Invitation to make offers to acquire Open Joint-Stock Company RusHydro shares of the additional issue (hereinafter referred to as "the Invitation")

This communication is an invitation addressed to an unlimited range of persons to make offers to acquire shares in Open Joint-Stock Company RusHydro (hereinafter also referred to as JSC RusHydro, the Company and the Issuer), location: 51, Respubliki St., Krasnoyarsk, Krasnoyarsk Territory, Russian Federation. State registration number of the additional issue of shares to which the Invitation applies is 1‑01‑55038‑Е‑037D of 14 May, 2009. This Invitation is published by the Issuer in accordance with the requirements of clause 8.3. of the Resolution on the additional securities issue indicated in this paragraph.

Procedure and conditions for offer submission:

Offers to acquire shares (hereinafter referred to as the Offers) may be submitted to the Issuer within a period of 30 (thirty) days beginning from the publication date of this Invitation on the АК&M or Interfax newswires, as well as on the www.rushydro.ru website (hereinafter the given period is referred to as the Offer collection period).

The potential acquirer may submit an Offer to acquire shares to the Issuer during the working week from 10:00 hours to 17:00 hours Moscow Time at the following address: Russian Federation, 51, Architectora Vlasova St., Moscow, 117393, either personally or via its authorised representative holding a duly formalised power of attorney or other document confirming representation powers.

Each Offer should contain the following information (the recommended format for an Offer from individuals and legal entities has been posted on the issuer’s website at www.rushydro.ru ):

• heading: "Offer to acquire shares in JSC RusHydro";
• full corporate name / full name of the potential acquirer;
• taxpayer identification number of the potential acquirer (if available);
• place of residence (location) of the potential acquirer;
• for individuals — passport details (date and place of birth; passport series, number, date of issue and issuing authority);
• for legal entities — details of the legal entities registration (including for Russian legal entities — details of the state registration of the legal entity/entry in the Unified State Register of Legal Entities (state, registration authority, number of the relevant certificate);
• consent of the person making an Offer to acquire the offered shares in the quantity determined in the Offer at the placement price set in the Resolution on the additional securities issue;
• the quantity of shares to be acquired. This quantity of shares to be acquired may be expressed in one of the following ways:

- the precise number of shares in figures that the person undertakes to acquire;

- the minimum number of shares that the person undertakes to acquire. This minimum number implies a proposal on the part of the person making the Offer to acquire any number of outstanding shares in a quantity at least equal to the minimum quantity indicated;

- the maximum number of shares that the person undertakes to acquire. This maximum number implies a proposal on the part of the person making the Offer to acquire any number of outstanding shares in a quantity not exceeding the maximum quantity indicated;

-minimum and maximum quantity of shares that the person undertakes to acquire. These minimum and maximum number implies a proposal on the part of the person making the Offer to acquire any number of outstanding shares in a quantity not less than the minimum number indicated and not exceeding the maximum number indicated;

• personal account number in the register of owners of the Issuer registered securities to which the acquired shares should be transferred. If the shares are to be entered into the register of owners of the Issuer securities to the account of nominal holder — the full corporate name of the depositary, details of the state registration of the given depositary (Principal State Registration Number (OGRN), name of authority performing state registration, date of state registration and of the entry on the depositary in the Unified State Register of Legal Entities), the number of the potential share acquirer’s depo account, the number and date of the depositary agreement concluded between the depositary and the potential share acquirer (concerning the shares);
• bank details of the potential acquirer to which monetary funds may be returned;
• contact details (postal address and fax number, with city code) for the purposes of forwarding an answer on acceptance of the Offer.

The Offer shall be signed by the potential acquirer (or person authorised thereby, with the original or notarised copy of the duly formalised power of attorney or other document confirming the representative’s authority) and, for legal entities, contain an imprint of its seal (if applicable).

If, in accordance with the requirements of the law, the person submitting the Offer requires the prior consent of the anti-monopoly authorities to purchase the number of shares indicated in the Offer, the person submitting the Offer shall attach a copy of the relevant consent on the part of the anti-monopoly authorities to the Offer.

The Issuer will refuse to accept an Offer if the Offer does not meet the requirements envisaged by the legislation of the Russian Federation and the Resolution on the additional securities issue.

Submitted Offers are subject to registration by the Issuer in a special ledger for recording proposals received (hereinafter referred to as the Ledger) on the day of their receipt.

The Issuer will forward an answer on acceptance of the proposal to the persons determined by the Issuer on the basis of analysis of the Ledger, at its own discretion, from among those who submitted Offers as meeting the requirements established in clause 8.3. of the Resolution on the additional securities issue. This answer shall contain the number of shares placed with the person submitting the Offer. The answer on acceptance of the proposal shall be handed to the acquirer personally or via its authorised representatives, or shall be forwarded by fax to the address indicated in the Offer not later than the first working day following that on which the Issuer takes the decision to accept the Offer. The decision to accept a proposal may be taken by the Issuer no later than the last day of the Offer collection period.

An agreement on acquisition of the shares shall be deemed concluded from the time the person submitting the Offer is handed the reply from the Issuer on acceptance of its proposal.

Offers to acquire additional shares in JSC RusHydro submitted by potential acquirers of shares in JSC RusHydro are accepted by JSC RusHydro at its own discretion.

Acquired shares shall be paid for in full by acquirers that receive an answer from the Issuer on acceptance of their proposals within a period of 7 (seven) days of receiving the answer from the Issuer on acceptance of the proposal.

The obligation to pay for the placed shares shall be considered discharged from the time the monetary funds are credited to the issuer’s account indicated in the Resolution on the additional securities issue.

In the even that the obligation to pay for the acquired shares is not discharged or is not discharged in full by the deadline indicated, the Issuer shall have the right to withdraw from the reciprocal obligation to transfer the shares to the potential acquirer.

In the event of partial discharge by the potential acquirer of its obligation to pay for the acquired Shares, the Issuer shall have the right to fulfil its reciprocal obligation to transfer shares to the potential acquirer in the quantity paid for by the potential acquirer.

In the event of partial discharge by the potential acquirer of its obligation to pay for the acquired Shares or total refusal by the Issuer to discharge its reciprocal obligation to hand over the shares, the monetary funds received as partial fulfilment of the obligation to pay for the shares or, respectively, all the monetary funds paid by the potential acquirer for the shares shall be subject to return to the potential acquirer by bank transfer within a maximum of 30 (thirty) business days of the Placement closure date according to the bank details indicated in the Offer.

In the above-mentioned cases, the notification of refusal by the Issuer to fulfil its reciprocal obligation to transfer the shares (all or those not paid for by the potential acquirer) shall be handed to the potential acquirer personally or via its authorised representative or shall be forwarded by fax to the number indicated in the Offer on the date on which the Issuer takes the decision not to fulfil its reciprocal obligation.

Share payment procedure:

The placement price of 1 (one) additional ordinary registered share of the Issuer is 1 (one) rouble.

Payment for acquisition of securities of the issue is envisaged in the form of monetary funds in roubles of the Russian Federation. The additional shares shall be paid for by acquirers in full at the time of placement thereof. Deferral of payment for securities of the issue is not envisaged.

Payment for the shares in monetary funds shall be effected by means of their remittance to the settlement account of the Issuer.

The bank details of the accounts for remittance of the monetary funds paid for the Shares (an example of how to complete the payment instruction is provided on the Issuer’s website at www.rushydro.ru)

IMPORTANT ADDITIONAL INFORMATION:

1. Detailed, exhaustive information about the terms and conditions of the securities offer in relation to which this Invitation is made is contained in the Resolution on the additional securities issue and the Securities Prospectus, the contents of which are disclosed in the established manner (including on the Issuer’s website at www.rushydro.ru).
2. The final Offer acceptance date is 10 August, 2009.
3. The Issuer decides at its own discretion to satisfy or otherwise each Offer received by the Issuer.
4. The securities shall be deemed paid for from the time the monetary funds are credited to the Issuer’s settlement account.
5. In the absence of payment for the securities for 7 calendar days after the answer from the Issuer on acceptance of the Offer is received, the Issuer unilaterally terminates the agreement and refuses to transfer the shares without further notifying the acquirer and without being obliged to enter into any negotiations with the acquirer.
6. In the event that the potential acquirer of the securities lacks a personal account in the Issuer’s shareholders’ register (depo account of a nominal holder able to accept the Issuer’s shares transferred for the Acquirer), the potential acquirer shall, within the term of the Offer collection period (preferably before the Offer is submitted) provide for opening of a personal account or depo account. In the absence in the Offer of information about the personal account or depo account, the Issuer will be unable to transfer the shares to the acquirer.
7. Please note that, in accordance with clause 5, article 44 of the Federal law On Joint-Stock Companies, a person registered in the Company’s shareholders’ register shall inform the holder of the Company’s shareholders’ register in a timely manner of changes to its details (full name, passport details, year and date of birth; place of residence (registration), sample signature and other details envisaged by clause 3.4.1. of the Regulations on keeping a register of registered securities holders (approved by Resolution of the Federal Commission for the Securities Market of the Russian Federation dated 2 October, 1997 No. 27). If the shareholder’s details have changed or the register lacks an information sheet on a registered person or the registrar lacks the set of documents of a legal entity, said shareholder is required to furnish JSC Central Moscow Depositary (or one of the branches of JSC Central Moscow Depositary) with information about the changes to its details and (or) the lacking documents, in the manner envisaged by the effective regulatory acts.
8. On Offers accepted by the Issuer, on the condition of due payment for the securities by the potential acquirers, the Issuer will effect the placement of the securities no later than 02 September, 2009. The terms of securities’ proceeding to disposal of those recipients who are clients of nominal holders are determined by the agreements of such recipients and nominal holders.
9. Disposal of securities in the over-the-counter securities market will be possible after the state registration of securities placement report (approximately — end of September 2009), disposal of securities in the stock market will be possible after the procedure of listing (approximately — end of October 2009), the consolidation of this securities issue with the issue which is listed at the moment of this Invitation’s publication, is made within 3 months since the date of securities placement report state registration.

Contact telephone numbers:

On opening personal accounts, operations with securities, general information: JSC CMD (registrar of JSC RusHydro): 8 800 555 99 97, calls within Russia are FREE OF CHARGE.

On the conditions and procedure for placement of the JSC RusHydro securities: (495) 122-05-55, ext. 16-49 bda@gidroogk.ru (Dmitriy Belyaev) or 10-26 Pushkarev@gidroogk.ru (Vadim Pushkarev).