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Proxy Materials Reference Materials for the Annual General Meeting of Shareholders 2021 Contents: NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS .................................................. 3 DETAILS OF THE VOTING PROCEDURE AT THE GENERAL MEETING OF THE COMPANY'S SHAREHOLDERS 8 RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND THE PROCEDURE FOR VOTING ON THE AGENDA ITEMS OF THE MEETING ......................................................................................................... 9 1. Approval of the Company's annual report ........................................................................................ 12 2. Approval of the annual accounting (financial) statements of the Company .................................. 13 3. The distribution of the profit (including the payment (declaration) of dividends) and the loss of PJSС Inter RAO based on the results of the 2020 reporting year ....................................................................... 17 4. Approval of a revised version of the Regulation on the Board of Directors of the Company ...... 25 5. On the payment of remuneration to the members of the Company's Board of Directors .......... 130 6. Payment of remuneration to the members of the Company's Revision Commission ................. 132 7. Election of the members of the Company's Board of Directors .................................................... 134 8. Election of the members of the Company's Revision Commission ............................................... 190 9. Approval of the Company’s auditor................................................................................................. 192 2 Reference Materials for the Annual General Meeting of Shareholders 2021 NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Public Joint-Stock Company Inter RAO UES Location: Moscow, Russian Federation Dear shareholders, Public Joint-Stock Company Inter RAO UES (hereinafter also referred to as PJSC Inter RAO or the Company) hereby notifies you that the annual General Meeting of the Company's Shareholders (hereinafter also referred to as the Meeting) shall be held on May 25, 2021, in the form of absentee voting with the following agenda: 1. Approval of the Company's annual report. 2. Approval of the annual accounting (financial) statements of the Company. 3. Distribution of the profit (including payment (declaration) of dividends) and loss of PJSС Inter RAO based on the results of the 2020 reporting year. 4. Approval of the revised version of the Regulation on the Board of Directors of the Company. 5. Payment of remuneration to members of the Board of Directors of the Company. 6. Payment of remuneration to members of the Revision Commission of the Company. 7. Election of members of the Board of Directors of the Company. 8. Election of members of the Revision Commission of the Company. 9. Approval of the auditor of the Company. The aforesaid items have been included in the agenda of the Meeting by the proposal of the Board of Directors. Candidates for the Board of Directors were included by nomination of the Company's shareholders: JSC ROSNEFTEGAZ, PJSC FGC UES and CJSC Leader, and by nomination of the Board of Directors. Candidates for the Revision Commission were included at the suggestion of JSC ROSNEFTEGAZ, PJSC FGC UES and the Board of Directors. The owners of the Company's ordinary registered shares are entitled to vote on all the agenda items of the annual General Meeting of Shareholders, except for the limitations established by law. Date of the determination (recording) of the persons entitled to participate in the Meeting: April 30, 2021. The persons entitled to participate in the annual General Meeting of the Company's Shareholders may review the information (materials) provided in preparation for the Meeting during the period from May 5, 2021, through May 25, 2021, except for weekends and holidays, from 10:00 am to 5:00 pm at the following addresses: - 23 Pravdy St., Bldg. 10, Moscow, Russian Federation, JSC VTB Registrar; - 27 Bolshaya Pirogovskaya St., Building 2, Moscow, Russian Federation, PJSC Inter RAO, and, starting from April 24, 2021, on the Company's Internet website at: http://www.interrao.ru/agm2021/, as well as through electronic services provided by JSC VTB Registrar (personal account of the shareholder, Quorum mobile application) and Non-Bank Credit Organization Joint Stock Company National Settlement Depository (“E-voting”). 3 Reference Materials for the Annual General Meeting of Shareholders 2021 In preparation for the Meeting, the Company will maintain telephone channels (a hotline) for communication with shareholders: 8 (495) 710-89-83; 8-800-700-03-70. There is also a special e-mail address established for communication with the Company's shareholders: [email protected] and a web forum on the agenda items of the meeting on the Company's website at: https://www.interrao.ru/investors/meetings/2021/ Completed voting ballots may be sent to the following postal addresses: - JSC VTB Registrar, P.O. box 54, Moscow, 127137; - 27 Bolshaya Pirogovskaya St., Bldg 2, Moscow, 119435, Russian Federation, PJSC “Inter RAO”. Persons entitled to participate in the Meeting (hereinafter referred to as shareholders) shall be provided with the opportunity to fill out an electronic voting ballot form on the Company's Internet website at: http://www.interrao.ru/agm2021/ (via electronic services provided by Joint Stock Company VTB Registrar (hereinafter referred to as JSC VTB Registrar) (personal account of the shareholder, Quorum mobile application) and Non-Bank Credit Organization Joint Stock Company National Settlement Depository (hereinafter referred to as NCO JSC NSD ("E-voting"))). Shareholders wishing to exercise their right to vote at the Meeting by filling out an electronic ballot form using the electronic services of JSC VTB Registrar (shareholder personal account, Quorum mobile application) must: - use the one-time login and password specified in the voting ballot (valid only for this meeting) to log into the electronic services; - if he/she has no voting ballot, obtain access (if he/she does not already have it) to the appropriate electronic service, the procedure for connecting to which is set out at the following Internet address: https://www.interrao.ru/investors/lk/. If, after registering in the electronic service of JSC VTB Registrar, the shareholder does not see the section devoted to the Meeting, such shareholder can leave a voting instruction or wait for the relevant nominee holder to provide information about it. Technical support service of VTB JSC Registrar for electronic voting: +7 (495) 640-1- 112, [email protected]. Shareholder's Personal Account "Quorum" Mobile app 4 Reference Materials for the Annual General Meeting of Shareholders 2021 Shareholders wishing to exercise their right to vote at the Meeting by filling out an electronic ballot form using the electronic services of NCO JSC NSD must register in NCO JSC NSD's service (“E-voting”) on its website www.e-vote.ru. To register, the shareholder must have a confirmed account on the Unified Portal of Public Services (https://www.gosuslugi.ru). If he/she does not have a confirmed account on the Unified Portal of Public Services, if the nominee holder has provided information about its clients to the Company's registrar, JSC VTB Registrar, use the electronic service of NCO JSC NSD (“E- voting”) with a one-time login and password, which can be obtained in person at JSC VTB Registrar's office, or register directly in the electronic service of JSC VTB Registrar and vote as described above. Technical support service of NCO JSC NSD for electronic voting: +7 (495) 232-02-73, [email protected]. Persons exercising their rights under securities, provided that their rights to the securities are recorded by a nominal holder, a foreign nominal holder, or a foreign institution entitled under its governing law to record and transfer rights to securities, may also take part in the annual General Meeting of Shareholders and exercise their voting rights in the manner established by Article 8.9 of the Federal Law "On the Securities Market" by electronic means via the depository accounting system, if their nominal holders offer such a service (e-proxy voting). In determining a quorum and counting the votes at the annual General Meeting of the Company's Shareholders, only the votes in the voting ballots received or completed in electronic form before May 24, 2021, will be taken into account. In order to ensure the rights of shareholders to remote access to the Meeting in accordance with cl. 1.1.3 and 1.1.6 of the Corporate Governance Code, recommended for use by letter of the Bank of Russia No. 06-52/2463 dated April 10, 2014, on May 21, 2021, reports on the agenda of the Meeting will be broadcast using information and communication technologies. The broadcast of the reports will be available on the Internet at: http://www.interrao.ru/agm2021/ through electronic services provided by JSC VTB Registrar (personal account of the shareholder, Quorum mobile application) and NCO JSC NSD ("E- voting"). The broadcast can be accessed in the same manner as access to electronic voting. The broadcast of the reports starts at 10:00 am (Moscow time). The broadcast will take place with simultaneous translation into English. After the reports, shareholders will be provided with answers to their questions. The question must contain the last name, first name and patronymic of the shareholder, his/her e- mail address and consent to the processing of personal data.
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