INTER RAO UES Generating Assets Target Shareholding Structure

INTER RAO UES Generating Assets: Target Shareholding Structure March, 16 2012

1. Strategy recap and update

INTER RAO at a Glance A Leading Russian Power Company Diversified Group Structure § Diversified power holding involved in electricity/heat generation and supply, export/import of electricity and engineering § Operates and manages 27 thermal, 2 hydro power plants and 1 wind power farm Domestic Generation § Total installed electricity capacity of 29 GW and electricity output of 117 TWh⁽¹⁾ in 2011 § INTER RAO – Electrogeneration § Leading Russian export-import operator accounting for 97% of Russian electricity export in 2011 (100%) § OGK-1 (75%) § Operations in over 14 countries, including Russia, Belarus, Lithuania, Georgia, Armenia, Kazakhstan, Tajikistan, Moldova, and Finland § RAO Nordic Oy (Finland) Supply § 9 supply companies § Customer base: § Kazenergoresurs (Kazakhstan) § 314 thousand legal entities and 9. 8 § OGK-3 (82%) § TGR Enerji (Turkey) million residential § TGK-11 (68%) § INTER RAO Lietuva customers International § Generation: § 2 Hydro PP - 0. 2 GW § 4 Thermal PP - 5. 2 GW § 1 wind power farm - 0. 03 GW § Distribution § c. 34 ths. km of power lines (Georgia, Armenia) (the Baltics) § Listed on RTS and MICEX (List A 1), MCAP (2) of $11. 1 bn. Shares are included into MSCI Large Caps Index (0, 56%) (2). GDRs admitted to LSE trading Ownership Structure Free-float 13. 02% Trading Engineering § Quartz Group § JV with Worley Parsons § JV with Rosatom § JV with GE § EMAlliance Engineering Broad Geographical Coverage FGC 19. 95% INTER RAO UES Generation Assets Supply Assets Treasure shares 12. 54% Distribution Assets Countries with trading presence (3) Rosneft 1. 36% State 14. 79% Rus. Hydro 5. 28% VEB 5. 45% Norilsk Nickel 14. 19% Rosatom 13. 42% _____________________________________ (1) Not included Armenian NPP electricity output; (2) As of March, 12 2012; (3) Russian State is represented by Russian Federal State Property Management Agency; 3

Strategic Development Strategic Objectives Strategic Steps and Priorities Key Targets § Organic growth through construction of new electricity generation capacity in Russia § Shareholder value creation § Selective expansion into target foreign § Leadership in Russian power sector § Expansion of presence and operations abroad § Leadership in innovations and energy efficiency markets § Improvement of efficiency and modernization of existing assets § Integration of core assets in electricity generation and supply § Efficient management of minority stakes § Ensuring safety of Russian power supply in the asset portfolio § Ensuring visibility into shareholder structure and stock performance Key milestones 2012 - 2013 2015 - 2017 n Reorganization of INTER RAO to convert minorities of OGK-1 and OGK-3 into INTER RAO shares n Potential privatization of state-owned stake in INTER RAO as envisaged by Russian government privatization programme (until 2017) n International Credit Rating assessment n Potential international SPO with full London listing envisaged 4

Minority Stakes Disposal Portfolio of Minority Stakes(1) Value-Creative Management § Minority participations are split into two categories with respective agreed strategies for each: § Significant minority stakes (5 -50%): 1. Obtaining control 2. Swap transactions to acquire core assets 3. Creation of JVs § Small minority stakes (<5%): 1. Monetization to raise financing for the Group 2. Swap transactions to acquire core assets Progress to Date § Irkutskenergo: Bo. D resolution to swap for Rus. Hydro § RAO ES of Far East: Swapped for Rus. Hydro (0, 2%) § OGK-6: Sold 3. 47% in September 2011 (RUB 1, 571 m raised under a buyout). Remaining OGK-6 shares converted into OGK-2 shares § OGK-2: Sold 0. 62% in September 2011 (RUB 347 m raised under a buy-out) § Kuban Supply Company: Sold 26. 26% in September 2011 (RUB 850 m) § Kuban Generation Company: Sold 26. 26% in December 2011 (RUB 450 m) § Tomskenergoremont: Sold 25. 88% in December 2011 (RUB 150 m) § E. ON Russia: Sold 3. 26% in January 2012 (RUB 4, 830 m) § FSK EES: Sold to IRAO Capital for further swap with FSK EES § Fortum: Swapped for shares in PSK (31, 01%) ___________ (1) As of March, 12 2012; § Enel OGK-5: Signed agreement for sale 26. 43% Stakes being disposed / disposed 5

Consolidation of Generating Assets by Inter. RAO 75% 82% • OGK-1 comprises of 6 thermal power plants with total installed capacity of 9, 861 MW and 2, 398 Gcal per hour • • OGK-3 owns 6 thermal power plants with total installed capacity of 8, 357 MW and 1, 768 Gcal per hour 100% of the Company’s generating capacities are located in the First price zone (Europe and Urals region) - in Russia’s most power-deficient regions with high electricity consumption growth outlook • 69% of the Company’s generating assets are located in the First price zone (Europe and Urals region), 18% - in the Second price zone (Siberia) with the remaining 13% located in non-price zones The Company owns modern and efficient generating capacities. Average fuel consumption rate amounted to 328. 6 g/k. Wh in 2011 • • Average fuel consumption rate in 2011 equaled 345. 1 g/k. Wh Gas constitutes up to 93% share of the Company’s fuel balance, coal – 7% • • The Company’s key gas suppliers are Novatek and ТНК-ВР OGK-3 has a diversified fuel balance split into gas (56%) and coal (33%), which makes the Company less vulnerable to gas price growth rates • Current Company’s investment program implies launching 1, 680 MW of installed capacity in 20112015 #% OAO «Bashkirenergo» (generating assets) OAO «OGK-3» OAO «OGK-1» • 27% • The Company’s gas suppliers: Novatek and Gazprom • According to the Company's current investment program 2, 265 MW of installed capacity is planned for launch in 2011 -2015 - Inter RAO ownership 6 • Bashkirenergo assets include 1 TPP (Karmanovskaya TPP), 10 CHPPs (including Zauralskaya gas-piston plant), 5 gas-turbine units and 9 HPPs (including 7 small-size plants) • The total installed electric and heat capacity amounts to 4, 926 MW and 13, 035 Gcal per hour • 100% of the Company’s generating assets are located in the First price zone (Europe and Urals region) • Bashkirenergo sells its capacity in the Urals free flow capacity zone (does not fall under any capacity price caps) • Average fuel consumption rate amounted to 320 g/k. Wh in 2011 • Gas constitutes up to 97% share of the Company’s fuel balance

2. Transaction Details

Transaction Overview Short overview Consolidation of certain generating assets by OAO “INTER RAO UES” implies obtaining 100% ownership in OAO "OGK-1”, OAO “OGK-3” and OAO “Bashenergoaktiv”⁽¹⁾ All minority shareholders of OAO “OGK-1”, OAO “OGK-3”, OAO “Bashenergoaktiv” will be granted an opportunity to convert their shares into OAO “INTER RAO UES” stakes (INTER RAO share capital will increase by 9, 56%⁽²⁾) The Transaction is expected to be closed in 4 Q 2012 Share swap coefficients of OAO “OGK-1”, OAO “OGK-3” and OAO “Bashenergoaktiv” into the shares of OAO “INTER RAO UES” has been approved by INTER RAO’s Board of Directors. Consortium of investment banks (comprised of Troika Dialog and Morgan Stanley) has provided an opinion that share swap coefficients for each of the companies fall within the range of fair conversion ratios from a financial point of view Benefits for minority shareholders from transaction : § Optimized shareholder structure and wider free float will increase the level of investors’ interest in OAO “INTER RAO UES” shares supporting company’s market capitalization § Obtaining transparent shareholding structure of the generating assets § Liquidation of uncertainty in respect to company’s shareholder structure as well as management decisions of the controlling shareholder § Unique opportunity to convert minority interest in the assets with limited liquidity into one of the blue-chips in the Russian energy sector (1) Hera and hereafter, considering preliminary conception of reorganization scheme and that it will be approved by authorized bodies of JSC «Bashkirenrgo» and JSC «AFK Sistema» (2) OAO “Bashenergoaktiv” is a generating company which is to be established as the result of OAO “Bashkirenergo” reorganization via a split of the parent company into two subsidiaries (reflecting generating and transmission businesses) (3) Assuming that all minority shareholders will convert their shares

Transaction Structure: Consolidation of 100% in OGK-1 and OGK-3 Spin-off of OGK-1’ and OGK-3’ followed by a merger with INTER RAO – Electro. Generation State and stateowned Companies Merger of OGK-1 and OGK-3 with INTER RAO State and stateowned Companies INTER RAO minorities >50% <50% OGK-1/OGK-3 minorities INTER RAO Electro. Generation 75%/82% Spin-off of 100% subsidiaries with the following merger OGK-1/OGK-3 2. 3. 4. OGK-1 and OGK-3 are reorganized via a merger with INTER RAO along with a conversion of OGK-1 and OGK-3 minority stakes into INTER RAO shares; Shareholders who have voted against the transaction can demand buy-out of their stakes, however the total consideration is capped by 10% of net assets of the corresponding companies As of 30/09/2011, net assets value of INTER RAO equals to 46, 049 mln RUB, OGK-1 – 5, 896 mln RUB, OGK-3 – 9, 021 mln RUB 100% INTER RAO Electro. Generation >50% Overview OGK-1 and OGK-3 are reorganized via a spin-off of two 100% subsidiaries (OGK-1’ and OGK-3’, respectively) with all the assets and liabilities to be transferred to OGK-1’ and OGK-3’ property, accompanied by an immediate merger of the subsidiaries with INTER RAO-Electrogeneraciya; <50% INTER RAO OGK-1’/OGK-3’ 25%/18% OGK-1’/OGK-3’ 1. >50% OGK shares conversion into INTER RAO 75%/82% INTER RAO, OGK-1, OGK-3 minorities <50% INTER RAO OGK-1/OGK-3 minorities OGK-1/OGK-3 State and state -owned Companies <50% Merger 25%/18% INTER RAO minorities >50% 100% INTER RAO Target shareholding structure INTER RAO Electro. Generation OGK-1’/OGK-3’ Corporate actions* n OGK-1/OGK-3 General Shareholder Meeting: o Decision on the reorganization of OGK-1/OGK-3 via a spin-off of OGK-1’/OGK-3’ with immediate merger of the companies with INTER RAO- Electrogeneraciya; o Decision on OGK-1/OGK-3 reorganization via a merger with INTER RAO n INTER RAO General Shareholder Meeting : o Decision on the reorganization of INTER RAO via a merger with OGK-1/ OGK-3 o Decision on the increase of INTER RAO share capital n INTER RAO –Electrogeneraciya: o Decision on the reorganization of INTER RAO – Electrogeneraciya via a merger with OGK-1’/OGK-3’ o Decision on the increase of INTER RAO – Electrogeneraciya share capital (*) Corporate decisions of all the Parties of the Transaction will be scheduled in parallel

Transaction Structure: Bashkirenergo Reorganisation and Consolidation of 100% in Bashenergoaktiv Reorganization of Bashkirenergo via a disproportionate split of the parent company into Bash. Gridco and Bashenergoaktiv 26% OJSC “Bashkirenergo” Generation Grids 25% Others State and stateowned companies [Bashenergoaktiv] minorities Minorities <50% State and stateowned companies INTER RAO and Bashenergoaktiv minorities >50% INTER RAO minorities >50% Bashenergoaktiv shares conversion into INTER RAO Target shareholding structure <50% INTER RAO 75%+ INTER RAO Merger OJSC «Bashkirenergo» Reorganization via splitting with an immediate merger with INTER RAO Minorities 49% Merger of Bashenergoaktiv with INTER RAO 100% 25%Bashenergoaktiv Overview 1. 2. Bashenergoaktiv Bash. Gridco OAO “Bashkirenergo” is reorganized via a split into a generating company (Bashenergoaktiv) and a transmission company with an immediate merger of Bashenergoaktiv with INTER RAO. As the result of the transaction Bashenergoaktiv minority shareholders convert their shares into INTER RAO stakes Shareholders who have voted against the transaction can demand buy-out of their stakes however the total consideration is capped by 10% of Bashenergoaktiv net assets Corporate actions* n INTER RAO General Shareholder Meeting : o Decision on the reorganization of INTER RAO via a merger with Bashenergoaktiv n OAO “Bashkirenergo” General Shareholder Meeting : o Decision on the reorganization of OAO “Bashkirenergo” via a split of the parent company into OAO “Bashkirskaya electrosetevaya kompaniya” and OAO “Bashenergoaktiv” o Decision on the reorganization of Bashenergoaktiv via a merger with INTER RAO (*) Corporate decisions of all the Parties of the Transaction will be scheduled in parallel 10

Conversion Ratios Transaction deal metrics ⁽¹⁾ Methodology for determining conversion ratios § An independent appraiser, OOO Institute of Independent Valuation, was engaged for the purposes of determining buy-back prices; § The appraiser determined fair value of assets as of 30 November 2011 for purposes of calculating exchange ratios for shares of OGK-1, OGK-3 and Bash. Genco; §A consortium of investment banks consisting of Morgan Stanely & Co. Limited and ZAO Troika Dialog Investment Company was engaged to provided an opinion that share swap coefficients for each of the companies fall within the range of fair conversion ratios from a financial point of view, based on the definition of all-round fairness (i. e. fairness for both the selling and buying party). (1) INTER RAO shares per one share of OGK-1, OGK-3, Bashenergoaktiv 11

Key Corporate Actions № Action Timeline 1 INTER RAO Bo. D on matters of EGM call regarding the reorganization and developing a position on the issues of reorganizing subsidiaries and affiliates (OGK-1, OGK-3, Bashkirenergo, IRAO-Electro. Generation) 15 March 2012 2 INTER RAO’s shareholders record date (EGM) 15 March 2012 3 Bo. D meetings at OGK-1, OGK-3, Bashkirenergo on matters of convening GSMs regarding the reorganization 4 INTER RAO’s GSM regarding the reorganization 5 EGMs of OGK-1, OGK-3, Bashkirenergo, IRAO-Electro. Generation (decision of a single shareholder) regarding the reorganization 6 Receipt of share buyback requests from INTER RAO’s shareholders, buyback of tendered shares 7 State registration of additional share issues of INTER RAO and IRAO-Electro. Generation for purposes of converting the shares of the merging companies into them. Assignment of identification numbers to share issues of interim companies (First Generation, Third Generation, Bush. Genco ). 8 Receipt of buyback requests from shareholders of OGK-1, OGK-3, Bashkirenergo, buyback of tendered shares 9 Reorganization of OGK-1 and OGK-3 in the form of a spin-off of interim companies from them (First Generation and Third Generation). Reorganization of INTER RAO – Electro. Generation in the form of its merger with First Generation and Third Generation. Reorganization of Bashkirenergo in the form of a split up into the Grid company and Bash. Gen. Co. Reorganization of Bash. Gen. Co in the form of its merger with INTER RAO. Reorganization of INTER RAO in the form of a merger with First Generation, Third Generation and Bash. Gen. Co. October 2012 10 State registration of reports on results of follow-on offerings of INTER RAO and IRAO-Electro. Generation shares through a conversion of shares in the merged companies into them. November 2012 Until 26 March 2012 26 April 2012 12 June 2012 April-June 2012 July 2012 June-August 2012

OAO “INTER RAO UES” Shareholding Structure Evolution n Post-deal shareholding structure is based on share swap coefficients implied that all OGK-1/OGK-3/Bashenergoaktiv minority shareholders convert their stakes into OAO “INTER RAO UES” shares n The proposed reorganization will increase INTER RAO’s share capital by 9, 56% Pre-deal shareholding structure of OAO “INTER RAO UES” Free-float 13. 02% Post-deal shareholding structure of OAO “INTER RAO UES” OGK-1, OGK-3, BGC minorities 11. 88% Free-float 20. 39% FGC 19. 95% FGC 18. 21% IRAO minorities 8. 51% Treasure shares 12. 54% Rosneft 1. 36% State 13. 50% Treasure shares 11. 67% State 14. 79% Rus. Hydro 5. 28% Rosneft 1. 24% VEB 5. 45% Norilsk Nickel 14. 19% Rus. Hydro 4. 82% Rosatom 13. 42% State and state-owned companies 60%+ Rosatom 12. 25% VEB 4. 97% Norilsk Nickel 12. 95% State and state-owned companies 55%+ 13

A Move to the Target Generation Assets Management Structure Target Management Structure Current Management Structure INTER RAO 100% ООО “MC INTER RAO – Electro. Generation” OAO “TGK-11” 100% 82% ООО “MC INTER RAO – Heat. Generation” 100% INTER RAO Electro. Generation ОАО “TGK-11” ООО “BGK” OGK-1 Plants** ООО “PGU HPP-5” OGK-3 Plants*** ООО “Bash. RTS” 100% 27% OAO “OGK-1” ООО “BGK” ООО “MC INTER RAO – Electro. Generation” INTER RAO Plants* ОАО “Bashkirenergo” 75% 68% 100% OAO “OGK-3” 100% ООО “PGU HPP-5” 100% INTER RAO Electro. Generation ООО “Bash. RTS” 100% INTER RAO Plants* #% 100% - ownership - management (*) Kaliningrad HPP-2, Sochi HPP, North-West HPP, Ivanov PGU (**) Perm HEP, Verkhni Tagil HEP, Urengoi HEP, Kashira HEP, Iriklinskaya HEP, 75%+1 share of ZAO Nizhnevartovsk HEP (***) Cherepetsk HEP, Kostroma HEP, Gusinoozersnk HEP, Kharanorskaya HEP, Pechora HEP, Soutn-Ural HEP 14 100%

Conclusion Transactions continue INTER RAO's transformation into the leading Russian Utility Significant simplification of structure and increased efficiency and transparency Enables INTER RAO to maximise financial synergies of consolidation and accelerate delivery Increased free-float and liquidity directly benefits investors and inevitability of shares Management remains confident about strategy and future prospects

3. Minority Stakes Disposal: Enel OGK-5

Enel OGK-5 Equity Stake Sale Transaction Rationale ü Equity stake sale on market terms pursuant to INTER RAO Electric Power Assets Management Guidelines; ü Further implementation of the strategy for establishing a target generation assets ownership structure ; ü Raising significant capital to fund INTER RAO operations, including the Power Delivery Contracts program; Transaction Terms 1 2 3 4 Investor Consortium Composition – Buyers of Enel OGK-5 equity stake § § § Rusenergo Fund Russian Direct Investment Fund (RDIF) Macquarie Renaissance Infrastructure Fund (MRIF) Payment at closing § US$625 MM will be received by INTER RAO at the time Enel OGK-5 equity stake is transferred to the Investor Consortium Additional potential exit payment Additional potential payment if Enel OGK-5 starts paying dividends § § § Additional potential payment will be made to INTER RAO at the time the Investor Consortium exits the investment provided the Consortium achieves the internal rate of return set IRR below or equal to 18%: The Consortium pays nothing to INTER RAO IRR above 18%: The Consortium will pay INTER RAO an additional potential payment of up to US$125 MM above the base rate of return (18% p. a. ) and 20% of any subsequent excess amounts (remaining 80% will be retained by the Consortium) If Enel OGK-5 pays annual dividends representing at least 25% of net profit, the Consortium will pay INTER RAO an additional potential payment of up to US$25 MM. The additional potential exit payment will be reduced by this amount 17

Appendix

Bashkirenergo overview Republic of Bashkortostan Company overview Buyskaya Karmanovskaya power plant Bash. RTS-Neftekamsk Bash. RES-Neftekamsk n Bashkirenergo is a large holding company engaged in electricity and heat generation, transmission and distribution in the Republic of Bashkortostan Tyuldi Arlan Bash. RESNeftekamsk Tatishly Yanaul Shtandy Kubiyazy Lemez-Tamak Kundashly Red’kino Novobelokatay n Bashkirenergo’s total installed electric and heat capacity amounts to 4, 295 MW, and 13, 141 Gcal/h respectively N. Kigi Mesyagutovo Argamak Birsk V. Kigi Bash. RES-Ufa Bakaly Chekmagush Priufimskaya thermal power plant (200 MW capacity) Refinery Thermal power plant 1, 2, 3, 4 (980 MW capacity) Yazikovo Nurlino Tyimazy Dema Vostochniy Ufimskaya Ufa Yfa-Yuzhnaya Blagovar Chishmy Subkhankulovo n The Company is currently reorganizing by splitting its generating and power grid assets as required by the Russian antimonopoly laws Beketovo Iremel Uchaly n Bashkirenergo is listed on MICEX-RTS Raevka Aksakovo Novo-Sterlitamakskaya thermal power plant (255 MW capacity) Shkapovo Sterlitamakskaya thermal power plant (375 MW capacity) Bash. RES-Sterlitamak Bash. RTS-Sterlitamak Ashkadar Bash. RESSterlitamak Geography of operations Samarovka n The Republic of Bashkortostan is among the Russia’s most industrially developed and rapidly growing regions: Beloretck-110 Tukan Salavatskaya thermal power plant (245 MW capacity) Bash. RES Beloretck-220 Bash. RESBeloretck Burzyan Meleuz Zauralskaya heat station Kumertaunskaya Mrakovo heat station Sibaiskiy PP n Ranks in the top-10 by GRP and investment appeal across Russia Thermal power plants BGK Zilair TS 500 k. W BSK Isyangulovo Galiakhmetovo TS 220 k. W BSK n A major industrial hub hosting upstream assets of Bashneft, downstream and petrochemical operations of the Ufa group of refineries (Ufa Refinery, Novoil, Ufaneftekhim, Ufaorgsintez), and Gazprom Neftekhim Salavat Buribay BSK HL 500 k. W BSK BGK Bash. RES 19 Bash. RTS TS 110 k. W Bash. RES HL 110 k. W Bash. RES PGU TEC-5

Corporate structure of Bashkirenergo POWER GENERATION POWER TRANSMISSION Electric and thermal energy generation Electric and thermal energy transmission (high-voltage) LLC Energoremont LLC BGK LLC PGU TEC-5 LLC BSK LLC Energoteploremont Electric and thermal energy distribution (low-voltage) LLC Energoavtomatika Heat generation and distribution ENGINEERING AND SERVICE LLC Bashenergouchet LLC Bash. RES LLC Bash. RTS LLC Bashenergotrans Key operating indicators LLC Energosnabkomplekt Total length of transmission grid (220 -500 k. V), km Key operating indicators Installed electric capacity, GW 4. 2 Installed heat capacity, K Gcal/h 15. 7 Total length of pipelines and heating grid, km 2, 024 2, 205 Total installed capacity of transformer substation, МВА 5, 971 Total length of overhead distribution lines (0, 4 -110 k. V), km 79, 441 Total length of cable distribution lines, km 6, 241 NNOU UTC “Bashkirenergo” LLC LOC “Energetik Total installed capacity of 35 -110 k. V substation, МВА 10, 564 Total installed capacity of 220 -500 k. V substation, МВА 4, 484 Source: Company data 20 NON-CORE LLC Agrokhozaystvo “Mir

Inter RAO Generating Assets: 2011 Production Highlights (incl. generating assets of Bashkirenergo) Electricity Generation Evolution Installed Capacity 4. 3 TWh Total: 26. 8 GW 125. 6 +6, 8% 133. 9 2. 2 2. 1 9. 9 8. 4 INTER RAO- Electrogeneration OGK-1 OGK-3 TGK-11 Bashkirenergo INTER RAO- Electrogeneration Reference Fuel Consumption Rate Load Factor 80% OGK-1 OGK-3 TGK-11 Bashkirenergo g/k. Wh 68. 8% 64. 3% 60% 400 62. 0% 45. 6% 48. 3% 300 40% 328. 6 345. 1 340. 3 320. 0 246. 5 200 20% 100 0% 0 INTER RAO- Electrogeneration OGK-1 OGK-3 TGK-11 INTER RAO- Electrogeneration OGK-1 Bashkirenergo 21 OGK-3 TGK-11 Bashkirenergo

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