28.10.2009
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Information on the approval of the resolution on the issue (additional issue) of securities

The Issuer's management body that approved a resolution on the issue (additional issue) of securities and the method of passing a decision (indicate the type of a general meeting (an annual or extraordinary meeting) in the event that the Issuer's management body that decided on approving the resolution on the issue (additional issue) of securities is the general meeting of the Issuer's participants (shareholders), and also the method of voting (joint attendance and/or voting in absentia): the resolution on the additional issue of the Issuer's securities was approved by the JSC RusHydro Board of Directors, the method of voting - vote in absentia.

 

The date and the place of holding a meeting (session) of the Issuer's authorized management body, at which a decision was made to approve the resolution on the issue (additional issue) of securities: 26 October 2009 (the completion date for the acceptance of questionnaires), the postal address to which the questionnaires were sent: JSC RusHydro, 51 Architect Vlasov Street, Moscow, 117393.

 

The date of compilation and the No. of the minutes of the meeting (session) held by the Issuer's authorized management body that decided on approving the resolution on the issue (additional issue) of securities:  27 October 2009., Minutes No. 86

 

The quorum on the issue of approving the resolution on the issue (additional issue) of securities and the voting results:

Quorum - 76,9%. Voting results: "For" - 10 votes (100%), "Against" - 0 votes (0%), "Abstained" - 0 votes (0)%)

 

1. Type, category (class), series and other identification signs of securities subject to placement: ordinary registered uncertified shares

 

2. Maturity term (for the Issuer's bonds and options): bonds and options are not placed.

 

3. The quantity of securities subject to placement and the par value (if the par value is stipulated by the legislation of the Russian Federation) of each security subject to placement: 19 000 000 000 (nineteen billion) shares with a par value of 1 (one) ruble each

 

4. The method of the securities placement and, in the event that the securities are placed through private offering, also the group of prospective buyers of the securities subject to placement: public offering

 

5. The offering price of the securities or the procedure of its determination:

The offering price of additional shares (including for persons on the list of persons enjoying a pre-emptive right for the acquisition of additional shares subject to placement) determе by the Company's Board of Directors in accordance with articles 36, 77 of the Federal Law on Joint Stock Companies.

 

Information on the price (the procedure of determining the price) of the securities placement shall be published by the Issuer in the newswire and on the website. The Issuer shall publish information on the price (the procedure of determining the price) of the securities placement within the following timeframe before the commencement date for the securities placement:

- in the newswire (Interfax) - within 1 day from the moment of passing a decision on determining the offering price but no later than the commencement date for the placement of the securities;

- on the website at: www.rushydro.ru - within 2 days from the moment of passing a decision on determining the offering price but no later than the commencement date for the placement of the securities.

 

6. The term (commencement and completion dates) for the securities placement or the procedure of its determination:

The procedure for determining the commencement date for the securities placement: The commencement date for the placement of the securities from the Issuer's current additional share issue - the 15th (fifteenth) day from the date of publishing a notice on the state registration of the said additional securities issue in the print media body with a circulation of over 10,000 (ten thousand) copies (Vedomosti newspaper), no later than 10 (ten) days from the date of the state registration of the said resolution on the additional issue of securities (hereinafter the Resolution on the additional issue of securities). This notice, when it is published, shall indicate, among other things, the procedure of providing access for prospective buyers of equity securities to information contained in the Securities Prospectus.

 

The procedure for determining the completion date for the securities placement: the 306th (three hundred and sixth) day from the date of the state registration of this securities issue or the date of the placement of the last security from this issue, depending on whichever date comes earlier.

 

The term for the placement of the securities shall be determined by way of indicating the dates of the disclosure of any information on the securities issue.

 

The procedure for the disclosure of this information: the Issuer shall publish a notice on the state registration of the said additional securities issue in the print media body with a circulation of over 10,000 (ten thousand) copies (Vedomosti newspaper) no later than 10 (ten) days from the date of the state registration of the said resolution on the additional issue of securities (hereinafter the Resolution on the additional issue of securities). This notice, when it is published, shall indicate, among other things, the procedure of providing access for prospective buyers of equity securities to information contained in the Securities Prospectus.

 

The Issuer shall disclose information on the state registration of the additional issue of securities also by placing a notice in the newswire of the news agency Interfax (hereinafter the newswire of Interfax) and posting it on the Issuer's website in the Internet in a procedure stipulated by clause 11 of the Resolution on the additional securities issue.

 

The term of determining the commencement date for the placement of the Issuer's additional shares shall be counted from the moment the Issuer performs in full its obligations to disclose information in accordance with clause 8.2 of the Resolution on the additional issue of securities.

 

7. Other terms of the securities placement as defined by the resolution on their placement:

Shares shall be placed by way of signing agreements on the acquisition of securities subject to placement (hereinafter the agreement on the acquisition of shares).

 

Shares shall be placed among persons enjoying a pre-emptive right for the acquisition of equity securities subject to placement in accordance with the procedure stipulated by clause 8.5 of the Resolution on the additional issue of securities. Before the expiry of the pre-emptive right to acquire securities subject to placement, as stipulated by clause 8.5 of the Resolution on the additional issue of securities, securities may only be placed through the exercise of the pre-emptive right.

 

For the purposes of concluding agreements on the purchase of shares beyond the framework of the exercise of the pre-emptive right, JSC RusHydro (hereinafter the Issuer, the Company) shall, no later than 10 (ten) days from the expiry date of the pre-emptive right (as this term is defined below) publish in the newswire of Interfax, and also post on the website in the Internet at: www.rushydro.ru an invitation addressed to an indefinite group of persons to make offers (bids) for the acquisition of the securities subject to placement (hereinafter an Invitation to make offers).

 

The Issuer shall place securities with the involvement of a professional securities market participant (the broker) providing services to the Issuer for the securities placement pursuant to an agreement on paid services signed with the broker (hereinafter the Broker). The Issuer shall involve one or several persons from among those indicated below to act in the capacity of the Broker:

 

1) Full business name: Closed joint stock company Troika Dialog financial brokerage

 

Abbreviated business name: CJSC Troika Dialog brokerage

 

Place of business: 4 Romanov pereulok, Moscow, Russian Federation,  125009

 

Brokerage license 177-04978-100000

 

Date of license issuance: April 13, 2001;

 

License term: indefinite

 

Issuing authority: Federal Financial Markets Service of Russia

 

2) Full business name: Joint stock commercial Sberegatelny bank of the Russian Federation (open joint stock company)

 

Abbreviated business name: JSC Sberbank of Russia

 

Place of business: 19 Vavilova Street, Moscow, Russia, 117997 

 

Brokerage license: 077-02894-100000

 

Date of license issuance: November 27, 2000

 

License term: indefinite

 

Issuing authority: Federal Financial Markets Service of Russia

 

3) Full business name: Closed joint stock company VTB Capital

 

Abbreviated business name: CJSC VTB Capital

 

Place of business: 3 Stolyarny pereulok, block 34, suite 410, Moscow 123022

 

Brokerage license: 177-11463-100000

 

Date of license issuance: July 31, 2008

 

License term: indefinite

 

Issuing authority:  Federal Financial Markets Service of Russia

 

No later than the commencement of the period, during which offers may be filed for the acquisition of shares, the Issuer shall disclose information in the newswire of Interfax, and also on the website at: www.rushydro.ru, on one of the indicated Brokers who will be involved in providing services for the placement of shares.

 

The Issuer shall supply the Broker with the list of the Issuer's interested persons before the commencement date for the placement of shares, and shall also indicate those persons from the list, transactions with whom were approved by the Issuer.

 

Offers may be submitted to the Issuer or the Broker in the period from the date an Invitation to make offers is published in the newswire of Interfax and posted on the website at: www.rushydro.ru and no later than 10 (ten) days from the date the Invitation to make offers is published in the newswire of Interfax and posted on the website at: www.rushydro.ru (this period is hereinafter referred to as the Offer Collection Period).

A prospective buyer of the securities subject to placement (hereinafter the Buyer) may file an offer daily from 10.00 a.m. to 17:.00 p.m. Moscow time, except Saturday, Sunday and non-business holiday days at the address: JSC Central Moscow Depositary, 34 Bolshaya Pochtovaya Street, block 8,Moscow, Russian Federation, 105082.

 

Each offer shall indicate the following:

 

-          The title: "An offer to acquire JSC RusHydro shares;"

-          The buyer's full business name /last name, name, patronymic;

-          The buyer's taxpayer identification number (if available);

-          The buyer's place of residence (place of business);

-          For private individuals - passport data (the date and place of birth; passport series and No., the date of passport issuance, the issuing authority);

-          For corporate entities - information on the registration of a corporate entity (including for Russian corporate entities - information on the state registration of a corporate entity/ entry into the Single State Register of Corporate Entities (the date, the registration authority, the No. of the corresponding certificate);

-          The consent by the person making an offer to acquire the shares subject to placement in an amount defined in the offer at the offering price set in a procedure determined by the Resolution on the additional issue of securities;

-          The quantity of the securities being acquired. This quantity can be indicated by one of the following methods:

 

       -  the exact number of shares in numerical expression, which the buyer undertakes to purchase;

 

- the minimum number of shares, which the buyer undertakes to purchase. The minimum number indicates the bidder's offer to acquire any quantity of shares intended for placement in an amount at least equaling the indicated minimum number;

 

- the maximum number of shares, which the buyer undertakes to purchase. The maximum number indicates the bidder's offer to purchase any quantity of shares intended for placement in an amount not exceeding the indicated maximum number;

 

- the minimum and the maximum number of shares, which the buyer undertakes to purchase. The minimum and the maximum numbers indicate the bidder's offer to purchase any quantity of shares intended for placement in an amount at least equaling the indicated minimum number and not exceeding the indicated maximum number;

 

- information on the method of payment for the shares subject to placement (cash or non-cash method) and, in the event that the shares are paid for with non-cash funds - the list and the characteristics of non-cash funds (property) (the list of non-cash funds, which may be used to pay for the shares is defined in clause 8.6 of the Resolution on the additional issue of securities) that are used to pay for the shares, namely:

 

- in the event that the shares subject to placement are paid for with movable property, the following shall be indicated:

 

the name of the asset as per the balance sheet, the presumed money valuation of the property in the Buyer's opinion, with an attached inventory document on the asset (asset inventory card) (if available);

 

- in the event that the shares subject to placement are paid for with immovable property, the following shall be indicated:

the name of the asset, the presumed money valuation of the property in the Buyer's opinion, with an attached extract from the Single State Register of the Rights to Real Estate and Real Estate Transactions on the titles to the asset,  issued no more than 30 days before the date of making an offer;

 

- in the event that the shares subject to placement are paid for with securities, the following shall be indicated: the type, category (class), form, par value, quantity, state registration No. of the securities issue, the presumed money valuation of the securities in the Buyer's opinion;

 

-in the event that the shares subject to placement are paid for with property rights, the following shall be indicated:

 

- the name of the property right, the presumed money valuation of the property right in the Buyer's opinion, with an attached document identifying the property right and confirming its existence;

 

- in the event that the shares are paid for with non-cash funds, the following shall be indicated for each non-cash asset (object of civil law rights): the presumed money valuation of the corresponding non-cash assets in the Buyer's opinion, at which the Buyer undertakes to contribute non-cash funds as payment for the shares subject to placement in the event that the money valuation of the said non-cash funds as determined by the Issuer's Board of Directors corresponds to the money valuation of such assets indicated by the Buyer in the Offer. The Buyer may indicate the money valuation in numerical expression in Russian rubles by one of the following methods:

 

       -  the exact value, at which the Buyer undertakes to contribute non-cash funds as payment for shares; 

 

- the minimum value, at which the Buyer undertakes to contribute non-cash funds as payment for the shares. The minimum value indicates the bidder's offer to contribute non-cash funds as payment for the shares in accordance with the money valuation not less than the value indicated by the Buyer;

 

- the maximum value, at which the Buyer undertakes to contribute non-cash funds as payment for the shares. The maximum value indicates the bidder's offer to contribute non-cash funds as payment for the shares in accordance with the money valuation not exceeding the value indicated by the Buyer;

 

- the minimum and the maximum value, at which the Buyer undertakes to contribute non-cash funds as payment for the shares. The minimum and the maximum value indicate the bidder's offer to contribute non-cash funds as payment for the shares in accordance with any money valuation not less than the minimum value and not more than the maximum value indicated by the Buyer;

 

- in the event that the shares are paid for with non-cash funds, an Offer shall include the Buyer's statement that the Buyer undertakes (or the Buyer does not undertake) to pay for the securities with cash in the event that the money valuation of property (non-cash funds) as defined in a procedure set by the Issuer's Board of Directors fails to correspond to the money valuation indicated by the Buyer in the Offer.

 

∙ No. of the Buyer's personal account in the register of holders of the Issuer's registered securities, to which acquired shares will be transferred. If shares are required to be transferred to the nominee's account in the register of holders of the Issuer's registered securities - full business name of the depositary (hereinafter the First Level Depositary), data on the depositary's state registration (OGRN, the name of the state registration body, the date of state registration and making an entry on the depositary in the Single State Register of Corporate Entities), No. of the buyer's custody account, No. and date of the depositary agreement concluded between the depositary and the buyer (in relation to securities subject to placement). If the Buyer's custody account is maintained by a nominee holder (in relation to the securities subject to placement), who, in turn, has a deposit account with the First Level Depositary, the Offer shall indicate the full business name of the said nominee holder, the data on the state registration of the said nominee holder (hereinafter the Second Level Depositary), (OGRN, the name of the state registration body, the date of state registration and making an entry on the depositary in the Single State Register of Corporate Entities), No. of the buyer's custody account, No. and date of the depositary agreement concluded between the depositary and the buyer (in relation to securities subject to placement), full business name of the First Level Depositary, details of the inter-depositary agreement signed between the First Level Depositary and the Second Level Depositary (and so forth, this information is indicated down to the nominee holder, with whom the Buyer has a custody account (in relation to the securities subject to placement).

 

-          the Buyer's bank details for money refund;

 

-          contact data (postal address, fax with the indication of the international code, e-mail address) for the purposes of sending a reply on the Offer acceptance. 

 

An Offer shall be signed by the Buyer (or the Buyer's authorized person, with an attached original or notarized copy of a duly prepared power of attorney or another document confirming the representative's powers) and, for corporate entities, shall have the imprint of a seal (if available).

 

The following shall also be attached to the Offer:

 

-          for corporate entities -notarized copies of constituent documents and documents confirming the powers of the person authorized to act on behalf of the corporate entity without a power of attorney;

 

-          in case of payment with non-cash funds - documents indicated above for the instances of payment for shares with non-cash funds.

-          An Offer may be supported by financial guarantees ensuring the fulfillment of the bidder's obligation to pay for shares in the event that the bidder's offer is accepted by the Issuer.

 

-          In the event that the bidder buys the amount of shares indicated in the Offer with the preliminary consent of the anti-monopoly authority in compliance with law, the bidder shall have a copy of the corresponding approval by the anti-monopoly body attached to the Offer.

 

-          In the event that that the bidder buys the amount of shares indicated in the Offer with the preliminary consent of the Buyer's competent management body (the board of directors, a general meeting of shareholders) in compliance with law, the bidder shall include in the Offer a copy of the corresponding decision on the approval of the transaction for the acquisition of securities subject to placement.

 

-          The Issuer shall deny the acceptance of an Offer, if the Offer fails to comply with the requirements of the legislation of the Russian Federation and (or) Resolution on the additional issue of securities.

 

Offers submitted to the Issuer shall be registered by the Issuer in a special register of offers (hereinafter the Issuer's register) on the day of their receipt. Offers submitted to the Broker shall be registered by the Broker in a special register of offers (hereinafter the Broker's register) on the day of their receipt.

 

Offers sent by prospective buyers on the acquisition of securities subject to placement shall be accepted by the Issuer at the Issuer's discretion.

 

Pursuant to data contained in the Issuer's and the Broker's registers, the Issuer or the Broker shall, on the Issuer's behalf and pursuant to the Issuer's written instruction, send a reply on the acceptance of offers (acceptance) to the Buyers selected by the Issuer at the Issuer's discretion from among the bidders who have sent their offers complying with the requirements set in clause 8.3 of the Resolution on the additional issue of securities. Such a reply shall indicate the amount of shares placed with the Buyer who has sent an Offer.

 

A reply on the acceptance of the Offer (acceptance) shall be handed over to the Buyer personally or to the Buyer's authorize representative, or shall be sent to the postal address and (or) fax number and (or) e-mail address indicated in the Offer, no later than 3 (three) days following the day the Issuer makes a decision on the Offer acceptance (hereinafter the Acceptance Distribution Period).

 

The Issuer may make a decision on the Offer acceptance no later than 52 (fifty-two) days from the expiry of the Offer Collection Period (hereinafter the Acceptance Term). The Issuer shall have the right to make a decision on the Offer acceptance only in relation to the amount of additional shares which, at the moment of making a decision on the Offer acceptance, have not been placed and are not subject to placement with another or the same Buyer pursuant to an Offer earlier accepted by the Issuer.

 

An agreement on the acquisition of shares shall be deemed as concluded at the moment the Buyer that has sent an Offer (the Buyer's authorized representative that has filed an Offer) receives a reply from the Issuer on the Offer acceptance.

 

In the process of concluding an agreement on the acquisition of shares, the parties may by their mutual consent simultaneously prepare an agreement in the form of a single document in compliance with article 434 of the Civil Code of the Russian Federation. This document, which shall be signed by the parties, shall have the number of copies to be agreed by the parties.

 

An agreement on the acquisition of shares, under which shares subject to placement are paid for with immovable property shall be signed in compliance with the requirements of civil law on real estate transactions.

 

To sign an Agreement on the acquisition of shares, the Buyer shall apply daily from 10:00 a.m. to 17:00 p.m. Moscow time, except Saturday, Sunday and non-working holiday days at the address: JSC RusHydro, 51 Architect Vlasova Street, Moscow, Russian Federation. The agreement shall be signed within the timeframe set by the Resolution on the additional issue of securities for the Acceptance Term and the Acceptance Distribution Period.

 

The securities acquired must be fully paid for by the Acquirer that receives a response from the Issuer on acceptance of the Offer (the Acceptance) within a period of 40 (forty) days from the acceptance distribution completion date.

 

The obligation to pay for the placed shares in monetary funds is deemed discharged when the funds are credited to the Issuer's bank account indicated in clause 8.6. of the Resolution on the additional issue of securities.

 

The obligation to pay for the placed shares in other than monetary funds is deemed discharged when the property is handed over to the Issuer in the manner established in clause 8.6. of the Resolution on the additional issue of securities.

 

In the event that the placed securities are paid for in other than monetary funds, the Board of Directors of the Issuer shall, during the securities placement period and no later than 15 (fifteen) days from expiry of the period for collection of offers in accordance with article 77 of the Federal Law "On Joint-Stock Companies", determine the monetary evaluation of the property contributed in payment for the shares of this additional issue if an Agreement on acquisition of shares is concluded.  At the same time, the Board of Directors of the Issuer shall have the right not to consider the question of determining the monetary evaluation of the property contributed in payment for the placed securities in the event that the Issuer does not intend to accept the Acquirer's Offer.

 

Within a maximum of 5 (five) days of the Board of Directors adopting the resolution, the Issuer shall notify the relevant Acquirer of the amount of the monetary evaluation of the property determined by the Board of Directors by forwarding a letter to the postal address and (or) fax number and (or) email address indicated in the Offer.  The given letter from the Issuer to the Acquirer shall not constitute acceptance of the offer.  If, within the term of the acceptance, the Issuer receives from the Acquirer to the address: Russian Federation, Moscow, Architect Vlasov St., d. 51, JSC RusHydro, a written communication of disagreement with the amount of the monetary evaluation of the property determined by the Board of Directors of the Issuer and the Offer does not contain an obligation on the part of the Acquirer to pay for the securities in monetary funds in the event that the Acquirer does not agree with the monetary evaluation duly determined by the Issuer's Board of Directors of the property proposed by the Acquirer for contribution in payment for the shares, the Offer shall be recognised as having been recalled by the Acquirer on the date on which the Issuer receives the given communication.

 

In other cases, the Issuer is entitled to accept the Offer within the term of validity of the acceptance.

 

In fulfilment of the Agreement on acquisition of shares, the Acquirer shall remit monetary funds to the settlement account of the Issuer indicated in clause 8.6. of the Resolution on the additional issue of securities and, in the event of payment for the shares by other than monetary funds, shall transfer property in payment for the shares in the manner stipulated in clause 8.6. of the Resolution on the additional issue of securities.

 

The placed shares shall be paid for in full by the Acquirers by the time determined by the Resolution on the additional issue of securities and the Agreements on acquisition of shares before credit entries are made in the custody accounts of the Acquirers within the system for maintenance of the Issuer's shareholders' register .  At the same time, the credit entries in the custody accounts of the Acquirers of the shares within the system for maintenance of the Issuer's shareholders' register (or of the nominal holder designated by the Acquirer) may not be made earlier than the Placement Launch Date or later than the Placement Completion Date for the additional shares.

 

In the event that, by the set deadline, the obligation to pay for the acquired shares has not been discharged or has been only partially discharged, the Issuer shall have the right to refuse to discharge the reciprocal obligation to hand over the shares to the Acquirer.

 

In the event of partial discharge by the Acquirer of the obligation to pay for the acquired shares, the Issuer shall have the right to discharge the reciprocal obligation to hand over shares to the Acquirer in the number paid for by the Acquirer.

 

In the event of partial discharge by the Acquirer of the obligation to pay for the acquired shares or total refusal by the Issuer to discharge the reciprocal obligation to hand over the shares, if the Acquirer has not made payment for the shares by the deadline mentioned above, the monetary funds (non-monetary funds) received in partial payment for the share or, correspondingly, all the monetary funds (non-monetary funds) paid (transferred) by the Acquirer for the shares shall be subject to return to the Acquirer by bank transfer (in the established manner) within a maximum of 60 (sixty) days of the securities placement Completion Date to the bank details indicated in the Offer (in the manner established for return of non-monetary funds to the owner).  In the event that the non-monetary funds consist of real estate, the Issuer shall return the real estate within a maximum of 90 (ninety) days of the securities placement Completion Date in the manner established for cancellation of transactions with real estate.

 

The Issuer shall be entitled not to notify the Acquirer of its refusal to discharge the reciprocal obligation to hand over the shares (all or those not paid for by the Acquirer, respectively) but, at the Issuer's discretion, for the purpose of informing the Acquirer, such a notification may be handed to the Acquirer personally or through its authorised representative or be sent to the postal address and (or) the fax number and (or) the email address indicated in the Offer.

 

The Issuer's obligation to hand over the placed securities to the Issuer shall be deemed discharged from the time the credit entry is made in the custody account of the Acquirer or the nominal holder designated by the Acquirer of the corresponding number of placed securities.

 

Placement of additional shares with persons exercising their pre-emptive right to acquire additional shares shall be carried out in the manner determined in clause 8.5. of the Resolution on the additional issue of securities.

 

Before expiry of the term for exercise of the pre-emptive right to acquire the placed securities set in clause 8.5. of the Resolution on the additional issue of securities, placement of the securities other than through exercise of the given pre-emptive right shall be prohibited.

 

Amendment and/or cancellation of agreements concluded on placement of shares shall be carried out on the grounds and in the manner envisaged by Chapter 29 of the Civil Code of the Russian Federation.

 

Upon the placement of securities, a pre-emptive right for the securities acquisition is granted.

 

Securities shall be registered papers, and the register of securities holders shall be kept by the registrar.

The person to whom the Issuer issues (sends) a transfer order serving as the ground for making a credit entry in the personal/corporate account of the first acquirer (the registrar, the first acquirer), and also other terms for the issuance of the transfer order: No later than 5 (five) days from the expiry of the term of payment for the securities stipulated in clauses 8.3 and 8.6 of the Resolution on the additional issue of securities, provided that the Acquirer pays for the securities in a procedure defined by clause 8.6 of the Resolution on the additional issue of securities; and no later than 3 (three) days before the completion date for the placement of securities the Issuer shall send the Issuer's Registrar  (Open joint stock company "Central Moscow Depositary", OGRN 1027700095730, register-keeping license No. 10-000-1-00255 of September 13, 2002 issued by the Federal Securities Market Commission) a transfer order serving as the ground for making a credit entry in the personal/corporate account of the Acquirer or the nominee holder indicated by the Acquirer.

The Registrar shall, within 3 (three) days from the moment of receiving a transfer order and no later than the completion date for the placement of securities, carry out an operation to debit from the Issuer's securities account the amount of securities of the current additional issue indicated in the transfer order and credit them to the personal/corporate account of the Acquirer or the nominee holder indicated by the Acquirer.

Shares shall be deemed as placed from the date of making an entry in the register of shareholders - the holders of the Issuer's securities - on the transfer of the securities to the personal/corporate account of the Acquirer or the nominee holder indicated by the Acquirer.

Securities shall not be placed through subscription by way of equity trading.

 

The Issuer shall not be a business entity of strategic importance for the country's defense and national security, and the conclusion of agreements on the disposal of the Issuer's securities in favor of the first holders in the process of their placement does not require a decision on the preliminary approval of the said agreements in compliance with the Federal Law "On the Procedure for Making Foreign Investment in Business Entities of Strategic Importance for Ensuring the Country's Defense and National Security."

 

8.  Provision of participants (shareholders) in the Issuer and/or other persons with a pre-emptive right to acquire the

securities:

 

In compliance with articles 40 and 41 of the Federal Law "On Joint Stock Companies," the Issuer's shareholders, the holders of ordinary shares, who were entitled to participate in the annual General Meeting of the Company's shareholders on June 10, 2009, which passed a decision "On Enlarging the Company's Authorized Capital," enjoy a pre-emptive right to acquire the Issuer's additional shares in an amount proportionate to the number of the Issuer's ordinary shares held by them.

 

The date on which the list of persons enjoying the pre-emptive right to acquire the placed shares is drawn up: 30 April 2009

 

It is intended to place some amount of the shares of this additional issue within the scope of the exercise of the pre-emptive right to acquire the placed shares (that is, on acquisition thereof by persons enjoying the pre-emptive right to acquire placed shares), including outside the Russian Federation by means of placement in accordance with the foreign law of relevant foreign securities confirming rights in relation to the shares. 

 

Additional shares shall be placed with persons exercising the pre-emptive right for the acquisition of additional shares in accordance with clause 8.5 of the Resolution on the additional issue of securities.

 

9.  In the event that registration of the securities brochure is carried out at the discretion of the Issuer - the fact of assumption by the Issuer of the obligation to disclose information after each stage in the securities issue procedure:

 

In accordance with clause 2.1.3. of the Standards for issue of securities and registration of securities brochures (approved by Order of the Federal Service for the Securities Market of Russia on dated 25 January 2007 No. 07-4/pz-n) , state registration of an issue (additional issue) of securities of JSC RusHydro must be accompanied by registration of a securities brochure, since the securities are placed by public offering among a group of persons numbering more than 500 (including persons with the pre-emptive right to acquire the placed securities).

The Issuer shall be liable for disclosure of information after each stage in the securities issue procedure.

 

 

 

 

 

 

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