INTER RAO LietuvaInvestor Presentation

December 2012

DisclaimerNOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

IMPORTANT NOTICE

By receiving this presentation, you agree to be bound by the following limitations.

In the European Economic Area, with respect to any Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States.

This communication is directed solely at (i) persons outside Lithuania, Poland and the United Kingdom, or (ii) persons with professional experience in matters relating to investments and high net worth entities, and other persons to whom it may lawfully be communicated, falling within respective provisions implementing article 3.2.a of the Prospectus Directive in Lithuania and Poland, (iii) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"), (iv) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, and (v) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i)-(v) above being "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this communication.

This presentation and its contents are confidential and proprietary to AB INTER RAO Lietuva (the "Company") and no part of it or its subject matter may be reproduced, redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding the relevant person's professional advisers) or published in whole or in part for any purpose without the prior consent of the Company or UAB FMI Orion Securities. If this presentation has been received in error then it must be returned immediately. The recipients of this presentation should not base any behaviour in relation to investments or products which would amount to market abuse on the information in this presentation until after the information has been made generally available. Nor should the recipient use the information in this presentation in any way which would constitute market abuse.

These materials shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

The information contained in this presentation has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the correctness, completeness or accuracy of the information or opinions contained therein. Neither the Company nor any of its representatives will be liable for any damages arising from any use of this presentation or otherwise arising in connection with this presentation.

Assumptions, opinions and views reflected in this presentation are solely opinions and forecasts of the Company. Opinions and forecasts are statements using expressions such as "expects", "believes", "assumes", "is the opinion", "to the best of our knowledge" and similar phrases. They reflect the current view of the Company with regard to potential future events, which, however, are uncertain and therefore subject to risk. A multitude of factors can cause actual events to differ significantly from an anticipated development, such as changes in regulatory systems, increased or new competition in the market, risks arising from acquisitions, interest rate and currency risks or risks based on previous liabilities and litigation risks. Neither the Company nor its management can answer for the future accuracy of the opinions expressed in this presentation or the actual occurrence of the developments forecast.

The information contained herein has been prepared using information available to the Company at the time of preparation of the presentation. External or other factors may have impacted on the business of the Company and the content of this presentation, since its preparation. In addition all relevant information about the Company may not be included in this presentation.

2

3

1. Introduction

2. Market background

3. Company overview

Appendices

Agenda

Ph.D. Paulius VazniokasEconomic Director , CFO

Joined the Company in 2007

Vidas ČebatariūnasMember of the Management BoardCommerce Director

Joined the Company in 2005

Jonas GarbaravičiusMember of the Supervisory Board, Chairman of Scaent Baltic,Selling shareholder

Joined the Company in 2008

Today’s presenters

1.Introduction

4

Type of offering ↘ IPO of INTER RAO Lietuva AB common shares with a nominal value of EUR 0.29 per share

Timing of the offering

↘ Offering period ending on 7 December 2012

Pricing↘ Max price of EUR 6.55 per share (capitalization of EUR131 million), offering price set following

the book building

Offer structure ↘ Up to 4,000,000 existing shares (20% of the Issuer’s share capital)

Listing ↘ Main list of Warsaw Stock Exchange and the first day of trading on or about 18 December 2012

Stabilization ↘ Up to 500,000 at Offer price, period 30 days

Offering structure ↘ Public offering in Poland and Lithuania and Reg S placement outside Poland and Lithuania

Lock-up ↘ 1 year following the Listing Date for the Company and the shareholders

Manager ↘ Orion Securities - Global Coordinator and Bookrunner

Offering structure

5

Offering timeline

6

DecemberM T W T F S S

             

1 2

3 4 5 6 7 8 9

10 11 12 13 14 15 16

17 18 19 20 21 22 23

24 25 26 27 28 29 30

31             

NovemberM T W T F S S

             

      1 2 3 4

5 6 7 8 9 10 11

12 13 14 15 16 17 18

19 20 21 22 23 24 25

26 27 28 29 30                 

Date Event

27 Nov • Prospectus published

27 Nov – 7 Dec • Retail subscription period

27 Nov – 4 Dec • Roadshow

5 Dec – 7 Dec • Bookbuilding

10 Dec • Press release on pricing and preliminary allocation

11 Dec • Payment for the Offer Shares by Institutional Investors

12 Dec • Press release on final allocation structure

13 Dec • Closing and settlement

18 Dec • Listing and trading

18 Dec – 18 Jan • Stabilisation

JanuaryM T W T F S S

             

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27

28 29 30 31             

Quick glance

7

↘Accessing capital markets

↘ Increasing transparency, visibility, and reliability

↘Aiding growth in the end-user segment

↘Possibility to use shares to settle future acquisitions

IPO Goals

Source: VŽ.LT, LITGRID, Regula

↘Top 1 largest electricity trading company

↘Top 3 largest wind park by installed capacity

↘Top 12 largest tax payer in Lithuania

↘Top 22 largest company by revenues

The Issuer

8

Investment highlights

↘ Natural increase in electricity consumption in the Baltics

↘ Further Baltic market growth following the completion of LitPol 1&2, EstLink 2 and NordBalt links

↘ New generation capacities in the region, including the completion of Kaliningrad nuclear power plant

Company offering high dividend payouts stemming from high and stable operating margins

Consolidating leading wholesale electricity

market position in the Baltics

↘ Liberalization of the Baltic electricity market from 2013 will allow all consumers to choose an independent electricity supplier thus increasing market size

↘ Entering end-users segment will entitle company to extract the additional margin

Entering end-users electricity business

Expansion in electricity markets

↘ Enter Polish electricity market in 2013 – with local purchase and resale of energy

↘ Further expansion in Poland driven by availability of cheap base-load source from Kaliningrad

↘ Increase in market share in existing markets

Further development of

renewable energy portfolio

↘ The company is actively looking for new renewable energy projects to invest in the Baltic Sea region

↘ Renewable energy sector includes wind, and solar power plants

↘ High profitability expected from RES projects

↘ Reliable supplier of electricity

↘ Strong market position in home country¹

↘ Increasing market share in Estonia and Latvia

44%

17%

7%4%

18%

11%

INTER RAO Lietuva Lietuvos energija

Vilniaus energija Kauno termofikacinė elektrinė

Latvenergo prekyba Other

Leading wholesale electricity trader in Lithuania and the Baltic states, with plans to diversify into retail segment and enter new markets, including Poland

Sole authorized representative of INTER RAO UES in the Baltic region

30MW wind park in Vydmantai with a guaranteed feed-in tariff of 300LTL/MWh until 2020

Business highlights

Trading position Cooperation with Inter RAO UES Renewables

9

↘ Electricity purchased from Inter RAO UES is cheaper than the average price in the Baltics

↘ Inter RAO UES is a leading player in the Russian electricity market

↘ Agreement with Inter RAO UES is valid till 2020 with possibility to renew the agreement

↘ Strategic goal of increasing installed capacity through acquisitions by up to 100 MW by end of 2015

↘ Acquisition of new projects is expected to be a significant source of revenue growth in the coming years

↘ Acquisitions of new projects are planned to be financed with debt and retained earnings

↘ Bigger acquisition projects may be completed together with INTER RAO UES

1. Market shares in Lithuanian wholesale electricity trading as of 2011Source: Lithuanian National Control Commission for Prices and Energy

10

98.8%

1.2%

Electricity purchase and sales Electricity production and sales

91.2%

8.8%

Electricity purchase and sales Electricity production and sales

Key figures

2009 2010 2011 1H 2011 1H 20120

200400600800

1,0001,2001,400

105

750919

420 453

2009 2010 2011 1H 2011 1H 20120

25

50

75

100

-3%0%3%6%9%12%15%18%

17.9

69.478.8

36.243.8

17.1%9.3% 8.6% 8.6% 9.7%

Revenues (LTLm)1

EBITDA (LTLm), EBITDA margin (%)

2009 2010 2011 1H 2012

-100

-50

0

50

100

-02x

00x

02x

-19.8

-81.9

70.472.6

-1.1x -1.2x0.9x

0.8x

Net debt (LTLm), Net debt/EBITDA2

Sales breakdown

Margin (%)

Net debt/EBITDA (x)

1. The litas is pegged to the euro at the rate of 3.4528 to 12. The Company has been operating without any interest bearing liabilities until 2011, when financing was raised for the acqusition of Vydmantai wind farm

98.0%

2.0%2011 1H 2012

EBITDA breakdown2011 1H 2012

82.2%

17.8%

Net profit (LTLm), Dividends (LTLm), Payout ratio

2009 2010 20110

20

40

60

80

0%

50%

100%

150%

200%

250%

15

59 61

29

61 64194%

103% 105%

Net profit Dividends declaired Dividend payout ratio

2.Market background

11

Lith

ua

nia

La

tvia

Es

ton

ia

Eu

roz

on

e

EU

-27

Po

lan

d

Ru

ss

ia 0%

20%

40%

60%

80%

100%

36.1%44.2%

8.0%

90.7%85.4%

55.0%

8.1%

Baltic macroeconomic overview

2011 2012E 2013E 2014E0%

2%

4%

6%

8%

10%

8.3%

2.5%3.1%

4.0%

5.5%

4.3%3.6% 3.9%

5.9%

2.9% 3.1%3.6%

Estonia

Latvia

Lithuania

Lithuania Latvia Estonia Euro area EU-27 Poland Russia

(1%)

0%

1%

2%

3%

4%

5%

2.9%

4.3%

2.5%

(0.4%) (0.3%)

2.4%

3.7%

Baltic countries’ GDP is expected to grow steadily

Baltics growth outpaces that of EU

2012 GDP growth forecast for selected countries

Government finances – low debt ratios

Public debt to GDP (2012E)

Growth set to remains robust

12

Source: EIU, European Commission

↘ Baltic States economies are recovering

↘ Increasing exports together with internal devaluation resulted in higher region’s competitiveness

↘ Baltics growth rate outpaces EU

↘ Region’s GDP growth forecasts are positive and above that of Eurozone or EU-27

↘ Sovereign debt levels are under control

↘ All three Baltic countries have maintained relatively low debt levels throughout the crisis

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 20110

2

4

6

8

10

12

6.91 7.24 7.517.94

8.45 8.82 9.2 9.55 9.889.16 9.22 9.36

4.48 4.58 4.88 5.2 5.4 5.73 6.146.61 6.63

6.1 6.22 6.195.69 6.01 6.33 6.4

6.9 7.18 7.43 7.08 7.43 7.16

Lithuania Latvia Estonia

↘ Electricity consumption in Estonia, Latvia and Lithuania has been gradually increasing since 1999 and peaked in 2008:

↘ In 2009, following the economic slowdown around the globe, demand severely declined

↘ Since 2010 the demand in the region has been increasing

↘ Lithuania, having the largest population among the Baltic States, has been the largest net consumer of electricity in the region:

↘ Lithuania – 9.4 TWh

↘ Estonia – 7.2 TWh

↘ Latvia – 6.2 TWh

↘ The most significant consumers in the region are industry, residential segment, and trade and other commercial users

↘ Electricity consumption per capita in Latvia, Lithuania and Estonia is still lagging behind more developed countries

↘ Level of electricity consumption depends mainly on:

↘ Short-term factors: time of the day/week, weather conditions, holiday, utilisation of appliances,

↘ Long-term factors: population growth and its composition, electricity price, economic growth, commercial and industrial usage, climate change

Ru

ss

ia

Fra

nc

e

Ge

rma

ny

Sp

ain

Cz

ec

h R

ep

...

Un

ited

Ki..

.

Es

ton

ia

Ita

ly

Po

lan

d

La

tvia

Lith

ua

nia

6,878 6,8486,470

5,656 5,440 5,280 5,145 4,949

3,103 2,8752,535

Electricity consumption per capita (kWh)1

Electricity consumption in the Baltics excl. exports (TWh)

13

Baltics electricity demand

Source: Eurostat Statistical Pocketbook April 2012; Business Monitor International Q3 2012; Lithuanian National Control Commission for Prices and Energy; Central Statistical Bureau of Latvia; Statistics Estonia, Eesti Energia, Eesti Gaas

Electricity consumption in the region is growing

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 20110

2

4

6

8

10

12

14

16

18

20

2.3 2.6 2.6 2.8 2.93.2 2.6 2.6 2.6

2.6

3.62.9

8.4

11.414.1

15.5 15.110.3

8.7 9.8 9.9 10.9

1.1 1.5 1.2 1.7 0.7

7.18.7

Imports Thermal Hydro Renewables Other Ignalina

TW

h

↘ Ignalina NPP with two 1,500 MW units has historically produced from 69% to 80% of all electricity in Lithuania.

↘ Lithuania agreed to completely shut down Ignalina NPP by the end of 2009 as part of its accession agreement with the European Union↘ The closure changed Lithuania status from a net electricity

exporter to a net importer of electricity ↘ Electricity imports increased by 10 times to 7.1 TWh in

2010↘ In 2011 electricity imports increased further by 22.5% to 8.7

TWh↘ Lithuanian electricity system is dependent on gas and

electricity imports↘ Imported gas is used as a fuel in local thermal power

plants, however, these power plants produce electricity at uncompetitive prices

↘ Electricity import price is dependent on electricity price in Russian market, which is dependent on local gas and oil prices

↘ The new planned interconnections with Sweden and Poland would facilitate increase diversity of supply

Lithuania electricity production and importsLithuania is heavily dependent on electricity import

14

Lithuania electricity supply

Power generation and system interconnection

Source: Lithuanian National Control Commission for Prices and Energy

2009

2010

2011

0 1,000 2,000 3,000 4,000 5,000 6,000

2,058

2,056

2,174

900

900

900

596

596

584

68

161

185

101

101

101

26

25

26

1300

Gas/fuel oil

Pumped storage

Gas

Wind

Flow of river

Biomass

Solar

Other

Nuclear

Lithuania, installed capacity by fuel type

15

Baltics power market overview

Source: National Control Commission for Prices and Energy, Central Statistical Bureau of Latvia, Statistics Estonia, Eesti Energia, Eesti Gaas.

2009

2010

2011

0 500 1,000 1,500 2,000 2,500 3,000

1,536

1,576

1,576

917

929

933

29

30

36

27

34

60

Flow of river

Gas

Wind

Other

Latvia, installed capacity by fuel type

2009

2010

2011

0 500 1,000 1,500 2,000 2,500 3,000 3,500

2,380

2,380

2,380

190

190

190

141

148

184

160

213

240

Oilshale

Gas

Wind

Other

Estonia, installed capacity by fuel type

Uncompetitive generation capacity

↘ Electricity generation capacity in Lithuania is not competitive:↘ Imported gas price is at such levels that electricity produced in

local power plants is two times larger than the market price↘ Newly launched block in Lithuania is using 30% less gas, but the

cost of electricity is still much above the market price↘ During flood season Latvia is able to produce relatively inexpensive

electricity, however, during other seasons Latvia’s generation capacity is also uncompetitive.

↘ In 2015 transition period for Narva PP, the largest electricity generator in Estonia, will expire↘ This is likely to result in much higher electricity prices in Estonia

and increase in imports from neighbouring countries

↘ NordBalt is to link Lithuania directly with Sweden

↘ Its capacity will amount to 700MW and is scheduled to be operational from December 2015

International links under construction

↘ Estlink 2 linking Estonia to Finland will have a capacity of 650MW

↘ EstLink 2 is co-financed by the EU, and construction should be completed in 2014

↘ LitPol 1 linking Lithuania to Poland is currently scheduled to become operational by the end of 2015, initially with 500MW throughput, subsequently increased to 1,000 MW by 2020

↘ According to the Lithuanian National Energy Independence Strategy, LitPol Link 2 shall be commissioned by 2018/20 and have a capacity of 700-800 MW

↘ Both links have the full support of the Polish PM who in a recent expose in the Polish Parliament confirmed the date of 2020 as the completion date for the entire project

EstLink 2

LitPol

NordBalt

16

EstLink 2

LitPol

NordBalt

↘ Trading opportunities for the Company will substantially increase when wholesale electricity clients from Sweden and Poland enter the Lithuanian market

↘ The Company expects to exploit potential market opportunities by purchasing electricity in Sweden and Poland in order to resell it in Lithuania, as well as in other Baltic States, and vice versa.

Further electricity market growth facilitated by the completion of international links

Source: PSE Operator; Litgrid; Elering; Litgrid

↘ From 2013 all electricity consumers will be eligible to choose electricity suppliers in Lithuania and Estonia. Latvia has been fully liberalized since 2007.

↘ Liberalisation is significantly increasing market size and allows the Company to enter into higher margin segment

Eligibility threshold by installed capacity

Market liberalisation

17

Lithuanian electricity market liberalization timetable

20 GWh 9 GWh 3 GWh 400 kWh 100 kWh 30 kWh All end-users

                       

2002 2003 2004 2010 2011 2012 2013

Latvia

↘ In compliance with EU requirements, the state-owned monopoly Latvenergo AS was reorganized in July 2007. As a result, the market became fully liberalized

↘ Despite the liberalized market, consumers are still heavily dependent on state-owned utility company, which owns majority of electricity generation

Estonia

↘ Until 2009, electricity market opening level was only 12% level, with the eligibility threshold set at 40 GWh p.a.

↘ Starting from April 2010, 35% of the market was freed, with the eligibility level at 2 GWh

↘ Current law foresees that Estonian electricity market will be fully liberalized from 2013

Liberalization process created an opportunity for the customers to select their own electricity supplier

3.Company overview

18

19

2009 2010 2011 1H 2011 1H 20120

1,000

2,000

3,000

4,000

5,000

6,000

7,000

1,062

5,4465,866

2,729 2,846

Lithuania Latvia Estonia Russia Belarus

Sales by country (GWh)

Purchase by volume and origin (GWh)

Electricity sales and purchases

2009 2010 2011 1H 2011 1H 20120

1,000

2,000

3,000

4,000

5,000

6,000

7,000

1,064

5,4465,866

2,729 2,846

Russia Lithuania Latvia Estonia Belarus

↘ The largest amount of electricity is realized in Lithuania, followed by Latvia and Estonia

↘ In 2011, Company realized 4 TWh in Lithuania, 1.6 TWh in Latvia and 0.2 TWh in Estonia

↘ Electricity sales in Latvia almost doubled in 2011

↘ The Company purchases vast majority of electricity from Inter RAO UES, which has significant electricity generation capacities and thus it is a reliable and credible partner

↘ Majority of the agreements are long-term – their validity expires at the end of 2020 and then shall be automatically renewed

↘ The Company has also signed an agreement with INTER RAO UES on potential export of electricity generated in Baltiiskaya NPP under construction in Kaliningrad

↘ The Company also purchases electricity from producers in Lithuania, Latvia and Belarus, always considering the best timing and market conditions

Reliable supplier of electricity at competitive price

20

In 2011, the Company had 44% share in Lithuanian wholesale trading market

↘ Wholesale electricity market comprises trading, based on bilateral agreements or through the power exchange. Wholesale electricity trading is carried out on the basis of the latter

↘ Under the Lithuanian law, all imported electricity (irrespective of origin) has to be sold at the power exchange, and all electricity to be exported (irrespective of the destination) has to be purchased at the power exchange

↘ As of 30 June 2012, there were 65 independent electricity suppliers in Lithuania, however only 26 were actively operating

Market position in Lithuania – wholesale

Electricity sales on the Lithuanian power exchange Electricity purchases on the Lithuanian power exchange

44%

18%

17%

7%

4%

11%

40%

40%

7%

3%3%

6%

2010 2011

45%

19%

18%

6%

4%8%

82%

5%

5%3% 5%

2010 2011

INTER RAO Lietuva Lietuvos energija Vilniaus energija Kauno termofikacine elektrine

Latvenergo Prekyba OtherORLEN Lietuva Enefit

Source: Lithuanian National Control Commission for Prices and Energy, Company data

21

↘ Vydmaintai wind park is the third largest wind park in Lithuania.

↘ In July 2011 the Company acquiring Vydmantai Wind Park in western Lithuania for a total cash consideration of LTL 71.4m

↘ In the period 2009-2011 the net annual electricity production varied in range of 54 and 70 GWh

↘ Under the current energy law, all wind farms and projects with granted quotas are able to receive 300 LTL/MW feed-in-tariff for 12 years from the start of operations

↘ 300 LT/MW FIT is valid till 31 December 2020

↘ New energy law in Lithuania requires wind projects to participate in tender bidding procedure for quotas. The lowest required feed-in-tariff receives quotas for 12 year period at bid prices.

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

2009

2010

2011

High cash flow and profitability project Electricity generation revenues, mLTL

Wind farm

Vydmantai Wind Park

Source: Litgrid

22

Strategy Market backdrop

↘ Consolidate the leading wholesale electricity trader position in the Baltics (current share of 44% in the Lithuanian market)

↘ Increase market share in Latvia and Estonia

↘ Expand current customer base

Inter-

connections

↘ Completion of 500 MW LitPol Link (2015), 700 MW LT-SWE NordBalt link (2015), and 650 MW EstLink 2 (Estonia-Finland; 2014) would significantly increase the regional electricity market

↘ Further develop wind capacity up to 100MW by the end of 2015

Feed-in

tariff

↘ Renewable energy supportive schemes in place in the Baltic region

↘ Diversify operations into retail and a solid end consumers’ base Bal

tics

↘ From 1 January 2013 full market liberalization in the Baltics will significantly increase market size and provide growth opportunities for the Company

↘ Capitalise on preliminary agreement with INTER RAO UES on potential export of electricity to be generated by the Kaliningrad NPP to the Baltic States

↘ Capitalise on the interconnection of national power systems

KNPP

↘ Electricity produced in KNPP could be sold on the Polish market, provided that LitPol is fully operational

↘ KNPP will provide a reliable and competitive baseload generation source

↘ Expand sales in Poland (start from 2013) and selected international markets

↘ Initial focus on trading, with electricity purchases in Poland, and development of derivatives trading

↘ In the long-term – enter retail segment in Poland

Poland

↘ Largest CEE economy and one of the largest countries in the European Union with strong and resilient macroeconomic backdrop

↘ Tightening reserve margin indicates power price upside potential

↘ North of Poland is deprived of baseload generation

Strategy

1

2

3

4

5

↘ The Company has set a dividend payout rate of no less than 70% of the net profit

↘ The Company retains the right to pay out less than 70% if there are significant investment projects that would ensure Company’s value growth.

↘ Dividends for 2011, 2010 and 2009 amounted to LTL 64.0m, LTL 60.8m and LTL 29.0m respectively

↘ On 20 July 2012 the Shareholders adopted a resolution on the increase of the share capital from the Company’s own funds from LTL1m to LTL20m.

↘ The net profit for distribution for the financial year ending 31 December 2012, will be reduced by the amount of the share capital increase (i.e. LTL19m)

↘ 2011 dividend yield assuming maximum offer price is 14.1%1

Dividend policy

23

2009 2010 20110

10

20

30

40

50

60

70

80

0%

50%

100%

150%

200%

250%

15

59 61

29

61 64194%

103% 105%

Net profit Dividends declaired* Dividend payout ratio

Historical dividends (LTLm)

Double digit dividend yield and high payout ratio

1. Assuming maximum offering price of 6.55 EUR2. * Dividends declaired for the year is paid in the following year

Income statement, 000‘LTL 2009 2010 2011 1H 2011 1H 2012

Sales revenue 104,539 750,389 919,080 419,678 453,350

Gross profit 25,662 79,462 91,965 44,512 47,335

Margin % 24.55% 10.59% 10.01% 10.61% 10.44%

EBITDA 17,862 69,439 78,800 36,245 43,818

Margin % 17.09% 9.25% 8.57% 8.64% 9.67%

EBIT 17,485 69,076 74,032 36,095 38,516

Margin % 16.73% 9.21% 8.06% 8.60% 8.50%

Net profit 14,953 59,061 61,200 31,171 30,777

Robust financials

24

Balance sheet, 000‘LTL 2009 2010 2011 1H 2011 1H 2012

Total non-current assets 8,930 6,718 139,393 137,611

Prepayments 71 8,457 6,723 1,614

Receivables 11,725 59,726 45,086 39,219

Other 5,593 600 355 327

Cash and cash equivalent 19,786 81,932 33,885 27,780

Total current assets 37,175 150,715 86,049 68,940

Total assets 46,105 157,433 225,442 206,551

Equity 33,666 63,745 64,150 30,904

Non current liabilities 1,087 801 103,660 99,880

Trade payable 11,127 70,503 31,797 25,780

Others 225 22,384 25,835 49,987

Current liabilities 11,352 92,887 57,632 75,767

Total equity and liabilities 46,105 157,433 225,442 206,551

High and stable operating margins

↘ Sales revenues have increased by 9 times since 2009

↘ The increase in sales was facilitated by the closure of Ignalina NPP and thus increased electricity import

↘ In 2011 sales revenue has further increased by 22.5% to LTL 919 m

↘ Despite significantly growing electricity import and being the leading wholesale electricity trading company, gross profit margin was maintained at 10% level

↘ CAPEX is relatively low compared to electricity generation companies

↘ Higher free cash flow results in higher dividends

↘ The Company has previously been operating without debt till the acquisition of Vydmantai wind park

↘ Sound financial results of the Company allows and facilitate its further expansion, including renewable energy sector in Lithuania and abroad

Management board

25

Karina TsurkanChairman of the Board

• Joined the board in October 2011• Currently Head of Trading Unit and

management board member in Inter RAO UES

• Previously head of numerous Geographic Units in Inter RAO group

• Holds a bachelor’s degree in law from International Independent University of Moldova, and an MBA from the University Consortium of Spain

Ilnar MirsiyapovMember of the Board

• Joined the board in July 2012• Previous experience in various energy

companies, including Rosatom, Atomic Energy Power Corporation.

• Holds a Bachelor’s degree in management, a Ph.D. of Sociological Sciences, both from; an Engineer’s degree in oil and gas production and development from the Almetyevsk State Oil Institute as well as a Ph.D. of economic sciences

Giedrius BalčiūnasMember of the Board, CEO

• Joined the board in July 2012• Professional experience – 10 years• Served on the board in 2007-2008• CEO of the Company since 2003• Currently board member in various Issuer’s

companies• Holds a degree from Kaunas Polytechnic

Institute

Dmitry PaluninMember of the Board

• Joined the board in March 2010• Previous positions include Head of the

Economics and Finance Department, the Head of the Treasury Department and the Associate CFO.

• Holds a degree in management and engineering from Moscow State Aviation Institute, also holds an MBA from Higher School of International Business at the Academy of National Economy

Vidas ČebatariūnasMember of the Board, Commerce Director

• Joined the board in April 2007• Professional experience – 11 years• Commerce director since 2005• Previous experience include being in

managerial positions in many energy companies

• Holds a Master‘s degree in economic analysis and planning from the Vilnius University.

Key personnel

26

Experienced team with extensive track record

Jonas GarbaravičiusMember of Supervisory Board

• Joined the Company in 2008• Professional experience – 12 years• Currently Counsellor of CEO of the

Company, Chairman of the Management Board of the Scaent.

• Served on the Company‘s Management Board in the years 2008-2012

• Holds a Bachelor’s degree in Business Administration, took part in Energy Experts Programme organized by the Nordic Council of Ministers

Paulius VazniokasEconomic Director, CFO

• Joined the Company in 2007• Professional experience – 6 years• Economic Director since 2007• Currently holds several positions in the

Group Companies• Holds a Ph.D. degree in Economics, a

Master‘s degree in Finance and Banking, and a Bachelor’s degree in Business Administration from Vytautas Magnus University.

Nerijus VeikšaLegal Department Director

• Joined the Company in 2007• Professional experience – 12 years• Past professional experience includes post

of Director at National Association of Business Administrators, Asistant General Director at Kauno termofikacine elektrine,

• Holds a Master‘s degree in International Commercial Law an a Bachelor‘s degree in Business Administration of Vytautas Magnus University.

Aiste Vaitaityte Deputy CEO

• Joined the Company in 2003• Professional experience – 9 years• Deputy CEO since June 2005• Previously, Head of Information Analysis

and Transmission Division. • Holds a Master‘s degree in Law and

Management from Mykolas Romeris University and a Bachelor‘s degree in Social sciences from Lithuanian University of Educational Sciences

Edvardas VažgėlaElectricity Trading Development Director

• Joined the Company in 2012• Professional experience – 35 years• Experience in electricity sector for over 20

years, including working in leading positions in Lietuvos Energija

• Holds a degree from Kaunas Polytechnic Institute with specialization in electricity engineering

↘ Management team has extensive technical and business experience in the area of electricity trading

Key highlights

Consolidating leading wholesale electricity market position in Lithuania

27

Entering end-users electricity business

Investment highlights

Expansion in other electricity markets

Further development of the wind farm portfolio up to 100 MW by 2015

Business highlights

Company offering high dividend payouts stemming from high and stable operating margins

Reliable supplier of a significant volume of electricity at competitive prices

One of the leading players in wholesale electricity markets in Baltics

Highly competent, and experienced management with extensive knowledge of the market

Established relationships with largest customers in the region

Sound financial results support further development

Appendices

28

Shareholders

29

Current shareholding Shareholding after the offering1

RAO Nordic OY51.0%UAB Scaent Baltic

49.0%RAO Nordic OY

51.0%

UAB Scaent Baltic29.0%

Public20.0%

1. Assuming complete sale of the offer shares

↘ RAO Nordic OY is a wholly-owned Finnish subsidiary of INTER RAO UES, the State-owned Russian energy holding company managing assets in Russia, several countries of the CIS and the EU with 28GW of total installed capacity

↘ INTER RAO UES’ operations comprise electric power and heat generation, international power trading and electric industry engineering. As of October 2012, its market capitalization on MICEX–RTS was approximately Russian rubles 265 billion (EUR 6.6bn)

↘ UAB Scaent Baltic is an investment company enagaged primarily in the energy sector. Scaent Baltic is owned and controlled by Jonas Garbaravičius and his family

↘ UAB Scaent Baltic is involved in investment activities in various sectors in Lithuania and abroad, including energy, investment and financial services, media and publishing, food industry and real estate

↘ Following the offering, Scaent Baltic will continue to directly own c. 29% of the outstanding share capital of the Company, assuming all of the offer shares are sold to investors

2002-2008

↘ The Company became an independent supplier of electricity in 2002, following the liberalization of the electricity market in Lithuania

↘ RAO Nordic OY (the majority shareholder), a Finnish subsidiary of INTER RAO UES, acquired 18% of the Company’s share capital from UAB VB rizikos kapitalo valdymas in 2005 and increased its stake to 51% in 2008

↘ Throughout this period the Company managed to build up relations with the largest wholesale suppliers of electricity in the Baltic States

2009

↘ Company signed a supply contract with ORLEN Lietuva

↘ The Company changed its name from UAB 'Energijos Realizacijos Centras' to UAB 'INTER RAO Lietuva.

↘ A change in electricity market dynamics following the decommissioning of the of Ignalina Nuclear Power Plant (end 2009)

2010

↘ From 1 January 2010, Lithuanian entities with installed capacity greater than 400 kW were obliged to start buying electricity from the market

↘ Company established 100% owned subsidiaries in Estonia and Latvia

2011

↘ INTER RAO Lietuva started trading in the Estonian area of NordPool Spot

↘ In July 2011 the Company acquired 100% of UAB 'Vėjo spektras' (Vydmantai wind park)

↘ The Company has signed an agreement with INTER RAO UES on potential export of electricity generated in the Kaliningrad NPP (under construction)

2012

↘ In June 2012, Nord Pool was introduced in Lithuania, thus incorporating the country into the largest Scandinavian electricity trading market

↘ In September 2012, the Company established 100 owned subsidiary in Poland

Company history

30

Group structure

31

INTER RAO Eesti OU100%

IRL Polska100%

AB INTER RAO Lietuva

SIA INTER RAO Latvia100%

UAB Alroka49.99%

UAB IRL Wind100%

UAB Vydmantai wind park100%

Organisation chart

32

Management Board

CEO CounsellorCEO

Deputy CEO

Back Office Manager

Electricity Sales Department

Economics and Investment Projects Department

Commerce Director

Sales Managers

Electricity Trading Analyst

Electricity Trading Development Director

Economic Director

Payment Settlements Manager

Project Manager

Project Analyst

Legal Department

Director of Legal Department

Administrator

Vindicatory Department

Chief Security Officer

Driver

Corporate Communications Department

PR/IR Communication

CoordinatorPress Officer

Corporate Communication

Officer

Shareholder meeting

The Company has a three-tier management structure consisting of the Management Board, Supervisory Board, and the CEO.

Corporate Governance – Management

33

↘ CEO responsible for organising and directing the day-to-day businee activities

↘ The CEO is the only person entitled to represent the Company in relations with third parties

↘ The Management Board appoints the CEO

↘ Responsible for significant and strategic decisions regarding the Company’s business

↘ The Supervisory Board supervises the activities of the Management Board and the CEO

↘ Appoints members of the Management Board

Supervisory Board (5 Members)

Karina Tsurkan

Chairman of the Board

Ilnar Mirsiyapov

Giedrius Balčiūnas

CEO

Dmitry Palunin Vidas Čebatariūnas

Giedrius Balčiūnas

Management Board

The Group constantly supports various organizations and initiatives as a part of its business mission.

↘ For the financial years ended 31 December 2011, 2010 and 2009, the Group spent LTL 4.07 million, LTL 3.91 million and LTL 3.63 million, respectively, on charity and other support

↘ These costs represent Group’s corporate values and culture to support and contribute to the overall social welfare

↘ Support, provided by the Group, is concentrated on three areas:

↘ communities,

↘ education,

↘ culture and sports

↘ While contributing to the social communities the Group donates to orphanages, hospitals, churches and various other charity and support organizations

↘ When sponsoring culture and education spheres, the Group supports universities, schools, theatres, orchestras and various other organizations and events

↘ Sports sponsorship started at the very beginning of the company’s activities, the main attention is paid to basketball, football, car races, tennis and various other sports organizations and events

34

Social Responsibility

January February March April May June120

130

140

150

160

170

0

200

400

600

800

LT

L/M

Wh

GW

h

Trading seasonality

35

1. Total volume excluding equivalent trades on the power exchange.Source: Company data.

Avg. 157 LTL/MWh

Avg. 139 LTL/MWh

January February March April May June July August September October November December120

130

140

150

160

170

0

200

400

600

800

LT

L/M

Wh

GW

h

Avg. 155 LTL/MWh

Avg. 138 LTL/MWh

January February March April May June July August September October November December100

110

120

130

140

150

160

0

200

400

600

800

Total volume (RHS) Total volume adjusted (RHS)¹ Average sale price (LHS) Average purchase price (LHS)

LT

L/M

Wh

GW

h

Avg. 138 LTL/MWh

Avg. 121 LTL/MWh

1H 2012

2011

2010

2010 2011 2012 2013 2014 2015 20160

5

10

15

20

1714 15

1720

11

17

2010 2011 2012 2013 2014 2015 20160

200

400

600

800

1,000

1,200

182 182 184 186 188 192 190

458

570479 492 506 532 538

15

15

15 15 1515 14132

159

161 165171

154 176164

164

165166

167 168169

Coal Gas Oil Nuclear Hydro Non-hydro renewables

↘ Abundance of gas and coal resources causes Russia to rely heavily on thermal sources, primarily gas-fired

↘ The Energy Strategy 2030 aims to double nuclear generation to 300TWh by 2020 and expand non-hydro renewable energy sources so they contribute at least 4.5% of the total generation by 2020

↘ Between 2016 and 2010 Russia’s generation is expected to grow by 1,8% CAGR

↘ Russia will remain net exporter of electricity for the foreseeable future

↘ Kaliningrad Nuclear Power Plant will greatly enhance Russia’s exporting capabilities to the Baltics, Scandinavia and Poland

Commentary

Russia’s electricity net exports (TWh)

36

Russia’s generation forecast (TWh)

Russia’s generation sector

951

1,090

1,0041,024

1,0471,061

1,087

CAGR 1,9%

Source: BMI Russia Power Report, 3Q 2012 Source: BMI Russia Power Report, 3Q 2012