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Phone number for shareholders: 8–800–700–03–70
(JSC VTB Registrator, free call in Russia)
Bolshaya Pirogovskaya ulitsa, 27 building 2, Moskva, Russia, 119435  ·   +7 (495) 664–88–40   ·  office@interrao.ru

Extraordinary General Meeting of Shareholders, February 15st, 2012

Open Joint-Stock Company INTER RAO UES
Legal address: 119435, Russian Federation, Moscow,
27 Bolshaya Pirogovskaya str. , bld. 3, JSC “INTER RAO UES”

Dear Shareholders!

Open Joint-Stock Company INTER RAO UES (hereinafter referred to as JSC INTER RAO UES, Company) would like to inform you about the Extraordinary General Meeting of Shareholders of Company to be held on February 15, 2012 (hereinafter referred to as Meeting) in the form of a meeting (joint presence) with the following agenda:

1. On early termination of powers of members of the Board of Directors.

2. On election of members of the Board of Directors.

3. On early termination of powers of members of the Revision Commission.

4. On election of members of the Revision Commission.

5. On approval of a new version of JSC INTER RAO UES Charter.

6. On approval of related-party transactions.

Record date of list of persons entitled to attend the Meeting – December 7, 2011.

Venue of the Meeting: Moscow, Europe Square 2, Hotel «Radisson Slavyanskaya», the Conference Hall.

Start time of the Meeting 10:00 am, Moscow time.

Registration of persons attending the Meeting shall be provided on February 15, 2012 starting from 8:00 a.m., Moscow time. Registration shall be provided at the venue of Meeting.

Persons entitled to attend the Meeting may familiarize themselves with information (materials) provided in preparation of the Meeting during the period since the January 25, 2012 till the February 15, 2012 on weekdays from 10:00 a.m. to 05:00 p.m., Moscow time, at the following addresses:

  • Russian Federation, Moscow, 27 Bolshaya Pirogovskaya Street , bldg. 3, JSC INTER RAO UES;
  • Russian Federation, Moscow, Krasnopresnenskaya Naberezhnaya 12, Entrance 7, JSC INTER RAO UES;
  • Russian Federation, Moscow, 18 Stromynka str., bldg. 13, JSC Registrar R.O.S.T.

as well as at Company's website: http://www.interrao.ru

This information shall also be available for familiarization to Meeting participants at the venue of Meeting on February 15, 2012 from the start of registration of Meeting participants till its closing.

Completed voting ballots may be sent to the following addresses:

  • Russian Federation, 123610, Moscow, Krasnopresnenskaya Naberezhnaya 12, Entrance 7, INTER RAO UES;
  • Russian Federation, 107996, Moscow, 18 Stromynka street, PO Box 9 (JSC Registrar R.O.S.T.).

For the purposes of quorum determination and vote counting at the Extraordinary General Meeting of Shareholders of the Company, voting ballots received not later than two days before the date of the General Meeting of Shareholders of the Company will be considered.

Shareholder(s) of the Company, who jointly hold at least 2 (Two) percent of the voting shares of the Company shall be entitled to propose candidates for election to the Board of Directors of the Company; the number of candidates may not exceed the number of the Board of Directors.

Said proposals shall be given in writing, specifying the following:

  • Full name of the shareholder (s) submitting proposals;
  • number and category (type) of shares owned by them;
  • name and identification document data (reference number, date and place of issue, issuing authority) of every candidate nominated to the Board of Directors.

According to the paragraph 4.3 of "Regulations on Preparation and Holding of the General Meeting of Shareholders of Open Joint-Stock Company "INTER RAO UES" approved by the Annual General Meeting of Shareholders on June 25, 2010 (Minutes No. 5 dated June 25, 2010), it is recommended to specify the following information on the nominated candidates in the proposal for nomination of candidates to the Board of Directors of the Company:

  • Citizenship;
  • Place of residence (state, city);
  • Education;
  • Professional occupation;
  • Primary employment;
  • Information on labor experience for five years prior to nomination date;
  • Information on Company and subsidiary and dependent companies shareholding (quantity of shares);
  • Whether the nominated candidate is a member of the Board of Directors, a member of Collegial Executive Body or other Collegial Management Body of another legal entity;
  • Whether the nominated candidate is a party to the obligations of the Company, in accordance with the terms and conditions of which the candidate may acquire property (receive funds), the value of which equals to ten percent or more of the gross annual income of the candidate, except for remuneration for his participation in the activities of the Board of Directors of the Company;
  • Whether the nominated candidate is a representative of a state.

It is recommended to attach written consents of nominated candidates for election to the Board of Directors of the Company to the proposal on nomination of candidates to the Board of Directors of the Company

Candidates nomination proposals shall be signed by shareholder (s).

The foresaid proposals shall be submitted to the Company not less than 30 (Thirty) days prior to the date of the Extraordinary General Meeting of shareholders of the Company.

Board of Directors of JSC INTER RAO UES

Materials for the Meeting