To: the Meeting of Shareholders of INTER RAO UES JSC

To: the Meeting of Shareholders of INTER RAO UES JSC

OPINION OF THE AUDIT COMMITTEE
OF INTER RAO UES JOINT STOCK COMPANY

April 10, 2012 City of Moscow

Governed by the Charter of INTER RAO UES JSC (hereinafter the Company), Federal Law of Russia No. 208-FZ On Companies dated December 26, 1995 and its own resolution (Minutes No. 1 dated March 1, 2012, and No. 2 dated March 15, 2012), the Audit Committee of the Company conducted an audit of the 2011 financial and business operations of the Company during March 20, 2012 through April 10, 2012.

The audit was primarily intended to make sure that a) key financial figures of the Company's operations given in its accounts are accurate; b) the Company followed appropriate accounting procedures and met regulatory requirements of the Russian Federation during its financial and business operations.

Its management is responsible for preparing accurate financial statements and meeting the accounting procedure and other regulatory requirements of the Russian Federation under RF laws.

The objective of the Audit Committee was to arrive at a reasonable confidence through a selective audit that main audit goals were met and opinions were made on the basis of a maximum objective and sufficient analysis of all information, data and documents disclosed for the audit.

The Audit Committee believes that data, information and documents it has received offer reasonable grounds for its findings and opinion. Overall results of the audit and recommendations to the Company's management are set out in the attached statement.

As a result of the audit, the Audit Committee hereby advises that:

a) we noted no instances of obvious failure to comply with material external or internal requirements;

b) we noted no defects in the reflection of financial figures of the Company's operations that might cause a material misrepresentation of assets and liabilities as of December 31, 2011 and the 2011 financial results of the Company's operations.

The auditor of INTER RAO UES JSC, Ernst & Young LLC elected by the Annual General Meeting of the Company's shareholders (Minutes No. 8 dated June 28, 2011), conducted the audit of the Company's financial statements for January 1, 2011 to December 31, 2011 and issued its Audit Opinion No. unnumbered on March 20, 2012.

Based on the audit conducted and given the opinion of the Company's auditor, the Audit Committee has reasonable grounds to acknowledge accuracy of the 2011 annual financial statements of the Company in all material aspects.

Members of the Audit Committee of INTER RAO UES JSC:

Deputy Chairman of the Management Board/ Federal Network Company of the Single Energy System Open Joint Stock Company / /Signature/ / N.N. Varlamov
Chairman of the Audit Committee of INTER RAO UES JSC
Deputy Head of the Controls and Audit Department of Federal Network Company of the Single Energy System Open Joint Stock Company / /Signature/ / E.A. Kabizskina
Deputy Chief Accountant of Rosatom State Nuclear Energy Corporation / /Signature/ / S.G. Mescherina
Director of the Economic Planning Department of Subsidiaries and Affiliates and their own Subsidiaries and Affiliates of INTER RAO UES Open Joint Stock Company / /Signature/ / Yu.A. Shpakova
Director of the Treasury Department of Subsidiaries and Affiliates and their own Subsidiaries and Affiliates of INTER RAO UES Open Joint Stock Company / /Signature/ / Yu.A. Scherbakova
This Opinion was read by:
Chairman of the Management Board of INTER RAO UES JSC / /Signature/ / B.Yu. Kovalchuk
Chief Accountant / /Signature/ / A.O. Chesnokova