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INTERAOLT (IRL): AB INTER RAO Lietuva Supervisory Council adopted a decision to amend the Work regulations of Supervisory Council, to amend of the Work regulations of Audit Committee of Supervisory Council and to appoint three members of Audit Committee of Supervisory Council

UNI - EN REPORT No35/2013

AB INTER RAO Lietuva (hereinafter referred to as the Company) announces that the Meeting of the Supervisory Council was convened on 12 December 2013 in which all appointed members of the Supervisory Council unanimously adopted the following resolutions:

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1. Resolution. Amendment of the Work regulations of Supervisory Council.

Resolved:

1.1. To amend clause 2.8. of the Work regulations of Supervisory Council and to approve new wording of clause 2.8. of the Work regulations of Supervisory Council:

”At least one member of the Supervisory Council shall meet the criteria of being independent. In order to assess if a member of the Supervisory Council meets the independence criteria Annex II to the Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) council shall be applied.”

1.2. To amend clause 7.3. of the Work regulations of Supervisory Council and to approve new wording of clause 7.3. of the Work regulations of Supervisory Council:

” The Audit Committee of 3 (three) members is formed from the members of the Supervisory Council. At least 1 member of the Audit Committee shall meet the criteria of being independent indicated in Annex II to the Commission Recommendation 2005/162/EC of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) council.”

2. Resolution. Amendment of the Work regulations of Audit Committee of Supervisory Council.

Resolved:

To amend clause 2.9. of the Work regulations of Audit Committee of Supervisory Council and to approve new wording of clause 2.9. of the Work regulations of Audit Committee of Supervisory Council:

“At least one member of the Audit Committee shall meet the criteria of being independent. In order to assess if a member of the Audit Committee meets the independence criteria, the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) council or shall be applied.”

3. Resolution. Appointment of members of the Audit committee of Supervisory Council.

Resolved: To appoint as members of the Audit committee of Supervisory Council:

- Nerijus Dagilis, the citizen of the Republic of Lithuania, personal code 37407120378, residing at Gulbinų str. 75/14, Vilnius, the Republic of Lithuania;

- Mikhail Konstantinov, Citizen of Russian Federation, passport No. 4613 230141, address Moskovskaia oblast, Krasnogorsk, Shkolnaia str., 11 -138;

- Aleksandr Pakhomov, Citizen of Russian Federation, passport No. 4505 520742, address Moscow, Cheliabinskaia str., 11 -2- 138.

Mr. Nerijus Dagilis

Education:

Master degree at the G. Soros foundation program at University of Essex, Great Britain and Budapest, Hungary, Central European University

BA in Business and Administration at Vytautas Magnus University, Kaunas, Lithuania, and Fordham University, NY, Creighton University, NE, USA

Career over the last five years:

2013 – present: Member of the Supervisory Board at INTER RAO Lietuva

2010 – 2012: Chairman of the Board at Charter Jets

2005 – 2010: Chairman of the Board at Kitron ASA

2001 – 2010: Chairman of the Board at Snaige

2000 – 2010: Chairman of the Board at Hermis Capital

Mr. Michail Konstantinov

Member of the Board at INTER RAO Energy Asset

Education:

PhD in Law awarded by Moscow Academy of Economics and Law

Tver Institute of Ecology and Law

Moscow International University of Environment and Politics

Career over the last five years:

2012 – present: Member of the Supervisory Board at INTER RAO Lietuva

2012 – present: Director for Corporate Governance of the Corporate and Property relations Unit at INTER RAO UES

2012 – present: Member of the Board at INTER RAO Energy Asset

2012 – present: Member of the Board at INTER RAO Energy

2012 – present: Member of the Board at Dominanta Energy

2012 – present: Member of the Board at Dominanta Management

2012 – present: Member of the Board at Saint Petersburg Energy Sales Company

2010 – 2012: Head of the Directorate for Law at Sobinbank

2008 – 2010: Deputy Manager of the Directorate at Federal Bailiff Service of the Russian Federation

Mr. Alexander Pakhomov

Member of the Management Board, Head of the Legal Affairs Unit at INTER RAO UES

Education:

Academy of Public Administration under the President of the Russian Federation

Military University of the Ministry of Defence of the Russian Federation

Career over the last five years:

2012 – present: Member of the Supervisory Board at INTER RAO Lietuva

2011 – present: Member of the Board of Directors at RazTES

2011: Member of the Board of Directors at LLC INTER RAO Electrogeneration

2008 – 2011: Director of the Department of Law at INTER RAO UES

2007 – 2008: member of RAO UES of Russia project team providing tax support for electric power industry reform

Legal grounds: Article 56 section 1 point 1 in connection with article 56 section 6 of the Polish Act of 29 July 2005 on Public Offering and Conditions governing the Admission of Financial Instruments to Trading on Organized Markets, and on Listed Companies

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