Legal Materials - Rules of avowal of deals with OAO RAO “UES of Russia” and DZO securities by people with access to insider information

1.General terms

1.1. Within these Rules insider information about OAO RAO “UES of Russia” and (or) its associated and (or) dependant companies (further on – Company and DZO[1]securities) means any undisclosed information related to mentioned securities and deals with these securities, as well as to issuers of these securities and their activities, disclosure of which may essentially influence market value of these securities and which gives people with access to this information advantage comparing to other people. Insider information about securities and their issuer is also information subject to disclosure in accordance with the Russian Federation legislation of securities market, normative legal acts and internal Company documents – till the moment of disclosure.

Moment of information disclosure is publishing of information to be disclosed in accordance with request of federal executive authorities regulating activities at securities market and OAO RAO “UES of Russia” internal documents.

Within these Rules securities are shares, bonds, issuer’s options, depositary receipts, and other securities and financial instruments.

1.2. Within these Rules insiders are physical and legal entities with right to access insider information on the authority of law, any other normative legal act, duty regulation or any other Company internal document, as well as on the authority of agreement with Company.

People with access to insider information are as follows:

1.2.1 Company Board of directors; members;

1.2.2 Company Board of directors’ Committees members;

1.2.3 Company Board members;

1.2.4 Person, executing the authorities of Company sole executive body;

1.2.5 CompanyAuditingcommitteemembers;

1.2.6 Company employees (top managers and experts – in accordance with Company organizational-management documents) who by virtue of their duties have access to insider information;

1.2.7 People engaged in provision of services to Company, including services on the basis of civil agreement, with the right to access insider information;

1.2.8 Company registering office, including its employees and people providing services on the basis of civil agreements with the right to access insider information by virtue of their duties;

1.2.9 Company auditor, including employees and people providing services to auditor on the basis of civil agreements with the right to access insider information by virtue of their duties;

1.2.10 Company valuator, including employees and people providing services to valuator on the basis of civil agreements with the right to access insider information by virtue of their duties;

1.2.11 other people providing services or engaged by Company with the right to access insider information;

1.2.12 members of executive bodies and DZO employees (top managers of I and II category – in accordance with Company organizational-management documents).

1.3. Agreements with legal entities who by virtue of their duties or services provided have the right to access insider information should include regulation obliging them to present the list of people who will be granted access to insider information, amendments and additions to this regulation as well as confirmation of the fact that mentioned people have undertaken the responsibility specified in chapters 2 and 3 of these Rules. The lists should be submitted to OAO RAO “UES of Russia” Auditing Committee Secretary.

1.4. Employment and civil agreements with people who by virtue of their duties in accordance with employment agreements or job responsibilities and (or) services provided will be granted access to insider information should include regulation on responsibility of mentioned people to observe conditions of chapters 2 and 3 of these Rules.

2. Requirements to people with access to insider information

2.1. People with access to insider information are not allowed to:

2.1.1 use insider information with the purpose of acquisition or selling of Company and (or) DZO securities at their own expense or at the expense of third parties;

2.1.2 transfer insider information to any other person except if such transfer is made within execution of their official, professional or other duties. At this a person who transferred information is responsible for its integrity within the frames of confidentiality agreement.

2.1.3 recommend or induce any other person on the basis of insider information to acquire or sell Company and (or) DZO securities having any relation to this information.

2.2. People listed in paragraphs 1.2.1 – 1.2.11of these Rules should notify OAO RAO “UES of Russia” Auditing Committee on their deals with Company and (or) DZO securities in accordance with procedure set by chapter 3 of these Rules.

2.3. People listed in paragraph 1.2.12 of these Rules should submit to auditing committees of DZO boards of directors (if there are any) or directly to Board of directors of corresponding DZO declarations of their deals with Company and (or) DZO securities according to regulation set by paragraphs 3.2 - 3.5 of chapter 3 of these Rules not later than by 3^rd day of the month following the reporting month. Declaration should be in written form, signed by person who presented declaration.

3. Order of notifying by people with access to insider information about deals with Company and DZO securities

3.1. People with access to insider information should within 3 days after the end of calendar month of the deal or the calendar month when they found out or should have found out about the deal submit declaration of Company and (or) DZO securities deal to OAO RAO "UES of Russia" Auditing Committee.

3.2. Declaration should contain the following information:

3.2.1 type of securities or financial instruments;

3.2.2 name of issuer and exchange if the deal was exchange-traded;

3.2.3 amountofsecurities– subjectofdeal;

3.2.4 type of deal: acquisition, sales, deposit, credit (loan) granting (obtaining), etc.;

3.2.5 date of the deal;

3.2.6 price of the deal;

3.2.7 other essential conditions of the deal.

3.3. Declaration form is approved by OAO RAO “UES of Russia” Auditing Committee.

3.4. Requirements set in paragraphs 3.1 and 3.2 of these Rules are obligatory for people listed in paragraphs 1.2.1 – 1.2.12 of these Rules and in cases when Company and (or) DZO securities are transferred for trust management (excluding cases when insiders own investment stocks of share investment funds with Company and (or) DZO securities as part of their property).

3.5. Declaration should also be submitted by people listed in paragraphs 1.2.1 – 1.2.12 of these Rules in case of legal entity's deals if such information is known or should be known by virtue of their duties when the mentioned entity is a sole executive body or a member of collegiate executive body or board of directors and owns more than 20 percent of shares of legal entity (excluding cases when insiders own investment stocks of share investment funds with Company and (or) DZO securities as part of their property.

3.6. Declaration is submitted to OAO RAO “UES of Russia” Auditing Committee Secretary in written form, signed by person who presented declaration.

4. Procedure of disclosing information about deals made by people with access to insider information

4.1. Auditing Committee of OAO RAO “UES of Russia” Board of directors approves by 10^th day of the month following the reporting month a report on all deals made by people with access to insider information. Not later than by the following day after the report is approved, this report should be published at OAO RAO “UES of Russia” Internet-site in the form approved by Auditing Committee of OAO RAO “UES of Russia” Auditing Committee. In case there is no information about the deals made by people with access to insider information, the report is not published.

4.2. Auditing Committee includes the detailed analysis of insiders’ declared deals with Company and (or) DZO securities into intermediate and annual reports to OAO RAO “UES of Russia” Board of directors. (without information about important terms and conditions of the deals)