Government support 31 December 2015 year. 2 TOPIC OF THE PRESENTATION Government support Shareholder Structure Key Highlights  Inter RAO is strategically.

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Presentation transcript:

Government support 31 December 2015 year

2 TOPIC OF THE PRESENTATION Government support Shareholder Structure 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 % direct and indirect stake of the Russian government (1) 39.63% other parties ____________________ 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 Rosneft Group Minorities 14.72% Russian State 14.79% Rosatom Group 13.42% FGC UES Group 19.95% VEB 5.45% Treasury Shares 10.72% Norilsk Nickel Group 14.19% Rosneftegaz 1.48% (2) State support Strategically Important Asset for the Russian Government As of July 2012 RusHydro Group 5.28% Number of ordinary shares (units): 9,716 bn 56.2% indirect stake of the Russian government (1) 43.8% other parties As of June 2014 Minorities 16.64% Rosneftegaz Group 27.63% FGC UES Group 18.57% VEB 5.11% Treasury Shares 13.93% Norilsk Nickel Group 13.21% RusHydro Group 4.92% (2) Number of ordinary shares (units): 10,440 bn As of December % indirect stake of the Russian government (1) 48.88% other parties Rosneftegaz Group 27.63% Treasury Shares 18.98% Minorities 29.91% RusHydro Group 4.92% (2) FGC UES Group 18.57% Number of ordinary shares (units): bn

3 TOPIC OF THE PRESENTATION Government support Name Executive/ Non-executive/ Independent role PositionGovernment Representative Igor SechinNon-executive Chairman of the Board of Inter RAO / President, Chairman of the Management Board of PJSC Oil Company Rosneft Formal representative of the Russian Government Dmitry ShugaevIndependent Deputy Chairman of the Board of Inter RAO / Deputy CEO of Russian Technologies State corporation Not a government representative Andrei BugrovIndependentVice President, PJSC Mining and Metallurgical Company Norilsk NickelNot a government representative Denis FedorovNon-executive Head of the Directorate for Power Sector Development and Marketing in Power Generation, Gazprom OJSC, General Director of OJSC Tsentrenergoholding, General Director of Gazprom energoholding LLC Not a government representative Anatoly GavrilenkoIndependentChief Executive Officer, Leader CJSCNot a government representative Boris KovalchukExecutiveChairman of the Management Board of PJSC Inter RAO Formal representative of the Russian Government Aleksandr LokshinIndependentFirst Deputy Director General for Operations ManagementNot a government representative Andrei MurovNon-executiveChairman of the Management Board, PJSC FCG UESNot a government representative Ronald James PollettIndependent Vice President GE, President and CEO of GE in Russia and CIS Not a government representative Nikolai RogalyovIndependentChancellor of Moscow Power Engineering InstituteNot a government representative Pavel SnikkarsNon-executive Director of Electric Energy Development Department with the Ministry of Energy of the Russian Federation Not a government representative Board of Directors Strong Russian Government Representation in INTER RAO’s Board Formal government representatives

4 TOPIC OF THE PRESENTATION Government support 1 Company Overview INTER RAO’s Governance Bodies Board of Directors Audit Committee HR and Compensation Committee Strategy and Investments Committee 11 members 3 members Management Board Chairman of the Management Board Executive directors 6 Independent directors Examination of the Company’s financial statements Evaluation of potential auditors and recommendations on auditor’s appointment Examination of reports from the Internal audit department and the internal control and risk management department Preliminary consideration of matters relating to the strategy, investments, business plans, significant deals, Inter RAO’s interests in other entities, the Company’s share issues Preliminary consideration of compensation-related matters Evaluation of candidates for positions in the governance bodies 9 members Based on the independence criteria as per the Provision on the Board of Directors approved by the annual general shareholders’ meeting on members 8 members Revision Commission 5 members General Shareholders’ Meeting 4 Non-executive directors