12, Krasnopresnenskaya Nab., Entrance 7, Moscow, 123610, Russian Federation
Telefone: +7 (495) 967-05-27 (multicanal) Fax: +7 (495) 967-05-26 www.interrao.ru

EXTRACT from the MINUTES
of the meeting of the Board of Directors

Moscow

Date of the meeting - May 16, 2011
Date of the minutes of the meeting - May 17, 2011 / No/ 42

Decisions of the Board of Directors of the JSC INTER RAO UES were adopted by poll.

Eleven (11) of eleven (11) members of the Board of Directors of the Company attended the meetingof the Board of Directors of the JSC INTER RAO UES:

I.I. Sechin, N.A. Anoshko, V.A. Dmitriev, E.V. Dod, B.Y. Kovalchuk, V.M.Kravchenko, G. M. Kurtser, A. M. Lokshin, Y.A. Petrov, K.G. Seleznev, S.I.Shmatko

Quorum is met; the meeting of the Board of Directors is authorized to adopt decisions on all items on the agenda.

AGENDA OF THE MEETING:

3 / Concerning consideration of annual accounting reports, including profit and loss statements of JSC INTER RAO UES for 2010 and recommendations on allocation of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the fiscal year 2010.

ITEM 3: Concerning consideration of annual accounting reports, including profit and loss statements of JSC INTER RAO UES for 2010 and recommendations on allocation of profits (including payment (declaration) of dividends) and losses of the Company based on the results of the fiscal year 2010.

The decision is adopted by a majority vote of the members of the Board of Directors of the Company who attend the meeting.

DECISION:

Recommend to the Annual General Meeting of Shareholders of the Company:

1.Approve the annual financial statements of JSC INTER RAO UES for the fiscal year 2010, including profit and loss statements.

2.Allocate the net profit of JSC INTER RAO UES in the amount of 2,704,427 rubles obtained from the results of the fiscal year 2010, for the following purposes:

- Formation of the Reserve Fund - 135,221 thousand rubles;

- Funding innovative projects, including research and development - 1,968,026 thousand rubles;

- Redemption of undistributed deficit of prior years - 451,165 thousand rubles;

- Payment of dividends - 150,015 thousand rubles;

3. Pay dividends on ordinary shares of JSC INTER RAO UES following the results of the fiscal year 2010 in the amount of 0.00001544 rubles per ordinary share of the Company in cash within 60 days from the date of the decision on payment of the dividends. Amount of accrued dividends per shareholder of JSC INTER RAO UES is determined within the accuracy of one kopeck. Rounding of figures in the calculation is made under the mathematical rounding rules.

Voting results:

AFFIRMATIVELY:11 members: I.I. Sechin, N.A. Anoshko, V.A. Dmitriev, E.V.Dod, B.Y. Kovalchuk, V.M. Kravchenko, G. M. Kurtser, A. M. Lokshin, Y.A. Petrov, K.G. Seleznev, S.I. Shmatko

NEGATIVELY: no

ABSTAINED: no

DECISION ADOPTED

Secretary of the Board of Directors
JSC INTER RAO UES / R.R. Sharipov

2.

Extract from the minutes of the meeting of the Board of Directors of the JSC INTER RAO UES

No 42 dated May 17, 2011 (date of the meeting - May 16, 2011).