Government support

30 June 2017 year State support Strategically Important Asset for the Russian Government

Key Highlights

. Inter RAO is strategically important for the national economy and energy security . The Company is the only entity responsible for the national power export and import . The Russian government demonstrated its support of Inter RAO: transfer of non-privatized stakes in state-owned Russian utilities (via May 2011 additional share issue), RUB 21bn equity injection through VEB, facilitating access to liquidity at short notice, provision of subsidies for fuel purchases (TGK-11) and guarantees in relation to international investment projects . Group Rosneftegas has increased its stake in Inter RAO to 27.63% as a result of the acquisition shares of the State. This transaction doesn’t change effective control of the State . In October 2014 Inter RAO exercised its call option, buying 5.07% of its own stock from VEB for RUB 31.4 bn. . 05/11/2015 under the Program of support of investment programs to be implemented on the territory of the Russian Federation on the basis of the project financing (Governmental Decree № 1044 dated 11/10/2014) a facility agreement with PJSC “Sberbank” was concluded against the state guarantee of the Russian Federation. The debt funds have been raised with a view to finance the project for construction of 440 MW CCGT unit of Zatonskaya TPP that was selected amongst other projects by the Interministerial Committee on project financing under the Ministry of economic development of the Russian Federation on 21/10/2015. Implementation of the Project under the Program will allow to improve its efficiency as a result of raising credit resources at reduced rates.

Shareholder Structure

As of July 2012 As of June 2014 As of February 2017 60.37% 56.2% 51.12% 39.63% direct and indirect stake of 43.8% indirect stake of the Russian 48.88% indirect stake of the Russian other parties the Russian government(1) other parties government(1) other parties government(1)

Russian State Rosneftegaz Group FGC UES Minorities 16.64% Minorities 14.72% 14.79% 27.63% Group 18.57% Minorities 28.91% Treasury Rosatom Group Treasury Shares RusHydro Group Shares 10.72% 13.42% 13.93% 4.92%(2)

VEB 5.45% Norilsk Nickel Group 13.21% Group 14.19% FGC UES Group FGC UES Inter RAO 19.95% Group 18.57% Rosneftegaz Capital 19.98% Rosneftegaz Group RusHydro Group 27.63% 1.48%(2) RusHydro Group VEB 5.11% 5.28% 4.92%(2)

Number of ordinary shares (units): 9,716 bn Number of ordinary shares (units): 10,440 bn Number of ordinary shares (units): 104.4 bn

______Notes: (1) Indirect government’s stake is calculated as the sum of the stakes of the entities controlled by the Government (2) Including ownership of Group 2 GovernmentTOPIC OF THE PRESENTATION support Board of Directors

Strong Russian Government Representation in INTER RAO’s Board

Executive/ Name Non-executive/ Position Government Representative Independent role Chairman of the Board of Inter RAO / Chief Executive Officer, Formal representative of the Russian Non-executive Chairman of the Management Board, Deputy Chairman of the Board Government of Directors of Rosneft

Deputy Chairman of the Board of Inter RAO / CEO of Federal Dmitry Shugaev Non-executive Not a government representative Service For Military-Technical Cooperation

Boris Ayuyev Non-executive Chairman of the Management Board, SO UPS, JSC Not a government representative

Senior vice-president, PJSC Mining and Metallurgical Company Andrei Bugrov Independent Not a government representative Norilsk Nickel

Head of the Directorate for Power Sector Development and Marketing in Power Generation, OJSC, General Director of Denis Fedorov Non-executive Not a government representative OJSC Tsentrenergoholding, General Director of Gazprom energoholding LLC

Anatoly Gavrilenko Non-executive Chief Executive Officer, Leader CJSC Not a government representative

Formal representative of the Russian Boris Kovalchuk Executive Chairman of the Management Board of PJSC Inter RAO Government

First Deputy Director General for Operations Management, State Aleksandr Lokshin Independent Not a government representative Atomic Energy Corporation Rosatom

Andrei Murov Non-executive Chairman of the Management Board, PJSC FCG UES Not a government representative

Vice President GE, Ronald James Pollett Independent Not a government representative President and CEO of GE in and CIS

Elena Sapozhnikova Independent Partner, UCP Group Not a government representative

3 GovernmentTOPIC OF THE PRESENTATION support Company Overview INTER RAO’s Governance Bodies

General Shareholders’ Meeting

Board of Directors

1 Executive directors

5 5 members 11 members 4 Independent directors

6 Non-executive directors

Audit HR and Compensation Strategy and Investments Committee Committee Committee 4 members 3 members 11 members

• Examination of the Company’s • Preliminary consideration of • Preliminary consideration of matters financial statements compensation-related matters relating to the strategy, investments, • Evaluation of potential auditors and • Evaluation of candidates for business plans, significant deals, Inter recommendations on auditor’s positions in the governance RAO’s interests in other entities, the Company’s share issues Revision Commission Revision appointment bodies • Examination of reports from the Internal audit department and the internal control and risk management department

Chairman of the Management Board Management Board 10 members 4 GovernmentTOPIC OF THE PRESENTATION support