Information about Tender offer to shareholders of RAO ES EAST

Vostok-Finance Limited

NOTICE OF COMMENCEMENT OF TENDER OFFER TO PURCHASE ORDINARY AND PREFERRED SHARES OF PJSC RAO ES OF THE EAST


Dear SHAREHOLDERS of PJSC RAO ES OF EAST,


Vostok-Finance Limited (OGRN 1097746803626, Moscow, Russian Federation, RAO ES EAST Group) informs shareholders of Public Joint Stock Company RAO Energy Systems of the East (RAO ES EAST, PJSC) of the voluntary tender offer to purchase ordinary and preferred shares of RAO ES EAST, PJSC (MOEX tickers – VRAO, VRAOP) made by Vostok-Finance Limited under article 84.1 of the Federal Law No. 208-FZ of December 26, 1995. The tender offer is effective from November 3, 2015 through January 18, 2016.


In accordance with the terms of the voluntary tender offer the shareholders are entitled to:

1. Exchange RAO ES EAST, PJSC ordinary and preferred shares for the ordinary shares of PJSC RusHydro (MOEX ticker – HYDR, ISIN RU000A0JPKH7, state registration number 1-01-55038-Е) at a price of RUB 0,5768 per share (calculated as a weighted average price for the past six months prior to tender offer announcement). The resulting conversion ratios are:

a. 0.6068 shares of PJSC RusHydro for1 ordinary share of RAO ES EAST, PJSC;

b. 0.3814 shares of PJSC RusHydro for 1 preferred share of RAO ES EAST, PJSC [1].

2. Sell RAO ES EAST, PJSC ordinary shares (MOEX ticker – VRAO, ISIN RU000A0JPVL6, state registration number 1-01-55384-Е) at a price of RUB 0.35 per share;

3. Sell RAO ES EAST, PJSC preferred shares (MOEX ticker – VRAOP, ISIN RU000A0JQNL1, state registration number 2-02-55384-Е) at a price of RUB 0.22 per share;


In order to exchange or sell RAO ES EAST, PJSC ordinary and preferred shares shareholders must send a written request to the Registrar “STATUS” (Russian Federation, 109544, Moscow, Novorogozhskaya ul, 32, building 1) which is to be received until January 18, 2016. The request should contain: a) type and number of shares submitted under the terms of the voluntary tender offer to Vostok-Finance Limited, b) desired form of payment (cash or conversion to shares of PJSC RusHydro), and c) bank or broker account for transfer. The request should be signed by the owner of the shares or authorized persons. The request filed by the legal entity should also have an official seal (if applicable).


Upon filing the request shareholders must transfer the desired amount of shares to Vostok-Finance Limited starting from January 19, 2016 through January 28, 2016. The request on the share transfer must be filed to “STATUS” (Russian Federation, 109544, Moscow, Novorogozhskaya ul, 32, building 1) or any of its transfer agents (list attached). For transfer of shares under nominal shareholders please file the request with the number of the depositary (interdepositary) agreement. Transferred RAO ES EAST, PJSC shares are to be free from any third-party liabilities.


All transaction costs related to the tender offer are to be covered by Vostok-Finance Limited.


The settlement is due to be completed within the regulatory term of 15 days upon the receipt of the RAO ES EAST, PJSC shares from the shareholder on its account at “STATUS”.


All further details of the voluntary offer are available in Russian at: http://www.e-disclosure.ru/portal/company.aspx?id=35579.


For more details please contact by phone or e-mail:


Timur Akhmedzhanov

Head of Investor Relations

JSC RusHydro

tel.: +7 (800) 333 8000 ext. 1607

mob.: +7 (985) 762 46 85

email: AhmedzhanovTG@rushydro.ru



[1] In the occurrence of non-integral amount of shares resulting from conversion, shareholders are entitled to receive cash payments corresponding to the value of non-integral shares.