Depositary Receipts

Structure of GDR and ADR Depository Programs for RusHydro shares

Within the period from March to July, events occurred that make the termination of the Company's Depository Programs inevitable: in March, The Bank of New York Mellon announced its withdrawal from the programs; in April, a law came into force obliging issuers of shares to stop circulation of Depository Receipts or coordinate their further circulation with the Government of the Russian Federation; due to the lack of interest of potential candidates for the position of a new Depository Bank, RusHydro could not apply to the Government of the Russian Federation to preserve the programs and could not provide the current Depository Bank with a successor candidate, therefore The Bank of New York Mellon initiated termination of the Depository Agreements, which was communicated to the holders of Depositary Receipts.

The Depositary Receipts were removed from the OTCQX trading system at the initiative of the site, the circulation of Receipts on the London Stock Exchange was suspended at the initiative of the Stock Exchange. Due to the upcoming termination of the Depository Programs, RusHydro initiated delisting of Receipts from the London Stock Exchange, which took place on August 02, 2022.

Currently, the following options are available for converting Depositary Receipts:

Receipts stored (accounted for) with a broker or a Depository of a non-Russian accounting system.

Such Receipts shall be redeemed by sending them to The Bank of New York Mellon. The details are described in the following links:

• https://www.adrbnymellon.com/news-and-publications/special-notices (special messages on the Russian Federation, starting from February 2022);
• https://www.adrbnymellon.com/files/tn1012104.pdf

Depository Receipts blocked in a foreign accounting system due to unfriendly restrictive measures (“sanctions”) applied to their holder, RusHydro or the Russian Federation.

If, as a result of an attempt to convert Depositary Receipts, in accordance with the instructions of The Bank of New York Mellon (above), the broker or the Depositary refused to perform operations on converting Receipts due to the introduction of restrictive measures against you or RusHydro or the Russian Federation (“sanctions”), in this case, in accordance with the Federal Law No. 114-FZ “On Amendments to the Federal Law “On Joint-Stock Companies” and Certain Legislative Acts of the Russian Federation” dated 16.04.2022, you may implement a special procedure for converting Depositary Receipts into shares of the issuer according to your application, providing for the following stages:

• Submission of an Application for forced conversion and other necessary documents to the address of Raiffeisen Bank JSC, which is the nominal holder in which the deposit account of depository programs is opened, personally or by proxy at the address: Smolenskaya-Sennaya pl., 28, Moscow, Russian Federation, or by mail;
• The Application should be submitted by October 12, 2022, inclusive;
• The Application form and the composition of the necessary documents should be specified by e-mail: ;
• During the period from October 13 to October 26, 2022, Raiffeisen Bank JSC will perform operations to convert Depositary Receipts for shares; if necessary, it will independently open a custody account of the shareholder in your name, write off the corresponding number of RusHydro shares from its custody account of the Depository Programs and credit them to your custody account.

Important information about restrictions:

Raiffeisen Bank JSC has the right to refuse to perform a forced conversion operation if there are reasonable doubts about the completeness and/or reliability of the information specified in the Application for forced conversion and the documents submitted by you, or such information is insufficient. Also, Raiffeisen Bank JSC will not be able to perform the conversion if the total number of shares underlying the Depositary Receipts, for which Applications for forced conversion have been received (from you and other holders), exceeds the number of RusHydro shares accounted for in the custody account of the Depository Program in Raiffeisen Bank JSC.

Raiffeisen Bank JSC may provide additional requirements or request additional information. Details should be specified in Raiffeisen Bank JSC by e-mail: .

Receipts stored (accounted for) with a broker or a Depository of a non-Russian accounting system.

Such Receipts will be converted automatically in the first decade of September 2022 in accordance with the Federal Law No. 114-FZ “n amendments to the Federal law “On Amendments to the Federal Law “On Joint-Stock Companies” and Certain Legislative Acts of the Russian Federation” dated 16.04.2022 as amended by the Federal Law No. 319-FZ “On Amendments to Certain Legislative Acts of the Russian Federation” dated 14.07.2022.

Until the implementation of the measures provided for by this law, the conversion of Depositary Receipts accounted for in the Russian accounting system is impossible.

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In accordance with the Depositary Agreements with respect to ADR and GDR, the shares in respect of which the holders of the Depositary Receipts will not make their claims to The Bank of New York Mellon must be sold, and the proceeds must be kept by The Bank of New York Mellon for provision to the former holders of the Depositary Receipts. However, the implementation of this rule may be complicated by the temporary restrictions in force in the Russian Federation on the sale of securities by non-residents and the conversion of rubles into foreign currency.