Аудиторское заключение

Authorized capital
EXPLANATIONS
to the accounting (financial) statements of
JSC “INTER RAO UES” for the year 2012
On December 25, 2012 the Company registered an increase in the authorized capital through additional
placement of ordinary shares. In accordance with the decision on reorganization through consolidation
with JSC ―OGK-1‖, JSC ―OGK-3‖, JSC ―Bashenergoaktiv‖, INTER RAO – Energy OJSC, INTER
RAO – EnergoAktiv OJSC, all ordinary registered uncertified shares of consolidated companies were
converted into additional ordinary registered uncertified shares of JSC ―INTER RAO UES‖, placed for
the purpose of conversion. 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.
In the result of additional issue of shares the authorized capital of the Company was increased by
20,342,741 thsd. rubles, and as of December 31, 2012 makes 293,339,703 thsd. rubles. It is divided
into 10,440,000,997,683 ordinary shares with a par value of 0.02809767 rubles. The Company has no
preferred shares.
The major shareholders of the Company as of December 31, 2012 are the companies of FSK UES
Group (18.57 %), the Russian Federation represented by the Federal Agency for State Property
Management (13.76 % shares), INTER RAO Capital CJSC (13.93 %), companies the Norilsk Nickel
Group (13.21 %), companies of the Rosatom Group (12.49 %).
As of December 31, 2012 the subsidiary companies INTER RAO Capital CJSC, INTER RAO Invest
CJSC, Bashkiria Generating Company LLC own Company’s shares with a par value of 40,851,089
thsd. rubles, 329,926 thsd. rubles, and 176,576 thsd. rubles respectively (as of 31/12/2012 –
34,279,211 thsd. rubles, 332,870 thsd. rubles and 0 thsd. rubles respectively).
As of December 31, 2012 the Company's authorized capital has been fully paid.
Treasury shares
On April 26, 2012 a special meeting of shareholders of JSC ―INTER RAO UES‖ was held. At this
meeting reorganization of the Company through consolidation of JSC ―OGK-1‖, JSC ―OGK-3‖, JSC
―INTER RAO EnergoAktiv‖, JSC ―INTER RAO Energy‖, and JSC ―Bashenergoaktiv‖ was approved.
The shareholders who did not take part in voting, or voted against reorganization, received the right to
offer their shares for repurchase. In the result thereof 228,643,162,642 shares were offered and
repurchased by the Company in June – July 2012 at a price of 0.0284 rubles per share, for a total sum
of 6,493,466 thsd. rubles. These shares were reflected in the treasury shares.
63