27 Bolshaya Pirogovskaya St., b. 3, Moscow 119435, Russian Federation.
Phone: +7 (495) 664-8840 (multichannel) Fax: +7 (495) 664-8841 www.interrao.ru
EXTRACT from MINUTES
of the meeting of the Audit Committee of the Board
of Directors of the Joint Stock Company INTER RAO UES
Moscow
Date of the Meeting: 3/25/2013Date of the Minutes: 3/25/2013
Voting venue: / No. 27
27 Bolshaya Pirogovskaya St.,
Moscow 19435,
Russian Federation
The resolutions of the Audit Committee of the Board of Directors of JSC INTER RAO UES have been adopted by voting during joint attendance.
The meeting of the Audit Committee of the Board of Directors of JSC INTER RAO UES was attended by four (4) out of four (4) members of the Audit Committee of the Company: A.M. Lokshin, V.M. Kravchenko, D.V. Fedorov, O.M. Budargin.
The quorum is present, the Audit Committee of the Board of Directors may adopt resolutions on all the items in the agenda.
ITEM 3: Evaluating the candidacies of the auditors of the Company and developing the recommendations to the Board of Directors of the Company on selecting the candidacy of the external auditor of the Company in accordance with the requirements of the current laws of the Russian Federation, qualifications of external auditors, and quality of their work.
The resolution is adopted by a majority vote of the members of the Audit Committee of the Company’s Board of Directors attending the meeting.
RESOLUTION:
1. Take note of the filing of two applications (Ernst & Young LLC and KPMG CJSC) for the right to conclude the contract for the audit of the consolidated financial statements of INTER RAO UES Group, prepared in accordance with International Financial Reporting Standards (IFRS) for 2013, 2014 and 2015, and reviews of the interim consolidated financial statements of INTER RAO UES Group, prepared in accordance with International Financial Reporting Standards (IFRS) for the six months ended June 30, 2013, June 30, 2014, and June 30, 2015, as well as the provision of services on auditing the annual financial statements of JSC INTER RAO UES for 2013, 2014 and 2015, prepared in accordance with Russian Accounting Standards (RAS), and the companies specified in the Annex No. 4.
2. Take note of the results of open competitive negotiations formalized in the Minutes of the Procurement Committee meeting on selecting the winner of open competitive negotiations of 2/15/2013 (Minutes No. 3279/OKP-PVP).
3. Subject to the resolution of the Committee on the fourth item in the agenda, recognize Ernst & Young LLC as the auditor that meets the criteria specified in the clause 5.7.1 of the Company's External Auditor Rotation Policy, adopted by the resolution of the Board of Directors of 11/29/2012 (Minutes No. 82 of 12/3/2012).
4. Recommend to the Board of Directors of the Company to adopt the following resolution when reviewing the recommendations to the Annual General Shareholders' Meeting on the approval of the Company's auditor:
Propose to the Annual General Shareholders' Meeting of JSC INTER RAO UES to approve Ernst & Young LLC, OGRN (Primary State Registration Number) 1027739707203, Certificate of Membership in a Self-Regulatory Organization "Audit Chamber of Russia Non-Commercial Partnership" No.3028 of May 20, 2009, as the auditor for the reporting statements of the Company.
5. Based on the sub-clause 6, clause 3.1 of the Regulations on the Audit Committee of the Board of Directors of JSC INTER RAO UES, approved by the resolution of the Board of Directors of the Company of 9/21/2008 (Minutes No. 18 of 9/21/2008) and clause 5.3.1 of the External Auditor Rotation Policy of JSC INTER RAO UES, approved by the resolution of the Board of Directors of the Company of 11/29/2012 (Minutes No. 82 of 12/3/2012), recommend that the Chairman of the Management Board B.Yu. Kovalchuk ensures the following:
a. Sending the proposals on the cost and periods of the audit inspection received from the Winner of the procurement procedure, Ernst & Young LLC, to the organizations of INTER RAO UES Group in accordance with the Annex No. 4;
b. Sending to the JSC Saint-Petersburg Sale Company the proposals from the Winner of the procurement procedure, Ernst & Young LLC, on the cost and periods of the audit inspection of the financial statements of JSC Saint-Petersburg Sale Company, prepared in accordance with RAS for 2013, 2014, 2015;
c. Sending by the companies of INTER RAO UES Group, in accordance with the Annex No. 4, the acceptance to the Winner of the procurement procedure, Ernst & Young LLC, within the period specified in the offer of Ernst & Young LLC;
d. Approval of the candidacy for the auditor in the companies of INTER RAO UES Group pursuant to the Annex No. 4 in accordance with the procedure provided by the laws on business companies of the Russian Federation and countries of registration of INTER RAO UES Group.
Voting results:
"FOR": 4 - A.M. Lokshin, O.M. Budargin, D.V. Fedorov, V.M. Kravchenko
"AGAINST": No
"ABSTAIN": No
THE RESOLUTION HAS BEEN ADOPTED.
Secretary of the Audit Committee of the Board of Directors of JSC INTER RAO UES / / S.K. Yudin2