and duration of the credit agreements planned to be entered into (not more than 7 years). In accordance with Art . 81 of the Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies" transactions proposed for consideration are recognized a related-party transactions on the grounds that : Members of the Management Board of JSC "Inter RAO": D.N. Palunin and V.V. Murgulets hold management positions in the INTER RAO Credit B.V., which is a party in transactions. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. In accordance with Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves a related party transaction, the cost of such transaction shall be subject to approval by the Board of Directors.

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Recommendations to the Annual General Meeting of Shareholders to approve the said transactions have been provided by the Board of Directors on April 7, 2014 at the meeting held in person (Minutes #112), also the price was determined (monetary value) of services and obligations under the mentioned above transactions.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: 16.3. Approve 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) on the following material terms:

16.3.1. The parties to the Agreement(s): JSC “Inter RAO” is the Borrower; INTER RAO Credit B.V. is the Lender.

16.3.2. The subject matter of the Agreement(s): The Lender shall provide funds to the Borrower in the amount up to twenty billion rubles (RUB 20,000,000,000.00) or an equivalent amount in USD or EUR, and the Borrower shall return the same amount of money within the time limit stipulated by the Agreement(s) and pay the interest in the amount set forth by the Agreement(s), origination fees, as well as fees and other expenses related to the organization and management of the Agreement(s) and fines (penalties) accrued due to the Borrower’s failure to fulfil all the payment obligations thereof under the Agreement(s). The funds under the Agreement(s) shall be provided to the Borrower in tranches upon written applications of the Borrower.

16.3.3. The price of the Agreement(s): not more than 20 000 000 000.00 (twenty billion) and the sum of all interest, commissions and other costs of organizing and servicing the loan (s):

- For the loan agreements in rubles – in the amount not exceeding twelve point seven five (12.75) per cent per annum or at a rate calculated based on a rate not exceeding MosPrime plus five point seven five (5.75) per cent per annum.

- For the agreements in USD and EUR – not more than eight point two five (8.25) per cent per annum or a floating interest rate in the amount not exceeding LIBOR/ EURIBOR rate increased by six point two five (6.25) per cent per annum.

- The origination fee in the amount not exceeding two point one two five (2.125) per cent of the credit limit.

- The sum of all fees and other expenses related to the organization and management of the loan agreement(s).

16.3.4. The term of the Agreement(s): up to seven (7) years from the date of signing.

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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)”. On March 28, 2011 was established a subsidiary of Level 2 ("grandaughter») - INTER RAO Credit BV, incorporated in the Netherlands. The principal activity of INTER RAO Credit B.V. is contracting foreign loans for JSC “Inter RAO” Group, as well as intragroup credit and borrowing operations. Considering the shortage of financing sources for the Group’s investment program in 2014–2018 and the resulting necessity of attraction of borrowed funds, along with commercial lending as part of the principal business activities it is also planned to use the mechanism of export credits for the purchase of basic power equipment by the Group companies with insurance coverage provided by export credit agencies. This may be either direct crediting for the purposes of a specific equipment supply financing, or refinancing of already paid supplies with further transfer of funds for the financing and refinancing of the Group companies’ expenses arising in connection with realization of their investment programs. Generally, the use of the specified financing scheme will ensure savings to the medium- term debt financing mechanisms used in the Group in the amount of at least 3% per annum in EUR. Crediting periods, when using ECA insurance mechanism (up to 11–12 years),

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significantly exceed the mid-market periods for credit extension by commercial banks in the absence of such insurance coverage (up to 7 years). The Guarantor shall be jointly and severally liable to the Creditor (held responsible) for the fulfilment by INTER RAO Credit B.V. (the “Debtor”) of the Debtor’s obligations to the Creditor to return the principal amount of the debt, interest, penalties, commission fee and any other payments provided for by the credit agreement entered into between the Creditor and the Debtor. The essence of the obligations secured by the guarantee: Provision by the Creditor(s) to the Debtor of funds for the financing of the purchase of basic power equipment as part of investment projects of Inter RAO Group against security of an export credit agency in the amount of the principal debt not exceeding fifteen billion rubles, 00/100 (RUB 15,000,000,000.00) or an equivalent amount in USD or EUR for a crediting period of not more than twelve (12) years from the date of the credit agreements with payment of interest at a rate not exceeding ten point five (10.5) per cent per annum or MosPrime plus three point two (3.2) per cent per annum for contracts of guarantee in RUB, for a credit in USD or EUR – not more than two point five (2.5) per cent per annum or the amount of LIBOR/EURIBOR rate plus two (2) per cent per annum and the origination fee in the amount not exceeding two (2) per cent of the credit limit, the sum of all fees and other expenses related to the organization and management of the credit agreements, as well as fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreements. The Borrower under the specified credit agreements is INTER RAO Credit B.V., a company of Inter RAO Group, taking on centralized foreign loans and performing intragroup credit and borrowing operations of the Group. Attraction of foreign loans via INTER RAO Credit B.V. allows lowering of the debt cost for the Group as a whole and for each company among S&A/Subsidiaries and Affiliates of S&A separately by way of aggregation of attraction and use of credit prospective and credit capacity of the entire Group, rather than a separate company among S&A/Subsidiaries and Affiliates of S&A. The Group’s credit rating is substantially higher than the credit rating of any of operational S&A, due to essential positive influence exerted on the credit rating level by state participation and support. In 2012 two credit ratings were assigned to the Group by the world’s leading rating agencies, Moody’s and Fitch Ratings, Ва1 level and ВВ+ level respectively. The ratings were successfully confirmed in 2013. Moreover, the described scheme, owing to loan centralization, allows for minimization of non-financial obligations as part of attraction of loans, such as cross-default, changeability of the company’s control/activities, asset disposition ability, etc., as well as simplification of financial resources acquisition procedure. The general list of banks – prospective counterparties to the transactions – is determined by the existing experience of work with Inter RAO Group’s enterprises and other organizations in the electric energy sector, experience of work with major export credit agencies, as well as the presence of concluded confidentiality agreements with JSC “Inter RAO” and/or INTER RAO Credit B.V. The final choice of a bank shall be made by way of carrying out unregulated competitive procedures. Namely, INTER RAO Credit B.V. shall send requests for proposals to the prospective creditor banks and consolidate the received indicative proposals. Based on the results of a comparative analysis of price quotations, INTER RAO Credit B.V. by agreement with JSC “Inter RAO” shall choose the bank that offered the most favorable financing terms and conditions. In connection with coming into effect of Federal Law No. 227-FZ of July 18, 2011, On Amendments to Certain Legislative Acts of the Russian Federation in Context of Improving the Price Determination Principles for the Purposes of Taxation on 01/01/2012 and the transfer pricing rules, intragroup guarantees must be implemented by JSC “Inter RAO” on a fee paid basis.

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The amount of remuneration paid by the Debtor to the Guarantor for the provision of the guarantee shall not exceed 0.2 per cent per annum of the value of the obligation secured by the guarantee, including the principal debt and the interest (including 18 (eighteen) per cent VAT) (except for the fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreement(s)).

In accordance with Art . 81 of the Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies" transactions proposed for consideration are recognized a related-party transactions on the grounds that : - Member of the Board of Directors of JSC "Inter RAO" V.A. Dmitriev is a Chairman of Vnesheconombank; member of the Board of Directors of JSC "Inter RAO" K.G. Seleznev is also a member of the Board of Directors of GPB (OJSC) and of "AB" RUSSIA " and the father of a Board member B.Yu. Kovalchuk – Yu.V. Kovalchuk owns more than 20 % voting shares of "AB" RUSSIA ". - Members of the Management Board of JSC "Inter RAO": D.N. Palunin and V.V. Murgulets hold management positions in the INTER RAO Credit B.V., which is a party or beneficiary in transactions. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. In accordance with Clause 7 of Article 83 and Article 77 of the Federal Law On Joint-Stock Companies, in case the Board of Directors approves a related party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve the said transactions have been provided by the Board of Directors on April 7, 2014 at the meeting held in person (Minutes #112), also the price was determined (monetary value) of services and obligations under the mentioned above transactions.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: 16.4. Approve the following contracts as a related (a set of interrelated) party transactions: 16.4.1. 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

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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 (collectively referred to as the “Banks” and separately as the “Bank”), 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 under the credit agreements 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 entered into between INTER RAO Credit B.V. and any of the Banks as a related-party transaction(s) on the following material terms (for each of the contracts): 16.4.1.1. Parties: JSC “Inter RAO” is the Guarantor; the Bank is the Creditor; INTER RAO Credit B.V. is the Beneficiary under the contract.

16.4.1.2. The subject matter: The Guarantor shall be jointly and severally liable to the Creditor (held responsible) for the fulfilment by INTER RAO Credit B.V. (hereinafter the “Debtor”) of the Debtor’s obligations to the Creditor to return the principal amount of the debt, interest, penalties, commission fee and any other payments provided for by the credit agreement entered into between the Creditor and the Debtor.

16.4.1.3. The essence of the obligations secured by the guarantee: Provision by the Creditor(s) to the Debtor of funds for the financing of the purchase of basic power equipment as part of investment projects of Inter RAO Group against security of an export credit agency in the amount of the principal debt not exceeding fifteen billion rubles, 00/100 (RUB 15,000,000,000.00) or an equivalent amount in USD or EUR for a crediting period of not more than twelve (12) years from the date of the credit agreements with payment of interest at a rate not exceeding ten point five (10.5) per cent per annum or MosPrime plus three point two (3.2) per cent per annum for contracts of guarantee in RUB, for a credit in USD or EUR - not more than two point five (2.5) per cent per annum or the amount of LIBOR/EURIBOR rate plus two (2) per cent per annum and the origination fee in the amount not exceeding two (2) per cent of the credit limit, the sum of all fees and other expenses related to the organization and management of the credit agreements and the contracts of guarantee, as well as fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreements.

16.4.1.4. The term of the contract(s) of guarantee: up to three (3) years from the deadline for the fulfilment of the obligation secured by the guarantee.

16.4.2. The contract(s) for provision of guarantee in respect of the obligations of INTER RAO Credit B.V. arising from prospective foreign loans for the purposes of financing of the purchase of basic power equipment as part of investment projects

172 of Inter RAO Group against security of an export credit agency as a related-party transaction(s) (several associated transactions) on the following material terms (for each of the contracts):

16.4.2.1. The parties to the Contract(s): INTER RAO Credit B.V. is the “Debtor”;

JSC “Inter RAO” is the “Guarantor”.

16.4.2.2. The subject matter of the contract(s): In consideration for remuneration paid by the Debtor, the Guarantor shall provide guarantee of the Debtor’s fulfilment of the 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, the contract(s) of guarantee entered into between the Debtor 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 (hereinafter individually referred to as the “Creditor”), as well as the guarantee(s) provided by JSC “Inter RAO” in favor of the aforenamed entities, without limitation of their number (per each Bank), as a security of fulfilment by INTER RAO Credit B.V. of all payment obligations under the credit agreements 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 entered into between INTER RAO Credit B.V. and any of the Banks in the amount not exceeding fifteen billion rubles, 00/100 (RUB 15,000,000,000.00) or an equivalent amount in USD or EUR for a crediting period of not more than twelve (12) years from the date of the credit agreements with payment of interest at a rate not exceeding ten point five (10.5)

173 per cent per annum or MosPrime plus three point two (3.2) per cent per annum for contracts of guarantee in RUB, for a credit in USD or EUR - not more than LIBOR/EURIBOR rate plus two (2) per cent per annum and the origination fee in the amount not exceeding two (2) per cent of the credit limit, the sum of all fees and other expenses related to the organization and management of the credit agreements and the contracts of guarantee, as well as fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreements.

16.4.2.3. The term of the provided guarantee: up to three (3) years from the deadline for the fulfilment of the obligation secured by the guarantee.

16.4.2.4. The amount of remuneration paid by the Debtor to the Guarantor for the provision of the guarantee shall not exceed 0.2 per cent per annum of the value of the obligation secured by the guarantee, including the principal debt and the interest (including 18 (eighteen) per cent VAT) (except for the fines (penalties) accrued due to the Debtor’s failure to fulfil its payment obligations under the credit agreement(s)).

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” In the course of its ordinary business JSC “Inter RAO” needs to close various transactions, including without limitation: Opening of letters of credits (including uncovered ones), subject to a commission fee. Provision by the Counterparties of services related to arrangement of electronic data transfer and electronic settlements systems supporting, inter alia, acceptance from the Counterparties or transfer to the Counterparties of electronic payment documents for carrying out debit operations on accounts, receipt of electronic statements of accounts, and other electronic document management, with such services paid according to a corresponding Counterparty’s tariff rates effective at the time the service is provided. Placement by the Company of deposits (including with conversion), subject to interests payment. Opening of JSC “Inter RAO” accounts by the Counterparties, subject to the terms determined by them, and conducting of operations on such accounts, with remunerations paid by the Company for banking operations at a corresponding Counterparty’s tariff rates effective at the time of operations; authorizing the Counterparties to directly debit monetary funds from JSC “Inter RAO” accounts opened by such Counterparties; maintaining a minimum balance on accounts opened for the Company by the Counterparties, with interests paid to the Company by a Counterparty (Counterparties). Issue of unrestricted number of bank guarantees for the purpose of securing fulfillment of the Company’s obligations, with payment of a commission fee by the Company. Purchase and sale of foreign currency.

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Issue (obtaining) by JSC “Inter RAO” of overdraft loans, subject to the payment of interest on loans and commissions. Purchase and sale of derivatives (including currency swaps), the underlying asset under which is foreign currency. Interest swap transactions, subject to receipt and payment by the Company of periodic payments calculated using the floating and fixed interest rates.

The general list of banks – potential counterparties to the transactions is made based on the existing experience of cooperation with the entities of the Inter RAO Group and other electric power entities, considering effective contracts and agreements with JSC “Inter RAO”. At present the Company has established relations with more than 20 credit institutions. Operations are carried out within the limits for operations with financial institutions, established at JSC “Inter RAO”. When considering closing a transaction, the Company sends requests to potential counterparties and consolidates received indicative proposals.

After a comparative analysis of price offers, the Company selects a bank that offers the most favorable terms for a given transaction. When making its choice, the Company considers counterparties, with which transactions meet the criteria of related party transactions as well as counterparties, with which transactions do not meet such criteria.

Leading Russian banks, such as GPB (OJSC), OJSC "AB" RUSSIA "and Vnesheconombank, as well as their subsidiaries, have competitive prices and are able to provide the necessary services to the Company.

- Member of the Board of Directors of JSC "Inter RAO" V.A. Dmitriev is a Chairman of Vnesheconombank; member of the Board of Directors of JSC "Inter RAO" K.G. Seleznev is also a member of the Board of Directors of GPB (OJSC) and of "AB" RUSSIA " and the father of a Board member B.Yu. Kovalchuk – Yu.V. Kovalchuk owns more than 20 % voting shares of "AB" RUSSIA ".

Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors.

In accordance with Clause 7 of Article 83 and Article 77 of the Federal Law On Joint- Stock Companies, in case the Board of Directors approves a related party transaction, the cost of such transaction shall be subject to approval by the Board of Directors.

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Annual General Meeting of Shareholders is proposed to adopt the following resolution: 16.5. Approve the transactions between JSC “Inter RAO”, on the one hand, and GPB (OJSC), and/or JSB ROSSIYA JSC, and/or Vnesheconombank (each hereinafter individually referred to as the Counterparty), on the other hand, as related-party transactions (several associated transactions) that may be conducted in the future in the course of ordinary business of JSC “Inter RAO”, on the following terms (the terms shall be determined with respect to all transactions with each of the Counterparties, without restrictions to the total number of transactions with one or several (all) Counterparties, provided that the sum of the prices (money values) of assets or obligations under all simultaneously effective transactions, grouped below by transaction type in a separate paragraph and concluded with one of the Counterparties, does not exceed the figures specified in a corresponding paragraph): 16.5.1. Transactions on the opening of letters of credit (including uncovered ones) for a total amount of letter of credit of ten billion (10,000,000,000) rubles or its equivalent in US Dollars or Euro, subject to a commission fee at a maximum rate of 2% per annum in rubles/US Dollars/Euro, with a validity of each letter of credit of no more than ten (10) years.

16.5.2. Transactions under which JSC “Inter RAO” is provided by the Counterparties with services related to arrangement of electronic data transfer and electronic settlements systems supporting, inter alia, acceptance from the Counterparties or transfer to the Counterparties of electronic payment documents for carrying out debit operations on accounts, receipt of electronic statements of accounts, and other electronic document management, with services being paid at a corresponding Counterparty’s tariff rates effective at the time the services are provided and with a period of services of no more than 10 years.

16.5.3. Transactions related to placement of deposits (including with conversion) for a maximum amount of twenty billion (20,000,000,000) rubles or its equivalent in US Dollars or Euro, for a term of no more than ten (10) years, with interest paid to the Company at a minimum rate of 0.1% per annum in a corresponding currency.

16.5.4. Transactions under which the Counterparties open, subject to the terms determined by them, accounts of JSC “Inter RAO” and carry out operations on such accounts, and the Company pays remuneration for banking operations at a corresponding Counterparty’s tariff rates effective at the time of operations; agreements for authorizing the Counterparties to directly debit monetary funds from JSC “Inter RAO” accounts opened by such Counterparties; transactions related to maintaining on accounts opened for the Company by the Counterparties of a minimum balance of up to twenty billion (20,000,000,000) rubles or its equivalent in US Dollars or Euro, with interests paid by the Counterparty (Counterparties) to

176 the Company at a minimum interest rate of 0.1% per annum in a corresponding currency, for a term of no more than ten (10) years.

16.5.5. Transactions on issue of unrestricted number of bank guarantees for the purpose of securing fulfillment of the Company’s obligations for a total amount of all issued bank guarantees of up to forty billion (40,000,000,000) rubles or its equivalent in US Dollars or Euro, with the commission fee for the issue of bank guarantees paid by the Company at a maximum rate of 3.5% per annum in rubles/US Dollars/Euro, and with the validity of each bank guarantee of no more than ten (10) years.

16.5.6. Transactions on purchase and sale of foreign currency for a total amount of ten billion (10,000,000,000) rubles or its equivalent in US Dollars or Euro at the Company’s selling rate not below the rate set by the Bank of Russia as of the transaction date, and at the Company’s buying rate not above the rate set by the Bank of Russia as of the transaction date and multiplied by 1.1.

16.5.7. Transactions on issue (obtaining) by JSC “Inter RAO” of overdraft loans for a total amount of up to ten billion (10,000,000,000) rubles or its equivalent in US Dollars or Euro, provided that the loan period under each transaction is no more than ninety (90) days, the contract validity period is no more than two (2) years, and the interests and commissions on RUB loans are charged at a rate of no more than 11% per annum, on USD/EUR loans – at a rate calculated based at no more than LIBOR/EURIBOR + 7% per annum.

16.5.8. Transactions with derivatives of purchase and sale of foreign currency (including currency swaps) for a total amount of the underlying asset of ten billion (10,000,000,000) rubles or its equivalent in foreign currency for a term of no more than ten (10) years, at a rate not below the rate set by the Bank of Russia as of the transaction date in case of sale of foreign currency, and not above the rate set by the Bank of Russia as of the transaction date and multiplied by 1.1 in case of purchase of foreign currency.

16.5.9. Interest swap transactions, under which the Counterparty makes periodic payments to JSC “Inter RAO” at the MOSPRIME/LIBOR/EURIBOR rate, and JSC “Inter RAO” makes periodic payments to the Counterparty at a maximum rate of 10% per annum (for RUB interest swaps) and at a maximum rate of 5% per annum (for USD/EUR interest swaps), for a total amount of the underlying asset up to ten billion (10,000,000,000) rubles or its equivalent in US Dollars or Euro, for a term of no more than ten (10) years.

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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 The Inter RAO Group includes a number of foreign companies engaged in electricity trading.

RAO Nordic Oy (country of incorporation - Finland) is a 100% subsidiary of JSC "Inter RAO", in this connection, electric power purchase transactions between JSC “Inter RAO” and RAO Nordic Oy are recognized as relared-party transactions.

At present the Seller of electric power under effective Contract No. 02-246/2012-1 dated February 27, 2012, shall be JSC “Inter RAO”, the Buyer shall be RAO Nordic Oy. Delivery of electric power is performed under DAF the Russian-Finnish state frontier, by 400 kV overhead power transmission lines connecting the Vyborg sub-station (Russia) with the Yllikkala and Kymi sub-stations (Finland).

Due to the high volatility of Scandinavian Nord Pool market and Russian domestic electric power and capacity market, it was decided to foresee a mechanism where electric power is delivered based on the daily planning and agreement of the hourly prices and electric power delivery schedules, but below EUR 20/MWh (Clause 1.2.2 of effective Contract No. 02-246/2012-1 dated February 27, 2012).

Besides, according to effective Contract No. 02-246/2012-1 dated February 27, 2012, as per Clause 1.2.4 (Direct Trade) and Clause 1.2.5 (Additional Volumes), the price is determined with the use of ElSpot NordPool hourly prices for hours of the actual delivery of electric power per day of delivery, published on the NordPool official website www.nordpoolspot.com.

The price formula considers also transportation costs, including all payments charged by the Buyer’s Technical Contractor, namely: Finnish system operator Fingrid OYJ. Amounts of such payments are determined by Fingrid OYJ and are charged for import of the Russian electric power.

The foregoing contract also enables the Parties to deliver electric power at a fixed price. The Parties shall agree upon an electric power delivery period, capacity, the volume of the delivered electric power and a fixed price in a separate bilateral Agreement.

The subject of the transactions concluded shall be assets at a value equal to or below EUR 1,700 mln (RUB 82 bln at the Russian Central Bank’s rate as of February 18, 2014).

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In accordance with Art . 81 of the Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies" transactions proposed for consideration are recognized a related-party transactions on the grounds that : - Member of JSC “Inter RAO” Management Board K. V. Tsurkan, simultaneously acting as the Chairman of RAO Nordic Oy Management Board. - Member of JSC “Inter RAO” Management Board I. I. Mirsiyapov, simultaneously acting as a member of RAO Nordic Oy Management Board. - Member of JSC “Inter RAO” Management Board D. N. Palunin, simultaneously acting as a member of RAO Nordic Oy Management Board. Pursuant to Clause 3 of Article 49 of the Law On Joint-Stock Companies, resolutions of the General Meeting of Shareholders on the approval of related party transactions shall be adopted only at the suggestion of the Board of Directors. In accordance with Clause 7 of Article 83 and Article 77 of the Federal Law On Joint- Stock Companies, in case the Board of Directors approves a related party transaction, the cost of such transaction shall be subject to approval by the Board of Directors. Recommendations to the Annual General Meeting of Shareholders to approve the said transactions have been provided by the Board of Directors on April 7, 2014 at the meeting held in person (Minutes #112), also the price was determined (monetary value) of services and obligations under the mentioned above transactions.

Annual General Meeting of Shareholders is proposed to adopt the following resolution: 16.6. Approve 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 on the following material terms:

16.6.1. The Parties to the transactions:

JSC “Inter RAO”: the Seller;

RAO Nordic Oy: the Buyer.

16.6.2. The subject of the transactions: the Seller shall transmit (deliver) electric power from Russia to Finland, and the Buyer shall accept it and pay for it.

16.6.3. The period of the electric power delivery: January 1, 2015 to December 31, 2017.

16.6.4. The quantity of the electric power to be delivered: up to eighteen million (18,000,000) MWh.

16.6.5. The electric power price shall be determined:

● According to the formula:

PIRAO= 0.981*Psi – PTC (EUR/MWh), where:

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PIRAO– the price paid by the Buyer to the Seller per hour of delivery, EUR/MWh;

Psi – Elspot (NordPool) hourly price for Finland (Helsinki) for hours of the actual delivery of electric power per given day of delivery, EUR/MWh;

PTC – transportation costs;

● Based on the daily planning and agreement of the hourly prices and electric power delivery schedules, at EUR 20/MWh minimum;

● As a fixed value for a period agreed between the Parties.

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 The Inter RAO Group includes a number of foreign companies engaged in electricity trading. AB «INTER RAO Lietuva» (country of incorporation - the Republic of Lithuania) is a 100% subsidiary of JSC "Inter RAO", in this connection, electric power purchase transactions between JSC “Inter RAO” and the Republic of Lithuania are recognized as relared-party transactions. AB “INTER RAO Lietuva” is a subsidiary of RAO Nordic Oy (51% of shares); therefore, the electric power purchase transactions between JSC “Inter RAO” and AB “INTER RAO Lietuva” shall be related-party transactions. AB “INTER RAO Lietuva” is the single Russian electric power operator in the Baltic states through which JSC “Inter RAO” sells electric power in the Baltic region; the company holds an independent supplier license, and a permit for import/export of electric power in the Baltic states. By now JSC “Inter RAO” and AB “INTER RAO Lietuva” have signed long-term contracts on delivery of electric powers to/from the Baltic states until 2020, a contract on delivery of electric power from electric power systems of the Baltic states to UES of Russia in case of emergency aid, a contract on delivery of electric power from UES of Russia to electric power systems of the Baltic states in case of emergency aid, and contracts on delivery of electric power for securing malfunctioning in the parallel operation of UES of Russia and electric power systems of the Baltic states. AB «INTER RAO Lietuva» is positioned as a serious, stable and experienced player, having trade relations and contract basis with independent suppliers and consumers of electricity in Lithuania, Latvia and Estonia. Joint action JSC "Inter RAO" and AB «INTER RAO Lietuva» allow to react quickly to volatile situation ADEM and the actions of third parties (Belarus and Ukraine). Since early 2010, the built up trade relations with leading companies in Lithuania, Latvia, Estonia and Belarus , in the region have assisted to create a unique portfolio of electricity trade. In this regard, in order to preserve and develop trade relations with the said subsidiary in 2014 JSC "Inter RAO" intends to supply electricity in the indicative amount of up to 6.5 billion kWh, with contract extension, and with a the possibility of conclusion the new ones. Performance guarantee of the obligations of JSC "Inter RAO" under such contracts is its status

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of wholesale electricity (capacity) of the Russian Federation and purchasing the electricity for the purpose of export in the amount necessary to fulfill these obligations. Price on purchase and sale of electricity to be concluded in the delivery period, calculated as follows Tssdel euro : Tssdel =Vel * Tsel = 6 500 000 * 50 = 325 000 000.00 (1), wherein

Vel - quantity of electricity supplied (predictive value , adopted on the basis of possible balance of generation and consumption of electricity in the Baltic countries and bandwidth interstate sections) MWh ;

Tsel - forecast weighted average price of the purchase and sale of electric energy at the appropriate energy market on the date of such transaction , customs fees and costs for services infrastructure organizations and the market rate of return trader, Euro / MWh

In transactions Parties shall be guided by regulations of the Russian Federation and the legislative acts of the country of incorporation relevant party to the transaction , set out the mandatory requirements for the content of contracts of the purchase and sale of electricity , as well as to the customs and tax rates.

- Member of JSC “Inter RAO” Management Board K. V. Tsurkan, simultaneously acting as the Chairman of AB «INTER RAO Lietuva» Management Board.

- Members of JSC “Inter RAO” Management Board I. I. Mirsiyapov and D. N. Palunin, simultaneously acting as a member of the Management Board of AB «INTER RAO Lietuva».

- Member of JSC “Inter RAO” Management Board simultaneously acting as a member of the Supervisory Board of AB «INTER RAO Lietuva».

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

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16.7. Approve 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 to be executed on the following material terms:

16.7.1. The Parties to the transactions:

JSC “Inter RAO”: the Seller or the Buyer; AB “INTER RAO Lietuva”: the Buyer or the Seller.

16.7.2. The subject of the transactions: the Seller shall transmit (deliver) electric power to the Buyer, and the Buyer shall accept it and pay for it.

16.7.3. The quantity of the electric power to be delivered: up to 5.5 bln kWh;

16.7.4. The period of the electric power delivery: from January 1, 2015, to December 31, 2015 (the Delivery Period).

16.7.5. The electric power price shall be determined based on the weighted average (estimated) purchase/sale price of electric power on a corresponding power market as of the date of the transaction, customs fees and costs of services of infrastructure organizations, for purposes of ensuring the mandatory delivery profitability conditions, and shall be agreed for a year and/or month and/or hour period.

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