12.03.2009
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Board of Directors Approves Additional Issue

March 11,  2009 JSC "RusHydro" Board of Directors approved the resolution on the additional issue of the issuer’s securities (Minutes No.73 of March 12, 2009), the form of voting — an absentee vote.

The postal address to which ballots were sent: JSC RusHydro, 51 Arkhitektora Vlasova St., Moscow, 117393.

In the course of additional issue the total number of 16,000,000,000 (sixteen billion) of ordinary registered non-documentary shares are issued by public offering with a par value of 1 (one) rouble each.

The offering price of 1 (one) additional ordinary registered share of the Issuer, including for those on the list of persons with the pre-emptive right to acquire the Issuer’s additional ordinary registered shares, shall be 1 (one) rouble (equal to the par value). That price was determined by the resolution of the Issuer’s Board of Directors dated 11 March 2009, Minutes No. 73 of 12 March 2009, in accordance with articles 36, 77 of the Federal Law on Joint Stock Companies.

The Commencement date for the placement of the Issuer’s additional shares shall be the 15th (fifteenth) day from the date a notice of state registration of this additional securities issue is published in accordance with the Federal Law on the Securities Market and regulatory legal acts of the federal executive authority for the securities market.

The notice of state registration of the additional securities issue shall be published by the Issuer in a print media with a circulation of over 10,000 (ten thousand) copies (Vedomosti newspaper) no later than 10 (ten) days from the date of state registration of the Resolution on the issue of securities (hereinafter also the Resolution on the additional issue of securities). The published notice shall indicate, among other things, the procedure for potential holders of equity securities to access information contained in the Issue Prospectus.

The Issuer shall also disclose information about state registration of the additional securities issue by posting a notice in the newswire (AK&M or Interfax) and on the Issuer’s website in the manner provided for under clause 11 of the Resolution on the additional issue (of securities).

The term of determining the Commencement date for the placement of the Issuer’s additional shares shall be calculated from the date a notice of state registration of the Issuer’s additional securities issue is published in the newspaper Vedomosti.

The Completion date for securities placement comes to the 111th (one hundred and eleventh) day from the date of state registration of this additional securities issue or the date of placing the last security from this issue, depending on whichever date comes earlier.

Other terms for the placement of securities defined by the Resolution on their placement, are as follows:

The placement of additional shares among the pre-emptive right holders shall be carried out in accordance with the procedure provided for under clause 8.5 of the Resolution on the additional issue of securities.

Until expiry of the pre-emptive right period in respect of securities subject to placement, established by clause 8.5 of the Resolution on the additional securities issue, such securities shall be placed only though the exercise of the pre-emptive right.

The placement of shares outside the framework of pre-emptive rights shall be carried out by way of concluding contracts on the acquisition of shares.

For the purpose of concluding contracts on the acquisition of shares, the Issuer shall, no later than 10 (ten) days from the completion (end) date of the pre-emptive right period (as this period is determined hereinafter), post an invitation for share purchase bids to an indefinite group of persons in the newswire of AK&M or Interfax, and also on the website at: http://rushydro.ru//.

The period during which share purchase bids may be submitted:

Bids for the purchase of shares may be submitted to the Issuer within 30 (thirty) days beginning with the date an invitation for share purchase bids is posted in the newswire of AK&M or Interfax, and also on the website at: http://www.rushydro.ru// (hereinafter this period is referred to as the Bid Collection Period).

The prospective buyer may submit its share purchase bids to the Issuer on business days from 10:00 a.m. to 5:00 p.m. Moscow time at the following address: 51, Arkhitektora Vlasova St., Moscow, 117393, personally or through its authorized representative having duly executed power of attorney or other document confirming the representative’s powers.

Each offer shall include the following data:

·            the title: "Offer for the acquisition of JSC RusHydro shares";

·            full business name/full name of the prospective buyer;

·            taxpayer identification number of the prospective buyer (if available);

·            place of residence (business) of the prospective buyer;

·            for private individuals — passport details (date and place of birth; passport series, No. and date of issue, the issuing authority);

·            for legal entities — information on incorporation (including for Russian legal entities — information on state registration/entry of the legal entity in the Uniform State Register of Legal Entities (date, registration body, No. of the corresponding certificate);

·            consent of the bidder to acquire shares in an amount defined in the bidder at the offering price set by the Resolution on the additional issue of securities;

·            the amount of shares to be acquired. The amount of shares to be acquired may be indicated in one of the following ways:

-       the exact amount of shares in numerical expression, which the bidder undertakes to acquire;

-       the minimum amount of shares, which the bidder undertakes to acquire. The minimum amount means the bidder’s proposal to acquire any amount of shares intended for placement in an amount at least equal to the indicated minimum amount;

-       the maximum amount of shares, which the bidder undertakes to acquire. The maximum amount means the bidder’s proposal to acquire any amount of shares intended for placement in an amount not exceeding the indicated maximum amount;

-       the minimum and the maximum amount of shares, which the bidder undertakes to acquire. The minimum and the maximum amounts mean the bidder’s proposal to acquire any amount of shares intended for placement in an amount at least equal to the indicated minimum amount and not exceeding the indicated maximum amount.

·            No. of the personal account in the register of holders of the Issuer’s registered securities, to which the shares acquired will be transferred. If shares are to be transferred to the nominee’s account in the register of holders of the Issuer’s registered securities — full corporate name of the depositary, data on the depositary’s state registration (PSRN, the name of the state registration body, the date of state registration and of making an entry on the depositary in the Uniform State Register of Legal Entities), No. of the prospective buyer’s custody account, No. and date of the depositary contract concluded between the depositary and the prospective buyer (in relation to shares);

·            the prospective buyer’s bank details for money refund;

·            contact data (postal address and fax number with the indication of the international code) for sending the reply on bid acceptance.

The bid shall be signed by the prospective buyer (or the prospective buyer’s authorized representative with the original or duly notarized copy of power of attorney or other document confirming the representative’s powers attached to it) and, for legal entities, the bid shall include a stamp impression (if available).

If the law requires that the bidder acquire the amount of shares indicated in its proposal only with the preliminary consent of the anti-monopoly body, the bidders shall attach a copy of the corresponding approval by the anti-monopoly body to the bid.

The Issuer may deny acceptance of an bid, if the bid fails to meet the requirements provided for under Russian Federation law and the Resolution on the additional issue of securities.

The bids submitted shall be registered by the Issuer in a special register of bids (hereinafter referred to as the Register) on the day of their receipt.

Upon expiry of the Bid Collection Period, the Issuer shall, pursuant to an analysis of the Register, send replies to the offerors, selected by the Issuer at its own discretion, on the acceptance of offers complying with the requirements provided for under clause 8.3 of the Resolution on the additional issue of securities. Such replies shall indicate the amount of shares to be placed with the relevant bid. The bid acceptance reply shall be delivered to the buyer personally or through the buyer’s authorized representative or sent by fax indicated in the bid no later than the first business day following the date on which the Issuer decides to accept the bid. A decision on acceptance of the bid may be made by the Issuer no later than the last day of the bid collection period.

A contract on the purchase of shares shall be deemed concluded at the moment the bidder receives the Issuer’s reply on acceptance of its bid.

The bids to acquire additional RusHydro shares submitted by prospective buyers to JSC RusHydro shall be accepted by JSC RusHydro at its discretion. JSC RusHydro has the right to accept bids received from prospective buyers of JSC RusHydro’s additional shares to the extent of the total amount of additional shares subject to placement, in an amount sufficient for JSC RusHydro to raise funds not exceeding 5,652,380,100 (five billion, six hundred and fifty-two million, three hundred and eighty thousand and one hundred) roubles. JSC RusHydro has the right to reject other bids from prospective buyers of JSC RusHydro additional shares that fall within the total amount of JSC RusHydro additional shares subject to placement but entail fund-raising above the amount indicated herein.

The buyers that have received the Issuer’s acceptance reply to their bids shall pay for the shares in full within 7 (seven) days from the date of receipt of the Issuer’s bid acceptance reply.

The obligation to pay for the shares shall be deemed fulfilled at the moment the funds hit the Issuer’s account indicated in the Resolution on the additional issue of securities.

In the event of partial or complete default on the obligation to pay for the shares within the specified term, the Issuer shall have the right to waive its reciprocal obligation to transfer shares to such prospective buyers.

In the event that a prospective buyer fulfils partially its obligation to pay for the shares, the Issuer may fulfil its reciprocal obligation to transfer shares to the prospective buyer in an amount paid for by the prospective buyer.

In the event that a prospective buyer fulfils partially its obligation to pay for the shares or the Issuer completely refuses to fulfil its reciprocal obligation to transfer the shares, the money received as partial fulfilment of the obligation to pay for the shares or, correspondingly, all the money paid by the prospective buyer for the shares shall be refunded to the prospective buyer by a bank transfer no later than 30 (thirty) business days from the Completion date for the placement of shares in accordance with the bank details indicated in the bid.

In the abovementioned cases, a notice of the Issuer’s refusal to fulfil its reciprocal obligation to transfer shares (all shares or part of the shares unpaid for by the prospective buyer) shall be delivered to the prospective buyer personally or through its authorized representative or sent by fax indicated in the bid on the date the Issuer decides to refuse to fulfil its reciprocal obligation.

The person to which the Issuer issues (sends) a transfer order serving as the ground for making a credit entry in the personal account or the custody account of the first holder (the registrar, the depositary, the first holder), and other terms for the issue of a transfer order:

Within 5 (five) days from the date the money is entered into the Issuer’s settlement account, the Issuer shall send the Issuer’s registrar (Open Joint Stock Company Central Moscow Depositary, PSRN No. 1027700095730, register-keeping license No. 10-000-1-00255 of 13 September 2002 issued by the Federal Securities Market Commission) a transfer order serving as the ground for making a credit entry in the personal account of the buyer or the nominee holder of the buyer’s deposit. The registrar will, within no more than 3 (three) days from the date of receiving the transfer order, debit from the issuer’s securities account the amount of the issue’s shares indicated in the transfer order and credit them to the personal account of the buyer or the nominee holder of the buyer’s deposit.

Shares shall be deemed placed from the date of making an entry in the register of shareholders, the holders of the Issuer’s securities, about the transfer of securities to the personal account of the buyer or the nominee holder of the buyer’s deposit.

Provision of the pre-emptive right for acquisition of securities to the Issuer’s participants (shareholders) and/or other persons are as follows:

Under Articles 40 and 41 of the Federal Law on Joint Stock Companies, the Issuer’s shareholders, the holders of ordinary shares that were entitled to participate in the general meeting of the Company’s shareholders on 17 November 2008, shall have the pre-emptive right to acquire additional shares of the Issuer in an amount proportionate to the amount of the Issuer’s ordinary shares held by them.

The date for drawing up a list of persons enjoying the pre-emptive right to acquire securities subject to placement:

The list of persons having the pre-emptive right to acquire securities subject to placement shall be drawn up pursuant to data contained in the register of the Issuer’s shareholders as of 8 October 2008 — the record date for the list of eligible participants in the general meeting of the Issuer’s shareholders, which was held on 17 November 2008 and made the decision on increasing the Issuer’s authorized capital through the placement of additional shares.

In the event if the Issue Prospectus is registered at the Issuer’s discretion — an obligation assumed by the Issuer to disclose information after each stage of the securities issue procedure:

Under clause 2.1.3. of the Rules on the Issue of Securities and Registration of the Issue Prospectus (endorsed by Russian Federal Financial Markets Service order No. 07-4/pz-n of 25 January 2007), state registration of the issue (additional issue) of JSC RusHydro securities shall be accompanied by registration of the issue prospectus as these securities are placed by way of public offering among persons the number of which exceeds 500 (including persons with pre-emptive rights to acquire securities subject to placement). The Issuer shall be obliged to disclose information after each stage of the securities issue procedure.

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