Аудиторское заключение

EXPLANATIONS
to the accounting (financial) statements of
JSC “INTER RAO UES” for the year 2012
On April 26, 2012 the Company’s shareholders made a decision at the special General Meeting of
Shareholders on the Company’s reorganization by consolidation with JSC ―OGK-1‖, JSC ―OGK-3‖,
JSC ―INTER RAO – Energy‖, JSC ―INTER RAO – EnergoAktiv‖, JSC ―BashEnergoAktiv‖.
Purpose and procedure of reorganization
Within the frames of forming a target corporate structure of INTER RAO UES Group, which provides
for transition to 100 % possession of the main generating assets, in March 2012 the Board of Directors
of the Company decided to implement the following activities:
1. To separate two companies from JSC ―OGK-1‖ and JSC ―OGK-3‖ – JSC ―First Generation‖ and
JSC ―Third Generation‖ respectively, and to transfer them the assets and liabilities of primary
companies. At the same time, to connect separated companies to INTER RAO - Electric Power
Plants OJSC (which currently includes Kaliningradskaya TEC-2, North-West Thermal Power
Plant, Sochinskaya TEC and Ivanovskie PGU). Alongside with that, to connect JSC ―OGK-1‖ and
JSC ―OGK-3‖ to JSC ―INTER RAO UES‖.
2. To connect the following associated companies to JSC ―INTER RAO Energy‖ and JSC ―INTER
RAO EnergoAktiv‖ to JSC ―INTER RAO UES‖ for consolidating at the Company’s balance-sheet
the packages of shares of JSC ―TGK-6‖ and JSC ―TGK-11‖.
3. To separate two companies from JSC ―Bashkirenergo‖ by means of non-proportional division:
Bashkiria Electric Grid Company OJSC, to which all electric grid assets shall be transferred, and
JSC ―Bashenergoaktiv‖ (with simultaneous connection to JSC ―INTER RAO UES‖), to which the
whole generating business shall be transferred in the form of participatory shares in Bashkiria
Generating Company LLC, Bashkiria Heat Distribution Systems LLC, and CCP TPP-5 LLC.
The shares of connected companies have been converted into Company’s shares. Share conversion
factors have been determined on the basis of reports of the independent appraiser – Institute of
Independent Appraisal LLC. Conclusion on the fairness of conversion factors has been submitted by
investment banks Morgan Stanley and Troika Dialogue. 0.0416666666666667 of ordinary share og
JSC ―OGK-1‖, 0.025 of ordinary share of JSC ―OGK-3‖, 0.00218293620292083 of preferred share of
Bashenergoaktiv OJSC, and 0.0016588785046729 of ordinary share of Bashenergoaktiv OJSC was
converted into one ordinary share of JSC ―INTER RAO UES‖. The scope of additional issue for the
purpose of conversion made 724,000,997,683 shares with a par value of 0.02809767, for a total sum of
20,342,741 thsd. rubles.
Influence of reorganization on Company’s reports
106