Monday, 30 May 2017 Inter RAO Group Consolidated Financial and Operating Results for 1Q2017.
To join the conference call and get more details, please send a request to investor-relations@interrao.ru
Company Registrar 8–800–700–03–70
Bolshaya Pirogovskaya ulitsa, 27 building 2, Moskva, Russia, 119435  ·  +7 (495) 664–88–40  ·  office@interrao.ru

FAQ

COMPANY

When and what financial statements does the company publish?

INTER RAO UES publishes IFRS and RAS financial statements. RAS financial statements are prepared and published once per quarter, while IFRS statements are published every 6 months. Anticipated schedule of financial statements releases is provided in IR Calendar. Latest company financial data is provided in Shareholders and Investors.

SHARES AND DIVIDENDS

Who are the largest company shareholders?

As of June 21, 2012, the largest company shareholders are:

Name % of authorized capital*
FGC UES Group 19,95
Federal Agency for State Property Management 14,79
Norilsk Nickel Group 14,19
Rosatom Group 13,42
INTER RAO Capital 8,44
VEB 5,45
RusHydro Group 5,28
INTER RAO 2,35
Rosneft 0,96

Further details about share ownership is provided in Shareholder Structure

Where are INTER RAO shares traded?
Common shares of INTER RAO UES are traded on Russian stock exchanges, MICEX (Quotation List A1) and RTS (Quotation List B).

MICEX (Quotations List A1)

Symbol ISIN Type of shares Date listed
IRAO* RU000A0JPNM1 Common September 21, 2011**

* since November 20, 2009 till November 11, 2011 listed as IUES
** date of transfer of shares from the Quotation List B in Quotation List A1

RTS (Quotations List B)

Market Symbol ISIN Type of shares Date listed
RTS Classic IRAO RU000A0JPNM1 Common July 17, 2008
RTS Standard IRAOS RU000A0JPNM1 Common December 6, 2010
RTS Т+0 IRAOG RU000A0JPNM1 Common July 17, 2008
What is the dividend policy of the company?

Corporate dividend policy as approved by the Board on April 29, 2011 requires that at least 5% of RAS net profit is paid out as dividend. Full text of Dividend Policy is published at our web site. 

CORPORATE GOVERNANCE

How do INTER RAO UES shareholders govern the company?

The Company is governed by:

  • General Meeting of Shareholders
  • Board of Directors
  • Collegiate Executive Authority (Executive Team)
  • Sole Executive Authority (Chief Executive Officer).

According to applicable law and INTER RAO UES bylaws, shareholders may participate in the General Meeting of Shareholders and vote on all matters within Company competence.

INTER RAO UES shareholders owning at least 2% of voting shares are entitled to:

  • Submit items to the agenda of the Annual General Meeting of INTER RAO UES shareholders, nominate candidates for the Board of Directors and Audit Committee, with total number of nominees not exceeding number of members in respective bodies, and nominate a candidate for the Sole Executive Authority.
  • Nominate candidates for the Board of Directors of INTER RAO UES, with total number nominees not exceeding number of board members, if the agenda for Extraordinary General Meeting includes nomination of new directors for the Board.

INTER RAO UES shareholders owning at least 10% of voting shares may summon an Extraordinary General Meeting of Company shareholders.

When does the Annual General Meeting take place? When is the registry closed?

Annual General Meeting of Company shareholders takes place no less than 2 months and no more than 6 months after the end of financial year.

The next Annual General Meeting of shareholders is scheduled for June 24, 2011.

Shareholders included in shareholder list based on INTER RAO UES shareholder registry are entitled to participate in the General meeting and to receive dividend payments. The shareholder registry is frozen prior to Annual General Meeting; most recently it was frozen on May 17, 2011.

How can I vote?

To vote, you need to fill in and mail the voting ballot to the address specified in the Notice of General Meeting. The ballot needs to be mailed before the cut-off date specified in the notice.

At a joint attendance General Meeting, votes can be casted in person by submitting a ballot prior to cut-off time.

I did not receive an invitation to the Meeting of shareholders. How can I sign up and join the Meeting of shareholders?

At in-person shareholder meetings, shareholders may sign up and vote upon presentation of their identification (for individuals, the only acceptable identification is a passport).

Only shareholders existing in INTER RAO UES registry on the date set by the Board of Directors are admitted to the meeting.

How is the Board of Directors established?

According to Art. 66 clause 4 of the Federal Law on Joint-Stock Companies, members of the Board of Directors are elected using a cumulative vote. Members with the most votes are elected into the Board of Directors.

The primary vote a shareholder voting on election of the Board of Directors of INTER RAO UES is either to vote for candidates proposed in the ballot, or to vote against all candidates, or to abstain on all candidates.

Those shareholders who decide to vote for candidates are entitled to participate in cumulative vote and elect the members of the Board of Directors. A cumulative vote is such vote when number of votes belonging to the shareholder is multiplied by the number of persons who need to be elected in the Board of Directors (according to INTER RAO UES bylaws, there are 11 Directors on the Board). The shareholder is entitled to give this cumulative number of votes (for convenience of shareholders, number of cumulative votes is specified in the ballot) to a single nominee or split them between two or more nominees.

If number of candidates included in the ballot for election of the Board is not larger than the number of Directors established by INTER RAO UES bylaws (11), all nominees who receive at least one vote are elected.

If number of candidates included in the ballot for election of the Board is larger than the number of Directors established by INTER RAO UES bylaws (11), then 11 nominees receiving the highest number of votes are elected.

Is there a stock option program in the Company? What is it like?

The company runs a Stock Option Program approved by the Board of Directors on December 24, 2010. Key elements of the Stock Option Program are as follows:

  • Share price is established as an average weighted MICEX quotation over the period of 180 days prior to the day of Board Meeting that approves the Program.
  • Stock Option Program terminates 30 months after the day when the Board made their decision.
  • Total number of shares placed via the Stock Option Program must not exceed 2.5% of the authorized capital of the Company inclusive of shares additionally issued in 2011 following the decision of Extraordinary Shareholder Meeting on June 25, 2010. These shares may be distributed among Stock Option Program members either completely in 2011 or in batches prior to program termination.
Do I need to pay dividend tax? Is there any dividend tax deduction at source?

Article 214 clause 2 of the Tax Code of the Russian Federation states that if the source of taxpayer's dividend income is a Russian company, this company acts as a tax agent. Therefore INTER RAO UES will deduct dividend tax at source and will pay it to the budget, while the shareholder will receive dividend net of tax.

Amount of tax is determined individually for each shareholder using applicable tax bracket and regulations of the Tax Code of the Russian Federation:

  • For individuals who are tax residents of the Russian Federations, dividend income tax rate is 9% 
  • For individuals who are not tax residents of the Russian Federation, dividend income tax rate since January 1, 2008, is 15% 
  • For legal entities who are tax residents of the Russian Federations, dividend income tax rate is 9% 
  • For legal entities who are not tax residents of the Russian Federation, dividend income tax rate is 15% 

Under certain conditions as established by Articles 7 and 312 of the Tax Code of the Russian Federation, legal entities which are tax residents of countries having a double-taxation avoidance treaty with Russian Federation may be entitled to relief of dividend tax or use of reduced tax rate.

Why wasn't I subject to tax withholding in 2011?

As the source of taxpayer's dividend income, INTER RAO UES acted as a tax agent pursuant to Articles 214 and 275 of the Tax Code of the Russian Federation and determined that amount of tax to be withheld was negative according to formula provided in Tax Code Article 275 Clause 2. For this reason, taxpayers who are individual and corporate dividend recipients resident in Russia did not have any tax liability and therefore INTER RAO UES as their tax agent did not require to withhold any tax payable to Russian budget.

Why did I not receive the dividends? What do I need to do to receive them?

Dividends have been paid to all shareholders whose information in INTER RAO UES shareholder registry was authentic and complete for the purpose of dividend payment. Article 44 Clause 5 of the Federal Law on Joint-Stock Companies requires individuals and legal entities included in INTER RAO UES shareholder registry to provide timely updates on any changes to their information.

Articles 7.5 and 7.6 of INTER RAO UES Dividend Policy as approved by the Board on April 29, 2011, require that the dividends are paid in form requested by the shareholder (cash or non-cash) using details provided by same shareholder (banking details, postal address, etc.). To ensure timely receipt of the dividends, an individual or legal entity included in INTER RAO UES shareholder registry needs to provide the Registrar with timely updates on any changes to their information.

If you have not received your dividends and your information has changed, INTER RAO UES suggests that you update your personal details in order to receive the dividends.

According to Article 42 Clause 5 of the Federal Law on Joint-Stock Companies, individuals and legal entities who have not received their dividends for reasons explained above are entitled to claim their dividends within three years (for 2010 dividends, this period started on August 24, 2011) via Registrar R.O.S.T.

ISSUE OF ADDITIONAL SHARES

Why does INTER RAO issue additional shares?

Between January 17 and May 17, 2011, INTER RAO UES placed 13.8 additionally issued shares. This additional issue of shares was a part of INTER RAO UES corporate strategy with the goal to create a diversified energy holding and a top 10 energy company worldwide.

Participants of this private placement included Russian Federation (represented by the Federal Agency for State Property Management), state-owned energy companies and private investors.

Placement of additionally issued shares resulted in INTER RAO UES acquiring stakes in approximately 40 companies engaged in electricity generation, grid maintenance, electricity sales, manufacturing of electrical equipment and engineering.

Stakes in energy companies previously owned by the Russian Federation were reassigned to INTER RAO UES authorized capital by Presidential Decree 1190 dated September 30, 2010, and Russian Government Decree 1837-р dated October 23, 2010.

Further details about the issue of additional shares is provided in the Summary of Additional Share Issue.

When will newly issued share be admitted to RTS and MICEX?

After Russian Federal Service for Financial Markets registers the Additional Stock Placement Report, the Company will submit the application to include the additionally issued share to the stock exchange quotation lists according to their regulations. The shares will be traded on the stock exchanges upon their approval of the applications and inclusion of shares in quotation lists. We expect this to happen in July 2011.

What are the exchange ratios of the shares transferred to INTER RAO registered capital in the course of additional share placement?

Exchange ratios are based on the price of 1 INTER RAO UES share and market evaluation of the assets transferred to INTER RAO UES as approved by the Board of Directors on December 27, 2010.

This Decision of the INTER RAO UES Board of Directors is published at the web site.

GENERATION

How are you planning to execute investment programs of OGK-3 and TGK-11? Which projects were included in Power Delivery Agreements of INTER RAO UES, OGK-1, OGK-3 and TGK-11?

INTER RAO Group is planning to continue existing investment programs of OGK-3 and TGK-11. Main projects approved in the Power Delivery Agreements are listed in Investing section.

Is INTER RAO UES planning to merge its stock with that of generating companies?

Board of Directors will decide on stock merger. Inter RAO management is currently developing recommendations on appropriateness of such decision.

How will the decision to appoint INTER RAO - Upravlenie Elektrogeneratsiey as the sole executive authority of OGK-1 affect its shareholders?

Appointing a professional industry organization as the sole executive authority will make the management of generating assets more efficient.

TRADING

How big is the share of INTER RAO in overall electricity import and export market in Russia?

INTER RAO UES currently has approximately 92.5% share of electricity import and export to the unified synchronized UES zone working in parallel with international grids. In 2010, we exported 17.65 bn kWh of electricity (not including export through our VEC subsidiary). We imported a total of 2.92 bn kWh of electricity.

On top of that, VEC, a fully owned INTER RAO UES subsidiary, exported approximately 2 bn kWh of electricity to China in 2010 and will start exporting electricity to Mongolia in 2011.

What exactly is concurrent operation of energy systems? With which international energy systems does UES of Russia operate concurrently?

Concurrent operation is a situation where energy systems of two or more states operate concurrently at the same frequency. Energy system comprises power generating, transmission and distribution facilities, as well as systems used to operate and manage them. All these facilities and systems use a unified electricity generation, transmission and distribution process.

Concurrent operation is an important contributor to system reliability and a beneficial factor for international cooperation in electric power industry.

Concurrent operation of national energy systems is based on certain fundamental principles:

  • Satisfying demand for electricity and power in each of concurrently operating national energy systems using internal power supply or contractual import of electricity from other national energy systems;
  • Supporting standard operating frequency within agreed range in each of the national energy systems using internal power supply or electricity flows between national systems;
  • Maintaining regulated reserves in each of the national energy systems and recovering reserve shortages from other national energy systems on contractual basis.

Russian energy system works concurrently with energy systems of Lithuania, Latvia, Estonia, Belarus, Ukraine, Georgia, Azerbaijan, Moldova, Kazakhstan, Kyrgyzstan and Uzbekistan.

ELECTRICITY SALES

Where does INTER RAO sell electricity? What sales assets does the company manage?

INTER RAO UES operates six Russian electricity sales companies:

  • Mosenergosbyt
  • Peterburgskaya Sbytovaya Kompaniya
  • Altaienergosbyt
  • Saratovenergo
  • Tambovskaya Energosbytovaya Kompaniya
  • Oryol Branch of INTER RAO UES

Obyedinyonnaya Energosbytovaya Kompaniya (OESK), a subsidiary of INTER RAO UES, acts as the sole executive authority over all sales assets with exception of Oryol Branch of INTER RAO UES.

Apart from that, INTER RAO UES acquired blocking stakes in Tomskaya Energosbytovaya Kompania and Kubanskaya Energosbytovaya Kompania as the result of additional share issue.

FUEL SUPPLY

Which segments of the fuel market are interesting for the company?

INTER RAO UES strategy is focused on creating an internal supply of resources diversified by the type of fuel. In the course of fuel business development, we intend to enter gas and coal mining markets. Apart from that, INTER RAO Holding is interested in using alternative fuels for power generation.

ENGINEERING AND EQUIPMENT MANUFACTURING

What assets do you have in this line of business?

In 2010, the holding completed the acquisition of controlling stake in Russian Quartz Group, a leading Russian provider of engineering and maintenance services in power industry. INTER RAO UES is also developing partnerships with the leading Russian and international enterprises including General Electric, WorleyParsons and GK Rostekhnologii.

What development strategy is pursued in this line of business?

Our engineering business development strategy is focused on the following objectives:

  • Creating a full-scope worldwide-competitive engineering business providing a complete range of services from design to operation of various power facilities 
  • Optimize timelines and costs of new construction projects 
  • Create a set of world-class streamlined and standardized projects and technology solutions for Russian heating power industry and establish leadership in the Russian engineering and power equipment market 
  • Support development of Russian energy machinery industry
  • Increase international sales and contribute to implementation of the Russian Foreign Economic Policy by helping increase the share of high value-added energy equipment export to new markets in the total export.

HUMAN RESOURCES AND SOCIAL POLICY

Charitable activities are a part of INTER RAO UES corporate responsibility program and a core driver of sustainable development of our business.

We undertake various charitable activities supporting public and governmental organizations, educational institutions and healthcare facilities. We view supporting public and youth sports, running scholarship programs and conserving-restoring national heritage. We run a series of special programs to support industry veterans as well as veterans and disabled veterans of the Great Patriotic War.

What is INTER RAO's human resources policy towards the personnel of consolidated companies?

INTER RAO is focused on increasing efficiencies and bringing consolidated assets to new levels of their development. We are planning to pursue a unified human resources policy across all companies of the holding. This policy includes such elements as optimization of headcount and remuneration systems, rewarding the best employees and attracting new professional technical experts and managers.

INVESTING

What is the size of INTER RAO investment program for current year? What activities does it cover?

Total CAPEX budgeted by INTER RAO UES for the year 2011 is RUB 6,299 million inclusive of VAT

We invest in retrofitting, modernizing and upgrading existing facilities and constructing new facilities.

The key new facilities involving new construction under INTER RAO UES investment program are the following:

  • Retrofitting of Ivanovo TPS — completing construction of the second PGU-325 generating unit. This 325 MW unit is scheduled for operation in 2012 
  • cover outstanding liabilities related to construction of unit 2 at Kaliningrad CHPP. This unit was commissioned in Q4 2010.

In 2011, we're also planning to invest in improving energy efficiency and energy savings, R&D and improving counter-terrorism security of our facilities.

For further details on INTER RAO Group investment program, please visit Investing.