1. Government support
30 September 2016 year

2. Shareholder Structure
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 October 2016
39.63% other parties
60.37% direct and indirect stake of the Russian government(1)
43.8% other parties
56.2% indirect stake of the Russian government(1)
48.88% other parties
51.12% indirect stake of the Russian government(1)
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)
Russian State
14.79%
FGC UES
Group 18.57%
Minorities 14.72%
Treasury
Shares 10.72%
Minorities 28.91%
Rosatom Group
13.42%
RusHydro Group
4.92%(2)
VEB 5.45%
Norilsk Nickel
Group 14.19%
FGC UES Group
19.95%
Inter RAO
Capital %
Rosneftegaz
1.48%(2)
Rosneftegaz Group
27.63%
RusHydro Group
5.28%
Number of ordinary shares (units): 9,716 bn
Number of ordinary shares (units): 10,440 bn
Number of ordinary shares (units): 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 Rosneft Group
Government support

3. Non-executive/ Independent role Government Representative
Board of Directors
Strong Russian Government Representation in INTER RAO’s Board
Name
Executive/
Non-executive/ Independent role
Position
Government Representative
Igor Sechin
Non-executive
Chairman of the Board of Inter RAO / Chief Executive Officer, Chairman of the Management Board, Deputy Chairman of the Board of Directors of Rosneft
Formal representative of the Russian Government
Dmitry Shugaev
Independent
Deputy Chairman of the Board of Inter RAO / Deputy CEO of Russian Technologies State corporation
Not a government representative
Boris Ayuyev
Chairman of the Management Board of SO UES
Andrei Bugrov
Senior vice-president, PJSC Mining and Metallurgical Company Norilsk Nickel
Denis Fedorov
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
Anatoly Gavrilenko
Chief Executive Officer, Leader CJSC
Boris Kovalchuk
Executive
Chairman of the Management Board of PJSC Inter RAO
Aleksandr Lokshin
First Deputy Director General for Operations Management
Andrei Murov
Chairman of the Management Board, PJSC FCG UES
Ronald James Pollett
Vice President GE,
President and CEO of GE in Russia and CIS
Elena Sapozhnikova
Chief Operations Officer of UCP Group
Government support

4. Company Overview INTER RAO’s Governance Bodies
General Shareholders’ Meeting
Board of Directors
5 members 1
Executive directors
11 members 6
Independent directors 4
Non-executive directors
Revision Commission
Audit
Committee
HR and Compensation
Committee
Strategy and Investments Committee
3 members
3 members
9 members
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 compensation-related matters
Evaluation of candidates for positions in the governance bodies
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
Chairman of the Management Board
Management Board
9 members
Government support