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

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

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Page 1: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

INTER RAO UES Generating Assets: Target Shareholding Structure

March,16 2012

Page 2: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

1. Strategy recap and update

Page 3: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

3

INTER RAO at a Glance

A Leading Russian Power Company Diversified Group Structure

Broad Geographical Coverage

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

Total installed electricity capacity of 29GW and electricity output of 117 TWh⁽¹⁾ in 2011

Leading Russian export-import operator accounting for 97% of Russian electricity export in 2011

Operations in over 14 countries, including Russia, Belarus, Lithuania, Georgia, Armenia, Kazakhstan, Tajikistan, Moldova, and Finland

Listed on RTS and MICEX (List A1), MCAP(2) of $11.1bn. Shares are included into MSCI Large Caps Index (0,56%) (2). GDRs admitted to LSE trading

__________________________________________________________________________(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;

INTER RAO –

Electrogeneration

(100%)

OGK-1 (75%)

OGK-3 (82%)

TGK-11 (68%)

Domestic Generation

9 supply companies

Customer base:

314 thousand legal

entities and 9.8

million residential

customers

Supply

Quartz Group

JV with Worley

Parsons

JV with Rosatom

JV with GE

EMAlliance

Engineering

Engineering

RAO Nordic Oy

(Finland)

Kazenergoresurs

(Kazakhstan)

TGR Enerji (Turkey)

INTER RAO Lietuva

(the Baltics)

Trading

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)

International

Ownership Structure

(3)

Russia

China

Russia

Mongolia

China

Mongolia

China

Mongolia

China

Mongolia

China

China

Russia

MongoliaMongoliaMongolia

Kazakhstan

ArmeniaTajikistan

Azerbaijan

Georgia

Moldovia

Tajikistan

Ukraine

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

BelarusLithuania

BelarusLithuania

Finland

South Ossetia

Latvia

Tajikistan

Kaliningrad

Russia

China

Russia

Mongolia

China

Mongolia

China

Mongolia

China

Mongolia

China

China

Russia

MongoliaMongoliaMongolia

Kazakhstan

ArmeniaTajikistan

Azerbaijan

Georgia

Moldovia

Tajikistan

Ukraine

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

BelarusLithuania

BelarusLithuania

Finland

South Ossetia

Latvia

Tajikistan

Kaliningrad

Russia

China

Russia

Mongolia

China

Mongolia

China

Mongolia

China

Mongolia

China

China

Russia

MongoliaMongoliaMongolia

Kazakhstan

ArmeniaTajikistan

Azerbaijan

Georgia

Moldovia

Tajikistan

Ukraine

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

BelarusLithuania

BelarusLithuania

Finland

South Ossetia

Latvia

Tajikistan

Kaliningrad

Russia

China

Russia

Mongolia

China

Mongolia

China

Mongolia

China

Mongolia

China

China

Russia

MongoliaMongoliaMongolia

Kazakhstan

ArmeniaTajikistan

Azerbaijan

Georgia

Moldovia

Tajikistan

Ukraine

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

Latvia

BelarusLithuania

BelarusLithuania

BelarusLithuania

BelarusLithuania

Finland

South Ossetia

Latvia

Tajikistan

Kaliningrad

INTER RAO UES

Generation Assets

Supply Assets

Distribution Assets

Countries with trading presence

Page 4: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

4

Strategic Development

Shareholder value creation

Leadership in Russian power sector

Expansion of presence and operations abroad

Leadership in innovations and energy efficiency

Ensuring safety of Russian power supply

Organic growth through construction of new

electricity generation capacity in Russia

Selective expansion into target foreign

markets

Improvement of efficiency and

modernization of existing assets

Integration of core assets in electricity

generation and supply

Efficient management of minority stakes

in the asset portfolio

Ensuring visibility into shareholder

structure and stock performance

Strategic Objectives Strategic Steps and Priorities Key Targets

Reorganization of INTER RAO to convert minorities of OGK-1 and OGK-3 into INTER RAO shares

International Credit Rating assessment

Potential international SPO with full London listing envisaged

Potential privatization of state-owned stake in INTER RAO as envisaged by Russian government privatization programme (until 2017)

2015 - 20172012 - 2013

Key milestones

Page 5: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

5

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: BoD resolution to swap for RusHydro

RAO ES of Far East: Swapped for RusHydro (0,2%)

OGK-6: Sold 3.47% in September 2011 (RUB1,571m raised under a buy-out). Remaining OGK-6 shares converted into OGK-2 shares

OGK-2: Sold 0.62% in September 2011 (RUB347m raised under a buy-out)

Kuban Supply Company: Sold 26.26% in September 2011 (RUB 850m)

Kuban Generation Company: Sold 26.26% in December 2011 (RUB 450m)

Tomskenergoremont: Sold 25.88% in December 2011 (RUB 150m)

E.ON Russia: Sold 3.26% in January 2012 (RUB 4,830m)

FSK EES: Sold to IRAO Capital for further swap with FSK EES

Fortum: Swapped for shares in PSK (31,01%)

Enel OGK-5: Signed agreement for sale 26.43%______________________(1) As of March, 12 2012;

Stakes being disposed / disposed

AssetMCap,

$m.As of

30 Jun 2011 Sold/SwappedCurrent

StakeCurrent

Value, $m.RusHydro 11 624 1.63% 1.83% 213Federal Grid Company 15 265 0.37% 0.37% (sold) 0.00% 0E.ON Russia 5 633 3.26% 3.26% (sold) 0.00% 0Irkutskenergo 2 886 40.01% 40.01% 1 155Mosenergo 2 412 5.05% 5.05% 122Enel OGK-5 2 658 26.43% 26.43% (will be sold) 0.00% 0TGK-7 (Volzhskaya TGK) 1 935 39.39% 39.39% 762Bashkirenergo 1 539 26.65% 26.65% 410TGK-1 1 350 1.97% 1.97% 27OGK-2 1 637 3.05% 0.62% (sold) 5.70% 93Fortum 793 3.04% 3.04% (swapped) 0.00% 0

OGK-6 - 13.20%3.47% (sold),

9.73% (swapped)0.00% -

TGK-9 605 1.71% 1.71% 10Kuzbassenergo 487 1.97% 1.97% 10Quadra 515 2.25% 2.25% 12TGK-6 419 26.09% 26.09% 109Eniseyskaya TGK 370 2.16% 2.16% 8RAO Energy System of Far East 522 4.29% 4.29% (swapped) 0.00% 0TGK-2 153 1.19% 1.19% 2TGK-14 74 0.60% 0.60% 0.4Tomsk Energy Retail Company n/a 31.27% 31.27% n/aKuban Generation Company n/a 26.26% 26.26% (sold) 0.00% n/aKuban Supply Company 118 26.26% 26.26% (sold) 0.00% 0Tomskenergoremont n/a 25.88% 25.88% (sold) 0.00% n/aNovosibirskenergo n/a 0.16% 0.16% n/aMinority stakes (Total), $m. 2 933INTER RAO Market Cap, Sm. 11 209

INTER RAO's Stake

Page 6: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Consolidation of Generating Assets by InterRAO

6

OAO «OGK-3»OAO «OGK-1» OAO «Bashkirenergo» (generating assets)

• OGK-1 comprises of 6 thermal power plants with total installed capacity of 9,861 MW and 2,398 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

• The Company owns modern and efficient generating capacities. Average fuel consumption rate amounted to 328.6 g/kWh in 2011

• 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

• Current Company’s investment program implies launching 1,680 MW of installed capacity in 2011-2015

• OGK-3 owns 6 thermal power plants with total installed capacity of 8,357 MW and 1,768 Gcal per hour

• 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

• Average fuel consumption rate in 2011 equaled 345.1 g/kWh

• 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

• 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

• 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/kWh in 2011

• Gas constitutes up to 97% share of the Company’s fuel balance

75% 82% 27%

#% - Inter RAO ownership

Page 7: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

2. Transaction Details

Page 8: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Transaction 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 4Q 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

(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

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

Short overview

Page 9: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Transaction Structure: Consolidation of 100% in OGK-1 and OGK-3

Overview Corporate actions*

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

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

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

1. 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;

2. 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;

3. 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

4. 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

(*) Corporate decisions of all the Parties of the Transaction will be scheduled in parallel

INTER RAO

State and state-owned Companies

100%

OGK shares conversion into

INTER RAO

>50% <50%

Merger of OGK-1 and OGK-3 with INTER RAO

INTER RAO

State and state-owned

Companies

INTER RAO minorities

OGK-1/OGK-3

OGK-1/OGK-3 minorities

75%/82%

>50% <50%

25%/18%

INTER RAO ElectroGeneration

100%

OGK-1’/OGK-3’

INTER RAO

State and state-owned

Companies

INTER RAO minorities

OGK-1/OGK-3

OGK-1/OGK-3 minorities

75%/82%

>50% <50%

25%/18%

INTER RAO ElectroGeneration

<50%

OGK-1’/OGK-3’

Merger INTER RAO

ElectroGeneration

OGK-1’/OGK-3’>50%

INTER RAO, OGK-1, OGK-3 minorities

Spin-off of OGK-1’ and OGK-3’ followed by a merger with INTER RAO – ElectroGeneration

Target shareholding structure

Spin-off of 100% subsidiaries with the following merger

Page 10: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Transaction Structure: Bashkirenergo Reorganisation and Consolidation of 100% in Bashenergoaktiv

10

INTER RAO General Shareholder Meeting :

o Decision on the reorganization of INTER RAO via a merger with Bashenergoaktiv

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

Merger of Bashenergoaktiv with INTER RAO

Target shareholding structureReorganization of Bashkirenergo via a

disproportionate split of the parent company into BashGridco and Bashenergoaktiv

State and state-owned

companies

INTER RAO minorities

>50% <50%

INTER RAO

Bashenergoaktiv

[Bashenergoaktiv] minorities

75%+

25%-

Bashenergoaktiv shares conversion into INTER RAO

Merger

State and state-owned

companies

>50% <50%

INTER RAO

Bashenergoaktiv

100%

INTER RAO and Bashenergoaktiv

minorities

1. 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

2. 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

Minorities

26%

49%

25%

Generation Grids Others

OJSC “Bashkirenergo”

Bashenergoaktiv BashGridco

Reorganization via splitting w

ith an im

mediate m

erger with IN

TE

R R

AO

Overview Corporate actions*

(*) Corporate decisions of all the Parties of the Transaction will be scheduled in parallel

Minorities

OJSC «Bashkirenergo»

Page 11: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Conversion Ratios

11

(1) INTER RAO shares per one share of OGK-1, OGK-3, Bashenergoaktiv(1) INTER RAO shares per one share of OGK-1, OGK-3, Bashenergoaktiv

Company Conversion ratios Buy-back price, RUB.

INTER RAO - 0.0284

OGK-1 24 0.6816

OGK-3 40 1.1360

BashGenco (common) 602.8 17.12

BashGenco (preferred) 458.1 13.01

Methodology for determining conversion ratios

Transaction deal metrics

⁽¹⁾

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 BashGenco;

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).

Page 12: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Key Corporate Actions

12

№ Action Timeline

1INTER RAO BoD 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-ElectroGeneration)

15 March 2012

2 INTER RAO’s shareholders record date (EGM) 15 March 2012

3 BoD meetings at OGK-1, OGK-3, Bashkirenergo on matters of convening GSMs regarding the reorganization Until 26 March 2012

4 INTER RAO’s GSM regarding the reorganization 26 April 2012

5 EGMs of OGK-1, OGK-3, Bashkirenergo, IRAO-ElectroGeneration (decision of a single shareholder) regarding the reorganization June 2012

6 Receipt of share buyback requests from INTER RAO’s shareholders, buyback of tendered shares April-June 2012

7State registration of additional share issues of INTER RAO and IRAO-ElectroGeneration 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, BushGenco).

July 2012

8 Receipt of buyback requests from shareholders of OGK-1, OGK-3, Bashkirenergo, buyback of tendered shares June-August 2012

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 – ElectroGeneration 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 BashGenCo.Reorganization of BashGenCo 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 BashGenCo.

October 2012

10State registration of reports on results of follow-on offerings of INTER RAO and IRAO-ElectroGeneration shares through a conversion of shares in the merged companies into them.

November 2012

Page 13: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

OAO “INTER RAO UES” Shareholding Structure Evolution

13

Pre-deal shareholding structure of OAO “INTER RAO UES”

Post-deal shareholding structure of OAO “INTER RAO UES”

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

The proposed reorganization will increase INTER RAO’s share capital by 9,56%

State and state-owned companies 55%+

State and state-owned companies 60%+

Free-float 20.39%

Page 14: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

82%

68%

A Move to the Target Generation Assets Management Structure

14

Target Management StructureCurrent Management Structure

INTER RAO INTER RAO

(*) 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

ООО “MC INTER RAO – ElectroGeneration”

ООО “MC INTER RAO – HeatGeneration”

INTER RAO ElectroGeneration

INTER RAO Plants*

OAO “OGK-1”

OAO “OGK-3”

OAO “TGK-11”

ОАО “Bashkirenergo”

100%

27%

100%

75%

ООО “BGK”

ООО “PGU HPP-5”

ООО “BashRTS”

100%

100%

100%

INTER RAO ElectroGeneration

ОАО “TGK-11”

ООО “BGK”

ООО “PGU HPP-5”

ООО “BashRTS”

68%

100%

100%

100%

INTER RAO Plants*

100%

100%

100%

OGK-1 Plants**

OGK-3 Plants***

- ownership

- management

#%

ООО “MC INTER RAO – ElectroGeneration”

Page 15: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Conclusion

Management remains confident about strategy and future prospects

Increased free-float and liquidity directly benefits investors and inevitability of shares

Enables INTER RAO to maximise financial synergies of consolidation and accelerate delivery

Significant simplification of structure and increased efficiency and transparency

Transactions continue INTER RAO's transformation into the leading Russian Utility

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

3. Minority Stakes Disposal: Enel OGK-5

Page 17: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Enel OGK-5 Equity Stake Sale

Equity stake sale on market terms pursuant to INTER RAO Electric Power Assets Management Guidelines;

Further implementation of the strategy for establishing a target generation assets ownership structure;

Raising significant capital to fund INTER RAO operations, including the Power Delivery Contracts program;

Transaction Rationale

Payment at closing

Additional potential exit payment

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 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)

Additional potential payment if Enel OGK-5 starts paying dividends

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

2

3

4

Transaction Terms

17

Investor Consortium Composition – Buyers of Enel OGK-5 equity stake

1 Rusenergo Fund Russian Direct Investment Fund (RDIF) Macquarie Renaissance Infrastructure Fund (MRIF)

Page 18: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Appendix

Page 19: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Bashkirenergo overview

19

HL 500 kW BSK

HL 500 kW BSK

BSK

BashRES

TS 110 kW BashRES

HL 110 kW BashRES

BashRTS

TS 220 kW BSK

Thermal power plants BGK

BGK

TS 500 kW BSK

PGU TEC-5

BashRTS-Neftekamsk

Arlan

Red’kino

Argamak

Birsk

Chekmagush

Bakaly

Priufimskaya thermal power plant (200 MW capacity)Thermal power plant 1,2,3,4 (980 MW capacity)

YazikovoTyimazy

SubkhankulovoBlagovar

Chishmy

Ufa

NurlinoRefinery

Yfa-Yuzhnaya

Beketovo

Raevka

ShkapovoAksakovo Novo-Sterlitamakskaya thermal

power plant (255 MW capacity)

Sterlitamakskaya thermalpower plant (375 MW capacity)BashRES-SterlitamakBashRTS-Sterlitamak

Ashkadar

Salavatskaya thermal power plant (245 MW capacity)

Burzyan

Mrakovo

Meleuz

Samarovka

Kumertaunskaya heat station

Sibaiskiy PP

BashRESBeloretck

Beloretck-110

Beloretck-220

Tukan

UchalyIremel

V.Kigi

N.KigiMesyagutovo

Lemez-Tamak

Novobelokatay

KubiyazyShtandy

Kundashly

VostochniyUfimskaya

Tatishly

Tyuldi

Yanaul

Buyskaya

Isyangulovo

Karmanovskaya power plant

BashRES-Neftekamsk

Dema

Zilair

Galiakhmetovo

Buribay

Zauralskaya heat station

BashRES-Neftekamsk

BashRES-Ufa

BashRES-Beloretck

BashRES-Sterlitamak

Republic of Bashkortostan

The Republic of Bashkortostan is among the Russia’s most industrially developed and rapidly growing regions:

Ranks in the top-10 by GRP and investment appeal across Russia

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

Company overview

Geography of operations

Bashkirenergo is a large holding company engaged in electricity and heat generation, transmission and distribution in the Republic of Bashkortostan

Bashkirenergo’s total installed electric and heat capacity amounts to 4,295 MW, and 13,141 Gcal/h respectively

The Company is currently reorganizing by splitting its generating and power grid assets as required by the Russian antimonopoly laws

Bashkirenergo is listed on MICEX-RTS

Page 20: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Corporate structure of Bashkirenergo

20

Heat generation and distribution

Electric and thermal energy transmission (high-voltage)

Electric and thermal energy generation

Electric and thermal energy distribution (low-voltage)

LLC BGKLLC PGU TEC-5

LLC BashRTS

LLC BSK

LLC BashRES

POWER GENERATION POWER TRANSMISSION ENGINEERING AND SERVICE

LLC Energoremont

LLC Energoteploremont

LLC Energoavtomatika

LLC Bashenergouchet

LLC Bashenergotrans

LLC Energosnabkomplekt

NON-CORE

NNOU UTC “Bashkirenergo”

LLC LOC “Energetik

LLC Agrokhozaystvo “Mir

Installed electric capacity, GW 4.2

Installed heat capacity, K Gcal/h 15.7

Total length of pipelines and heating grid, km

2,024

Source: Company data

Key operating indicators

Key operating indicators

Page 21: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

Inter RAO Generating Assets: 2011 Production Highlights (incl. generating assets of Bashkirenergo)

Electricity Generation EvolutionInstalled Capacity

OGK-1INTER RAO- Electrogeneration TGK-11 BashkirenergoOGK-3

Total: 26.8 GW

13,5

52,4 55,5

33,3

8,722,6

9,2

32,1

9,1

22,8

0

20

40

60

80

100

120

140

2010 2011

Load Factor Reference Fuel Consumption Rate

125.6 133.9+6,8%TWh

g/kWh

21

OGK-1INTER RAO- Electrogeneration TGK-11 BashkirenergoOGK-3 OGK-1INTER RAO- Electrogeneration TGK-11 BashkirenergoOGK-3

OGK-1INTER RAO- Electrogeneration TGK-11 BashkirenergoOGK-3

Page 22: INTER RAO UES Generating Assets: Target Shareholding Structure March,16 2012

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